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CORRESP
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Correspondence

November 16, 2005

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-7010

Attention:     H. Christopher Owings

                        Assistant Director

Re:       PNM Resources, Inc.
Registration Statement on Form S-3 (SEC File No. 333‑128607) (the
"Registration Statement")

Ladies and Gentlemen:

Set forth below are the responses of PNM Resources, Inc.
(the "Registrant") to the comments of the Staff with respect to the
above‑captioned Registration Statement contained in a letter from H.
Christopher Owings to Terry R. Horn of the Registrant dated October 20, 2005.
The Registrant is filing today an Amendment No. 1 to the Registration
Statement, including the responses described herein.  The Registrant is
desirous of having the Registration Statement become effective as soon as
practicable.  The Registrant has endeavored to respond fully to each of the
Staff's comments.

For ease of reference, we have set forth the Registrant's
responses in bold type and have also set forth each comment before the related
response.  The comments are numbered to correspond to the comment number on Mr.
Owings' comment letter.  The heading references (including references to page
numbers) refer to the headings and page numbers in the initial Registration
Statement corresponding to Mr. Owings' comment 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.

Securities and Exchange Commission

November 16, 2005

Page 2

Response
to Comment No. 1:  On June 6, 2005, the Registrant completed its
acquisition of all of the outstanding common shares of TNP Enterprises, Inc.
("TNP"), which was a privately owned holding company for Texas-New
Mexico Power Company and First Choice Power.  TNP's sole common stockholder was
SW Acquisition, L.P., which the Registrant understands was organized by the
selling stockholders for the sole purpose of investing in TNP in 2000.  SW
Acquisition, L.P. had one general partner and 11 limited partners at the time
the acquisition was completed.  Under the terms of the acquisition agreement,
SW Acquisition, L.P. received 4,326,337
newly issued shares of the Registrant's common stock and approximately
$87.6 million of cash, which cash amount is subject to certain post-closing
adjustments.  The issuance of the shares to SW Acquisition, L.P. was made by the Registrant in
reliance on the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act").  This
reliance was based on the Registrant's conclusion that the issuance did not
involve a public offering because (i) there was only one purchaser (i.e.,
SW Acquisition, L.P.), (ii) such purchaser was an institutional
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7)
of Regulation D under the Securities Act and was financially sophisticated,
(iii) such purchaser had access to, and received, disclosure concerning the
Registrant and (iv) the offering was made without any general advertising or
general solicitation.

On July 1,
2005, SW Acquisition, L.P. distributed the shares to its general partner and 11
limited partners.  Each of such general and limited partners, which are
identified as the "selling stockholders" in the Registration
Statement, is an institutional "accredited investor" as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and
has confirmed to the Registrant that it acquired the shares for its own account
or for one or more accounts (each of which is an institutional "accredited
investor") as to which such selling stockholder exercises sole investment
discretion.  The distribution was made without any general advertising or
general solicitation.  Prior to such distribution, each of the selling
stockholders agreed to not transfer the shares except in compliance with the
Securities Act.  The Registrant understands that, based on the foregoing, SW
Acquisition, L.P. has relied on the exemption referred to as "Section 4(1
½)" with respect to its distribution of such shares to the selling
stockholders.

In the event
that the issuance of the shares to SW Acquisition, L.P. and the subsequent
distribution of the shares to the general and limited partner were viewed as a
single transaction, the Registrant believes that the transactions would
continue to qualify for the exemption from registration provided by Section
4(2) of the Securities Act because (i) there was a limited number of
purchasers, (ii) all of such purchasers were institutional accredited investors
and were financially sophisticated, (iii) such purchasers had access to, and
received, disclosure concerning the Registrant and (iv) the offering was made
without any general advertising or general solicitation.

Securities and Exchange Commission

November 16, 2005

Page 3

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.

Response
to Comment No. 2:  None of the selling stockholders are registered broker-dealers.
Other than Continental Casualty Company, Carlyle High Yield Partners, L.P.,
CIBC WG Argosy Merchant Fund 2, L.L.C., Co-Investment Merchant Fund 3, LLC and
75 Wall Street Associates LLC, none of the selling stockholders are affiliates
of registered broker-dealers.  The Registrant has revised Amendment No. 1 to
identify the selling stockholders that are affiliates of registered
broker-dealers.

