SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No. 1)

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Filed by a Party other than the Registrant [_]

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    14a-6(e)(2)) 
[X] Definitive Proxy Statement 
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-12


                          UNISOURCE ENERGY CORPORATION
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                (Name of Registrant as Specified In Its Charter)
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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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                      AMENDMENT TO PROXY STATEMENT FOR THE
                          ANNUAL SHAREHOLDERS' MEETING
                            TO BE HELD ON MAY 6, 2005


To the Holders of Common Stock of
UniSource Energy Corporation

UniSource Energy Corporation's (the Company's) proxy statement, first
distributed to shareholders beginning April 6, 2005, relating to the Company's
2005 annual meeting to be held on May 6, 2005, inadvertently omitted Barclays
Global Investors, NA. from the table on page [5] entitled "Security Ownership of
Certain Beneficial Owners." The following information for Barclays Global
Investors, NA. should have been included in that table:

                                            Amount and
Title of    Name and Address                Nature of
 Class     of Beneficial Owner         Beneficial Ownership    Percent of Class
--------  -------------------          --------------------    ----------------
                                                           
Common   Barclays Global Investors, NA.    2,377,283  (3)            6.9%
         45 Fremont Street
         San Francisco, CA 94105

(3)  In a statement (Schedule 13G) filed with the SEC on February 14, 2005,
     Barclays Global Investors, NA., indicated that it has sole voting power
     over 2,193,239 shares of the Company's common stock, and shared dispositive
     power over 2,377,283 shares of the Company's common stock. The filing
     indicated that the 2,377,283 shares are owned by Barclays Global Investors,
     NA. (1,187,833 shares), Barclays Global Fund Advisors (927,067 shares),
     Barclays Capital Securities Limited (23,783) and Palomino Limited (238,600
     shares).