UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of Earliest Event Reported: October 12, 2004)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

         On October 12, 2004, the Federal Energy Regulatory Commission (FERC) issued an order authorizing the proposed acquisition of UniSource Energy Corporation (UniSource Energy) by an affiliate of Saguaro Utility Group L.P. In accordance with the Federal Power Act, FERC reviewed the proposed transaction and concluded that the transaction is consistent with the public interest.

         In November 2003, UniSource Energy entered into an agreement that provides for the acquisition of all of the company's outstanding common stock for $25.25 per share by an affiliate of Saguaro Utility Group L.P., an Arizona limited partnership whose general partner is Sage Mountain, L.L.C. and whose limited partners include investment funds affiliated with Kohlberg Kravis Roberts & Co., L.P., J.P. Morgan Partners, LLC, and Wachovia Capital Partners. UniSource Energy's shareholders voted on March 29, 2004 to approve the acquisition agreement. The acquisition still requires approval by the Arizona Corporation Commission and the Securities and Exchange Commission under the Public Utility Holding Company Act.

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SIGNATURES

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