UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

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


        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED: November 4, 2004)


                                                               IRS Employer
Commission       Registrant; State of Incorporation;           Identification
File Number      Address; and Telephone Number                 Number
-----------      -----------------------------------           ----------------

1-13739          UNISOURCE ENERGY CORPORATION                  86-0786732
                 (An Arizona Corporation)
                 One South Church Avenue, Suite 100
                 Tucson, AZ 85701
                 (520) 571-4000

1-5924           TUCSON ELECTRIC POWER COMPANY                 86-0062700
                 (An Arizona Corporation)
                 One South Church Avenue, Suite 100
                 Tucson, AZ 85701
                 (520) 571-4000






ITEM 2.02. DISCLOSURE OF RESULTS AND FINANCIAL CONDITION
--------------------------------------------------------

      On November 4, 2004, UniSource Energy Corporation (UniSource Energy)
issued a press release announcing third quarter 2004 earnings for UniSource
Energy and Tucson Electric Power Company (TEP). A copy of the press release is
attached as Exhibit 99.

      The earnings release includes the presentation of TEP's and Millennium
Energy Holdings, Inc.`s (Millennium) net income or loss on a per UniSource
Energy share basis. UniSource Energy believes that the presentation of TEP and
Millennium net income or loss on a per UniSource Energy share basis, non-GAAP
financial measures, provide useful information to investors by disclosing the
results of operations of its business segments on a basis consistent with
UniSource Energy's reported earnings.

      Exhibit 99 UniSource Energy Corporation Press Release, dated November 4,
2004.



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                                   SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. The signature for each undersigned
company shall be deemed to relate only to matters having reference to such
company or its subsidiaries.

                                           UNISOURCE ENERGY CORPORATION
                                                    (Registrant)


                                                /s/ Kevin P. Larson
                                           -----------------------------
Date: November 4, 2004                        Vice President and Principal
                                                  Financial Officer


                                           TUCSON ELECTRIC POWER COMPANY
                                                    (Registrant)


                                                /s/ Kevin P. Larson
Date: November 4, 2004                   -----------------------------------
                                             Vice President and Principal
                                                  Financial Officer


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