35-CERT

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


- --------------------------------------------
IN THE MATTER OF                                      CERTIFICATE
UNISOURCE ENERGY CORPORATION, ET AL.                  PURSUANT TO
                                                      RULE 24
File No. 70-10116

(Public Utility Holding Company Act of 1935)
- --------------------------------------------



     This Certificate of Notification pursuant to Rule 24 under the Public
Utility Holding Company Act of 1935, as amended (the "Act"), is filed by
UniSource Energy Corporation ("UniSource Energy"), an exempt holding company
under Section 3(a)(1) of the Act, and its wholly-owned subsidiary, UniSource
Energy Services, Inc. ("UES"), also an exempt holding company pursuant to
Section 3(a)(1) of the Act, in connection with the acquisition by UES of all of
the issued and outstanding common stock of UNS Electric, Inc. ("UNS Electric")
and UNS Gas, Inc. ("UNS Gas"), as authorized by Order of the Securities and
Exchange Commission (the "Commission") dated August 1, 2003, in this proceeding
(Holding Co. Act Release No. 27706). UNS Electric and UNS Gas are the corporate
vehicles through which UniSource Energy has purchased the electric and gas
utility assets of Citizens Communications Company ("Company") that are located
in Arizona and used to provide electric and gas utility service to customers in
Arizona.

     UniSource Energy hereby certifies to the Commission pursuant to Rule 24
that, on August 11, 2003, UniSource Energy, through UNS Electric and UNS Gas,
completed the purchase of the Arizona electric and gas utility assets of
Citizens for a total purchase price of $220 million ($88 million for the
electric assets and $132 million for the gas assets) plus operating capital
adjustments.

     A "past tense" opinion of counsel is filed as Exhibit F (past tense)
hereto.





                                   SIGNATURES

     Pursuant to the requirements of the Act, the undersigned companies have
duly caused this statement to be signed on their behalves by the undersigned
thereunto duly authorized.

                                          UniSource Energy Corporation


                                          By: /s/ Kevin P. Larson
                                              -------------------
                                          Name:   Kevin P. Larson
                                          Title:  Vice President, Chief
                                                  Financial Officer and
                                                  Treasurer



                                          UniSource Energy Services, Inc.


                                          By: /s/ Kevin P. Larson
                                              -------------------
                                          Name:   Kevin P. Larson
                                          Title:  Treasurer


Dated:  August 20, 2003

EX-5

                                                          EXHIBIT F (PAST TENSE)


                       [Letterhead of Vincent Nitido, Jr.]


                          UNISOURCE ENERGY CORPORATION
                       One South Church Avenue, Suite 100
                              Tucson, Arizona 85701
                                  520-571-4000

                                 August 20, 2003



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

            Re:  UniSource Energy Corporation, et al.
                 Form U-1 Application/Declaration
                 (File No. 70-10116)

Dear Sirs:

     I refer to the Form U-1 Application/Declaration, as amended, in the
above-referenced proceeding (the "Application"), under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), filed with the Securities
and Exchange Commission (the "Commission") by UniSource Energy Corporation
("UniSource Energy") and its wholly-owned subsidiary, UniSource Energy Services,
Inc., ("UES"), each an Arizona corporation, and to the order of the Commission
in this proceeding dated August 1, 2003 (Holding Co. Act Release No. 27706).
Capitalized terms used in this letter without definition have the meanings
ascribed to such terms in the Application.

     In the Application, UniSource Energy and UES sought authorization under the
Act to acquire all of the issued and outstanding common stock of two
newly-formed Arizona corporations, UNS Electric, Inc. ("UNS Electric") and UNS
Gas, Inc. ("UNS Gas," and together with UNS Electric, the "New Utility
Companies") (the "Transaction"). The New Utility Companies were formed to be the
corporate vehicles through which UniSource Energy proposed to acquire the
electric and gas utility properties of Citizens Communications Company
("Citizens") that are located in the State of Arizona. On August 11, 2003, in
accordance with the Commission's order in this proceeding, UniSource Energy,
through UNS Electric and UNS Gas, purchased the Electric Assets and the Gas
Assets for a total purchase price of $220 million plus operating capital
adjustments. The Commission also granted UniSource Energy and UES, which is the





direct parent of the New Utility Companies, exemptions from all provisions of
the Act, except Section 9(a)(2), pursuant to Section 3(a)(1).

     I have acted as counsel for UniSource Energy and UES in connection with the
Application and, as such counsel, I am familiar with the corporate proceedings
taken by UniSource Energy and UES in connection with the Transaction, as
described in the Application. I have examined originals, or copies certified to
my satisfaction, of such corporate records of UniSource Energy and UES,
certificates of public officials, certificates of officers and representatives
of UniSource Energy and UES, and other documents as I have deemed it necessary
to examine as a basis for the opinions hereinafter expressed. In such
examination, I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals and the conformity
with the originals of all documents submitted to me as copies. As to various
questions of fact material to such opinions, I have, when relevant facts were
not independently established, relied upon certificates of officers of UniSource
Energy and UES and other appropriate persons and statements contained in the
Application and the exhibits thereto.

     Subject to the foregoing assumptions and conditions, and having regard to
legal considerations which I deem relevant, I am of the opinion that:

     1.  All state laws applicable to the Transaction have been complied with.

     2.  The New Utility Companies and UES are validly organized and duly
     existing under the laws of the State of Arizona.

     3.  The common stock of the New Utility Companies acquired by UES and the
     common stock of UES acquired by UniSource Energy in the Transaction is, in
     each case, validly issued, fully paid and nonassessable, and UES (as the
     holder of the common stock of the New Utility Companies) and UniSource
     Energy (as the holder of the common stock of UES) are entitled to the
     rights and privileges appertaining thereto set forth in the organizational
     documents of such companies.

     4.  UES legally acquired the common stock of the New Utility Companies and
     UniSource Energy legally acquired the common stock of UES.

     5.  The consummation of the Transaction did not violate the legal rights of
     the holders of any securities issued by UniSource Energy or any associate
     company of UniSource Energy.


                                       2



     I hereby consent to the filing of this opinion as part of UniSource
Energy's and UES's certificate pursuant to Rule 24. This opinion is intended
solely for the use of the Commission and may not be relied upon by any other
person for any other purpose.


                                          Very truly yours,


                                          /s/ Vincent Nitido, Jr.
                                              ------------------


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