SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                   FORM 8-A/A
                                (AMENDMENT NO. 2)

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR 12(G) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                        Pinnacle West Capital Corporation
             (Exact name of registrant as specified in its charter)


                Arizona                                     86-0512431
(State of Incorporation or Organization)       (IRS Employer Identification No.)


      400 North Fifth Street, P. O. Box 53999, Phoenix, Arizona 85072-3999
               (Address of principal executive offices) (Zip Code)


If this form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), please check the following box. [X]

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(g)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), please check the following box. [ ]

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                               Name of each exchange on which
to be so registered                               each class is to be registered
- -------------------                               ------------------------------

Preferred Share Purchase Rights                   New York Stock Exchange
                                                  Pacific Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
                                -----------------
                                (Title of Class)

ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

     The  stockholder  rights plan (the "Rights  Plan") of Pinnacle West Capital
Corporation  (the  "Company")  was amended,  effective  January 1, 2002,  to (i)
change the rights agent  thereunder  from  BankBoston,  N.A. to EquiServe  Trust
Company,  N.A., and (ii) amend the  qualification  requirements of any successor
rights agent.

     The  changes to the Rights  Plan are set forth in the  Amendment  to Rights
Agreement  (the  "Amendment")  by and among the Company,  BankBoston  N.A.,  and
EquiServe Trust Company, N.A. The summary set forth below does not purport to be
complete and is qualified in its entirety by the  Amendment  filed  herewith and
incorporated herein by reference.

     The primary effects of the Amendment are:

     * To change the Rights  Agent from  BankBoston,  N.A.  to  EquiServe  Trust
Company, N.A.;

     * To eliminate  the  requirement  that any  successor  Rights Agent have an
office in the State of Arizona or New York; and

     *  To  change  the  requirement  that  any  successor  Rights  Agent  have,
individually,  a combined  capital and surplus of at least $50  million,  to the
requirement that such successor Rights Agent have, individually or combined with
an affiliate, a combined capital and surplus of at least $100 million.

ITEM 2. EXHIBITS.

     The Company hereby  incorporates the following  Exhibit by reference to the
filing set forth below:



Exhibit No.    Description               Previously Filed As     File No.    Date Effective
- -----------    -----------               -------------------     --------    --------------
                                                                 
4.1            Amendment to Rights       Exhibit 4.1 to the       1-8962        5-15-02
               Agreement effective as    Company's March 2002
               of January 1, 2002        Form 10-Q Report


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                                    SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

                                    PINNACLE WEST CAPITAL CORPORATION



Dated: June 28, 2002                By: Barbara M. Gomez
                                        ----------------------------------------
                                        Barbara M. Gomez,
                                        Treasurer

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