Exhibit 15


May 20, 1999



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We  are  aware that our report dated May 20, 1999  on  our
review  of  interim  financial  information  of  UniSource
Energy  Corporation (the Company) as of and for the period
ended  March  31,  1999  and  included  in  the  Company's
quarterly  report on Form 10-Q for the quarter then  ended
is incorporated by reference in the Company's Registration
Statements on Form S-8 (Nos. 333-43765, 333-43767 and 333-
43769,  333-53309, 333-53333 and 333-53337), on  Form  S-3
(No. 333-31043), and on Form S-4 (No. 333-60809).

Yours very truly,




PricewaterhouseCoopers LLP