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Item 1.01 Entry into a Material Written Agreement.

On July 29, 2005, PNM Resources, Inc. ("PNMR") amended its 2005 Officer Incentive Plan (which was filed as exhibit 10.30 to its quarterly report on Form 10-Q for the quarter ended March 31, 2005) by revising the 2005 earnings per share ("EPS") scale that affects the amount, if any, of cash bonuses paid under the plan to named executive officers (as defined in Item 402(a)(3) of Regulation S-K) and certain other officers in 2006 for 2005 performance.  The EPS range is now $1.55 to $1.74 (instead of $1.40 to $1.60) to reflect the post acquisition effect of the acquisition of TNP Enterprises, Inc. and its subsidiaries on June 6, 2005.  This EPS share range is established solely for the purpose of measuring performance under the Officer Incentive Plan and has no effect on PNMR's announced earnings guidance.  The amendment to the 2005 Officer Incentive Plan will be filed as an exhibit to Form 10-Q for PNMR as required.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.