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.

Response
to Comment No. 3:  The Registrant and SW Acquisition, L.P. entered into the
Stock Purchase Agreement on July 24, 2004, pursuant to which the shares were
issued to SW Acquisition, L.P.  As discussed above in the Response to Comment
No. 1, the shares were issued to SW Acquisition, L.P. on June 6, 2005 in
partial consideration for the Registrant's purchase of TNP and were
subsequently distributed by SW Acquisition, L.P. to its general partner and 11
limited partners.

The Stock
Purchase Agreement specified a fixed ratio for the shares issued to SW
Acquisition, L.P.  Accordingly, SW Acquisition, L.P. and the selling stockholders
have, in effect, been subject to the full market risk of fluctuations in the
value of the

Securities and Exchange Commission

November 16, 2005

Page 4

shares for approximately 15 months.  The shares were issued to SW
Acquisition, L.P. on June 6, 2005, and it thereby assumed all risks of
ownership to the shares.  The shares constitute approximately 6.3% of the
Registrant's outstanding shares.

The
Registrant will not receive any of the proceeds from the sale of the shares by
the selling stockholders.

None of the
selling stockholders have held any position or office or have had any material
relationship with the Registrant or any of its affiliates within the past three
years and, other than the shares being registered, none of the selling
stockholders are the beneficial or registered holders of any shares of the
Registrant.  Each of the selling stockholders has represented to the Registrant
that it is not in the business of underwriting securities.  The Registrant does
not believe that the selling stockholders are a conduit for the Registrant.

This offering
does not share the characteristics of the "equity lines of credit"
for which the Staff has shown concern.  The Registrant has simply registered
the resale of shares held by non-affiliate selling stockholders that were
issued in a private placement as consideration for an acquisition of a closely
held private company.  Based on the foregoing, the Registrant believes that the
resale of the shares is not properly characterized as an indirect primary
offering.

In response
to the second part of the Staff's comment, the Registrant has updated Amendment
No. 1 to disclose that none of the selling stockholders who are affiliates of
broker-dealers acquired the shares outside the ordinary course of business or,
at the time of the acquisition of the shares, had any agreements, plans or
understandings, directly or indirectly, with any person to distribute the
shares.

4.            Please
revise to provide information as of a date as close as practical to the desired
effective date.

Response
to Comment No. 4:  In response to the Staff's request, the Registrant has
updated the disclosures in Amendment No. 1 as of the latest practicable 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.

Response
to Comment No. 5:  In response to the Staff's comment, the Registrant has
disclosed in Amendment No. 1 the names of the individuals who exercise sole or
shared voting and/or investment power with respect to the securities to be
offered

Securities and Exchange Commission

November 16, 2005

Page 5

for resale by all non-SEC reporting legal entities, as reported to the
Registrant by the selling stockholders.  The Registrant has also added
footnotes in Amendment No. 1 disclosing that Continental Casualty Company is an
indirect, wholly-owned subsidiary of CNA Financial Corporation, which is an
SEC-reporting company, and that 75 Wall Street Associates LLC is an affiliate
of Allianz Aktiengesellschaft, which is an SEC-reporting company.  The
Registrant has been advised that, other than Continental Casualty Company and
75 Wall Street Associates LLC, none of the entities listed are public entities,
majority-owned subsidiaries of public entities or registered investment
companies.

A copy of Amendment No. 1 is being filed on which are
marked all changes from the initial Registration Statement, including those
made in response to the Staff's comments.

If you have any questions regarding this letter or the
Registration Statement, please call me at (505) 241-4935.

  Very truly yours,

  /s/ Charles L. Moore

  Charles L. Moore

  Assistant
  General Counsel, SEC Reporting and Corporate Transactions, PNM Resources,
  Inc.

cc:        Lisa Beth Lentini

Peggy Kim

(Securities and Exchange Commission)

             Terry R. Horn

(PNM Resources, Inc.)

            Timothy Michael Toy

William S. Anderson

(Bracewell & Giuliani LLP)