SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PADILLA EDWARD JR

(Last)

(First)

(Middle)

ALVARADO SQUARE

MS Z190

(Street)

ALBUQUERQUE

87158

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PNM RESOURCES INC [ PNM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SR VP, CUST & DEL SRV

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	09/08/2004		M		8,319	A	$8.6667	13,793⁽³⁾⁽⁴⁾	D
COMMON STOCK	09/09/2004		S		8,319	D	$21.63	5,474⁽³⁾⁽⁴⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
PHANTOM STOCK UNITS	⁽¹⁾	09/08/2004		A		25		⁽²⁾	⁽²⁾	COMMON STOCK	25	⁽²⁾	965	D
STOCK OPTIONS	$8.6667	09/08/2004		M			8,319	06/30/1996	12/31/2004	COMMON STOCK	8,319	$21.63	165,428⁽⁵⁾	D

Explanation of Responses:

1. THE SECURITY CONVERTS TO COMMON STOCK ON A ONE FOR ONE BASIS.

2. THE PHANTOM STOCK UNITS WERE ACQUIRED UNDER THE PNM RESOURCES, INC., EXECUTIVE SAVINGS PLAN AND WILL BE SETTLED UPON THE REPORTING PERSON'S RETIREMENT OR OTHER TERMINATION OF SERVICE.

3. TOTAL INCLUDES 1,466 SHARES ACQUIRED UNDER PNM RESOURCES, INC., 401(K) PLAN. INFORMATION IS BASED ON A REPORT DATED 08/31/04.

4. ON JUNE 11, 2004, THE COMMON STOCK OF PNM RESOURCES, INC., SPLIT 3-FOR-2, RESULTING IN THE REPORTING PERSON'S ACQUISITION OF 1,158 ADDITIONAL SHARES OF COMMON STOCK, AND IS INCLUDED IN THE TOTAL.

5. ON JUNE 11, 2004, THE COMMON STOCK OF PNM RESOURCES, INC., SPLIT 3-FOR-2, RESULTING IN THE REPORTING PERSON'S ACQUISITION OF 6,402 ADDITIONAL STOCK OPTIONS, AND IS INCLUDED IN THE TOTAL.

Remarks:

	EDWARD PADILLA, JR.	09/09/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.