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)  August 28, 1996
                                                  --------------- 

                         PINNACLE WEST CAPITAL CORPORATION
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             (Exact name of registrant as specified in its charter)

    Arizona                            1-8962                      86-0512431
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(State or other                     (Commission                   (IRS Employer
jurisdiction of                     File Number)                  Identification
incorporation                                                     Number)


400 East Van Buren,  P.O. Box 52131, Phoenix, AZ 85004
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(Address of principal executive offices)               (Zip code)


Registrant's telephone number, including area code (602) 379-2616
                                                   -------------- 



                                      NONE
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         (Former name or former address, if changed since last report)

Item 5.   Other Events

         In August 1996, as part of its ongoing competition docket, the Staff of
the  Arizona  Corporation  Commission  ("ACC")  conducted  another  workshop  on
electric industry  restructuring  with interested parties on a number of options
for introducing retail electric  competition in Arizona.  See Note 5 of Notes to
Condensed  Consolidated  Financial  Statements in Part I, Item 1 of the Pinnacle
West Capital  Corporation (the "Company")  Quarterly Report on Form 10-Q for the
fiscal  quarter  ended June 30, 1996. On August 28, 1996 the ACC Staff issued an
initial draft of a proposed rule for introduction of retail electric competition
in Arizona for comments by  interested  parties by September 12, 1996. A copy of
the draft rule is incorporated herein by reference. At this time, the process is
not part of a formal rulemaking procedure, and a procedural framework beyond the
comment  deadline has not yet been  established.  The Company  cannot  currently
predict the process which will be used to initiate ACC rules for retail electric
competition or the ultimate form of such rules.

         In April 1996 an  Arizona  law  established  legislative  and  advisory
committees to study electric  utility industry  restructuring  issues and report
back to the legislature by the end of 1997.  Members of the committees have been
appointed, and include a representative of Arizona Public Service Company.

Item 7.   Financial Statements and Exhibits

(c) Exhibits

The Company hereby  incorporates the following  Exhibit pursuant to Exchange Act
Rule 12b-32 and Regulation 201.24 by reference to the filing set forth below:

                                      Originally Filed                 Date
Exhibit No.     Description             as Exhibit         File No.    Effective
- - -----------     -----------         -------------------    --------    ---------

10.1            Proposed Rule       10.1 APS'              1-4473      8-30-96
                Retail Electric     August 30, 1996
                Competition-        Report on Form 8-K
                Docket No.
                U-0000-94-165


                                   SIGNATURES
                                   ----------



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



                                            PINNACLE WEST CAPITAL CORPORATION
                                            (Registrant)




Dated  August 30, 1996                      By Michael S. Ash
      ----------------                         -----------------------
                                               Michael S. Ash
                                               Corporate Counsel