SecProbe.io

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Mail Stop 3561

October 20, 2005

Terry R. Horn
Vice President, Corporate Secretary and Action Chief Financial
Officer
PNM Resources, Inc.
Alvarado Square
Albuquerque, NM  87158

      Re:	PNM Resources, Inc.
		Registration Statement on Form S-3
      Filed September 27, 2005
		File No. 333-128607

Dear Mr. Horn:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Selling Stockholders, page 2
1. You indicate that the shares being sold pursuant to this
registration statement were issued under the terms of an
acquisition
agreement with TNP.  Please tell us the exemption from
registration
you relied upon for the private sale and describe the facts that
make
the exemption available to you.  In addition, please also tell us
the
exemptions that were relied upon to distribute the shares to the
current shareholders and describe the facts that make the
exemptions
available.
2. Please identify all selling shareholders who are registered
broker-dealers or affiliates of broker dealers.  Additionally,
tell
us if the broker-dealer received the securities as underwriting
compensation.  Please note that a registration statement
registering
the resale of shares being offered by broker-dealers must identify
the broker dealers as underwriters if the shares were not issued
as
underwriting compensation.
3. Please provide an analysis supporting your position that the
resale of securities by any affiliates of broker-dealers is not an
indirect primary offering.  Your analysis should address the
following points:
* how long the selling shareholders have held the securities;
* the circumstances under which the selling shareholders received
the
securities;
* the selling shareholders` relationship to the issuer;
* the amount of securities involved;
* whether the sellers are in the business of underwriting
securities;
and
* whether under all the circumstances it appears that the seller
is
acting as a conduit for the issuer.

Assuming the resale of securities by affiliates of broker-dealers
is
not an indirect primary offering, you must clearly state in your
prospectus:
* the seller purchased in the ordinary course of business;
* and at the time of the purchase of the securities to be resold
the
seller had no agreements or understandings, directly or
indirectly,
with any person to distribute the securities.
4. Please revise to provide information as of a date as close as
practicable to the desired effective date.
5. We note that all of the selling stockholders are non-natural
persons.  Please disclose the natural persons who exercise sole or
shared voting or investment power over the entity.  See Telephone
Interpretation 4S in the Regulation S-K section of the March 1999
Telephone Interpretation Manual.  If any of the entities listed
are
public entities, majority-owned subsidiaries of public entities or
registered investment companies, please disclose this by way of
footnote.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      If you have any questions, please call Lisa Beth Lentini,
Attorney-Advisor, at (202) 551-3334, Peggy Kim, Senior Staff
Attorney, at (202) 551-3411, or me at (202) 551-3725.

								Sincerely,

								H. Christopher Owings
								Assistant Director
Cc:	Charles Moore
	(505) 241-0754
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Terry R. Horn
PNM Resources, Inc.
October 20, 2005
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