EXHIBIT 10.3a


                             THIRD AMENDMENT TO
                     THE ARIZONA PUBLIC SERVICE COMPANY
                         DEFERRED COMPENSATION PLAN


     Effective  January 1,   1978,  ARIZONA  PUBLIC  SERVICE   COMPANY  (the

"Company") adopted the ARIZONA  PUBLIC SERVICE COMPANY DEFERRED COMPENSATION

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

times  and  was most  recently  amended  and  restated  in its  entirety  on

December 15, 1983.  The Plan was thereafter amended on December 22, 1986 and

on December 23, 1987.  By this instrument, the Company desires  to amend the

Plan  to allow  participants  to make  a  one-time 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 IV of the Plan is hereby amended by adding new Paragraph F

at the end thereof which shall read as follows:

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

          Notwithstanding anything  in this  Section IV or  the Plan  to the
     contrary, each  Participant  who is  designated 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 F 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 F shall be effective as of the
     January 1 next following the  Participant's election.  Nothing  in this
     Paragraph F  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 IV 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  trans-
     ferred 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 amended and restated effective January 1, 1984,

and thereafter amended.

     DATED:  April 4, 1993.


                         ARIZONA PUBLIC SERVICE COMPANY


                         By:      Armando Flores
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                              Its:  Vice President - HR
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