EXHIBIT 4.1

                                  AGREEMENT

     THIS AGREEMENT,  executed this 21st  day of March,  1994, on  behalf of
ARIZONA  PUBLIC  SERVICE  COMPANY  (the  "Company"),  an  entity  which  has
registered certain of its securities  under the Securities Act of  1933 (the
"'33 Act") and the Securities Exchange Act of 1934 (the "'34 Act") and which
is required to file certain reports pursuant to the '34 Act,

                                 WITNESSETH:

     WHEREAS, the  Company wishes  to  avail  itself  of  Regulation Section
229.601(b)(4)(iii)  promulgated  by the Securities  and Exchange  Commission
(the "Commission") pursuant to its power under the '33 Act  and the '34 Act,
which  regulation provides that there need  not be filed with the Commission
as an exhibit  to certain registration statements and  reports under the '33
Act or  the '34 Act any instrument with respect  to long-term debt not being
registered under the '33 Act and/or  the '34 Act if (i) the total  amount of
securities authorized thereunder does not exceed  10% of the total assets of
the registrant and its subsidiaries  on a consolidated basis and (ii)  there
is  filed  with the  Commission  an  agreement to  furnish  a  copy of  such
instrument to the Commission upon request;

     NOW,  THEREFORE, the Company hereby agrees to file with the Commission,
upon the request of  the Commission that it so  do, any and all  instruments
(including all amendments and modifications thereto) which:

     (1)  are now in effect or become effective hereafter;

     (2)  define the rights of holders of  long-term debt of the Company and
of  all  subsidiaries for  which  consolidated  or unconsolidated  financial
statements are required to be filed with the Commission;

     (3)  relate  to long-term debt not  being registered under  the '33 Act
and/or the '34 Act; and

     (4)  authorize  securities not in excess of  10% of the total assets of
the Company and its subsidiaries on a consolidated basis.


     IN WITNESS  WHEREOF, the Company has  duly caused this Agreement  to be
signed on its behalf by the undersigned thereunto duly authorized.

                                   ARIZONA PUBLIC SERVICE COMPANY



                                   Nancy E. Newquist
                                   ----------------
                                   Nancy E. Newquist
                                   Treasurer

ATTEST:


Nancy C. Loftin
- ---------------
Nancy C. Loftin
Secretary