EXHIBIT 10.2a


                             SECOND AMENDMENT TO
                     THE ARIZONA PUBLIC SERVICE COMPANY
                    DIRECTORS' DEFERRED COMPENSATION PLAN


     Effective  January 1,  1982,   ARIZONA  PUBLIC  SERVICE  COMPANY   (the

"Company") adopted  the ARIZONA  PUBLIC SERVICE COMPANY  DIRECTORS' DEFERRED

COMPENSATION  PLAN  (the "Plan").   The  Plan  was subsequently  amended and

restated in its entirety effective January 1, 1986.  The Plan was thereafter

amended  effective January 1, 1991.  By this instrument, the Company desires

to amend  the Plan  to  allow participants  to  make a  onetime  irrevocable

election to transfer their Deferral Option I  accounts under the Plan to the

Pinnacle West  Capital Corporation,  Arizona Public Service  Company, SunCor

Development Company and  El Dorado Investment Company Deferred  Compensation

Plan.

    1.    This Amendment shall amend only the provisions of the Plan as  set

forth herein, and  those provisions  not expressly amended  hereby shall  be

considered in full force and effect.

    2.    Section V  of the Plan is hereby amended by adding new Paragraph E

at the end thereof which shall read as follows:

     E.   One-Time Election to Transfer Amounts Under Deferral Option I.

          Notwithstanding  anything in  this Section V  or the  Plan to  the
     contrary,  each Participant who  is dessignated  to participate  in the
     Pinnacle  West Capital  Corporation,  Arizona Public  Service  Company,
     SunCor Development  Company and  El Dorado Investment  Company Deferred
     Compensation Plan (the "DCP") may elect to transfer all of the Deferral
     Option I accounts established for him under the Plan to the  DCP.  Such
     an election shall be irrevocable and  must be made on forms  acceptable
     to the Committee  no later than the later of  (a) December 31, 1992, or
     (b) December 31 of the  calendar year preceding  the calendar year  for
     which the Participant is first designated for participation in the DCP.
     A  Participant who elects to transfer his Deferral Option I accounts to
     the DCP pursuant to this Paragraph E shall cease to be a Participant in
     Deferral Option I of  the Plan as of the effective  date of such trans-
     fer.  All transfers under this Paragraph E shall be effective as of the
     January 1 next following the  Participant's election.  Nothing  in this
     Paragraph E  shall  permit  a  Participant  or  the  Beneficiary  of  a
     Participant  to receive  a distribution  of the  Participant's Deferral
     Option I  accounts prior to the  occurrence of a  distribution event as
     provided for in this Section V if  such accounts are not transferred to
     the DCP, or the occurrence of any distribution event as provided for in
     the  DCP   with  respect  to  Deferral  Option I   accounts  which  are
     transferred to the DCP.

    3.    The  provisions  of  this  Amendment  shall  be  effective  as  of

January 1, 1993.

     Except  as  amended and  supplemented by  this instrument,  the Company

hereby  ratifies  the  Plan  as  restated  effective  January 1,  1986,  and

thereafter amended.

     DATED:  April 4, 1993.


                         ARIZONA PUBLIC SERVICE COMPANY



                         By:   Armando Flores
                            ------------------------------------
                            Its:  Vice President - HR
                                --------------------------------