SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 
SCHEDULE 13G/A
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(c)
( AMENDMENT 3)

 
PINNACLE WEST CAPITAL CORPORATION
( NAME OF ISSUER )
 
COMMON STOCK
(Title of Class of Securities)
 
723484101
(CUSIP Number)
 
AUGUST 31,2004
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 	 	Rule 13d-1 (b)	
 	 	X Rule 13d-2 (c)	
 	 	Rule 13d-1 (d)	

CUSIP No. 723484101	13G/A	Page 1 of 3 pages	

1.	Names of reporting persons	JPMorgan Chase & Co.	
 	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)	13-2624428	

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a)	
 	 	(b)	

3.	SEC USE ONLY	

4.	CITIZENSHIP OR PLACE OF ORGANIZATION	
 	Delaware	

NUMBER OF	5.	SOLE VOTING POWER	6,307,165	
SHARES	 	 	 	
BENEFICIALLY	6.	SHARED VOTING POWER	620,244	
OWNED BY	 	 	 	
EACH	7.	SOLE DISPOSITIVE POWER	8,835,191	
REPORTING	 	 	 	
PERSON WITH	8.	SHARED DISPOSITIVE POWER	1,055,522	

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	
 	  9,948,668	

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES	 	
 	CERTAIN SHARES	 	

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)	
 	10.8%	

12.	TYPE OF REPORTING PERSON*	HC	

Item 1(a).	Name of Issuer:	
 	PINNACLE WEST CAPITAL CORPORATION	

Item 1(b).	Address of Issuer's Principal Executive Offices:	
 	400 NORTH FIFTH ST., P.O. BOX 53999
PHOENIX, AZ 85072-3999	

Item 2(a).	Name of Person Filing:	
 	JPMorgan Chase & Co.	

Item 2(b).	Address of Principal Business Office or, if None, Residence:	
 	270 PARK AVE	
 	NEW YORK, NY 10017	

Item 2(c).	Citizenship	
 	Delaware	

Item 2(d).	Title of Class of Securities:	
 	COMMON STOCK	
 	Unless otherwise noted, security being reported is common stock	

Item 2(e).	CUSIP Number:	723484101	

Item 3	If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)	
 	Or (c), Check Whether the Person Filing is a :	

 	(a)	 	Broker or dealer registered under Section 15 of the Exchange Act;	
 	(b)	 	Bank as defined in Section 3(a)(6) of the Exchange Act;	
 	(c)	 	Insurance company as defined in Section 3(a)(19) of the	
 	 	 	Exchange Act;	
 	(d)	 	Investment company registered under Section 8 of the Investment	
 	 	 	Company Act;	
 	(e)	 	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);	
 	(f)	 	An employee benefit plan or endowment fund in accordance with	
 	 	 	Rule 13d-1(b)(1)(ii)(F);	
 	(g)	X	A parent holding company or control person in accordance with	
 	 	 	Rule 13d-2(c)(1)(ii)(G);	
 	(h)	 	A savings association as defined in Section 3(b) of the Federal	
 	 	 	Deposit Insurance Act;	
 	(i)	 	A church plan that is excluded from the definition of an	
 	 	 	Investment company under Section 3(c)(14) of the Investment	
 	 	 	Company act;	
 	(j)	 	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).	

If this statement is filed pursuant to Rule 13d-2(c), check this box.	X	

Page 2 of 3 pages

Item 4.	Ownership	

 	Provide the following information regarding the aggregate number and	
 	Percentage of the class of securities of issuer identified in Item 1.	
 	(a)	Amount beneficially owned: 9,948,668  	
 	 	Including 0 shares where there is a Right to Acquire.	
 	(b)	Percent of class: 10.8%	
 	(c)	Number of shares as to which such person has:	
 	 	(i)	Sole power to vote or to direct the vote:	6,307,165 	
 	 	(ii)	Shared power to vote or to direct the vote:	620,244	
 	 	(iii)	Sole power to dispose or to direct the disposition of:	8,835,191	
 	 	(iv)	Shared power to dispose or to direct the disposition of:	1,055,522	

Item 5.	Ownership of Five Percent or Less of a Class. NOT APPLICABLE	

If this statement is being filed to report the fact that as of the date	
hereof the reporting person has ceased to be the beneficial owner of more	
than five percent of the class of securities, check the following. ( )	

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.	

	 	
JPMorgan Chase & Co. is the beneficial owner of 9,948,668 shares of the	
issuer's common stock on behalf of other persons known to have one or more of	
the following:	
 	the right to receive dividends for such securities;	
 	the power to direct the receipt of dividends from such securities;	
 	the right to receive the proceeds from the sale of such securities;	
 	the right to direct the receipt of proceeds from the sale of such securities;	

 

Item 7.	Identification and Classification of the Subsidiary Which Acquired the	
 	Security being reported on by the Parent Holding Company.	
This notice is filed on behalf of JPMorgan Chase & Co. and its wholly owned	
Subsidiary (ies),	
Chase Manhattan Bank USA, National Association	
JPMORGAN CHASE BANK	
J.P. Morgan Investment Management Inc.	
J.P. Morgan Trust Bank Ltd.	
J.P. Morgan Trust Company, National Association	
J.P. Morgan Fleming Asset Management (UK) Limited	

Item 8.	Identification and Classification of Members of the Group.	
 	Not Applicable	

Item 9.	Notice of Dissolution of Group.	
 	Not Applicable	

Item 10.	Certifications	

By signing below I certify that, to the best of my knowledge and belief,	
the securities referred to above were not acquired and are not held for the	
purpose of or with the effect of changing or influencing the control of the	
issuer of the securities and were not acquired and are not held in connection	
with or as a participant in any transaction having that purpose or effect.	

Page 3 of 3 pages  

SIGNATURE	
After reasonable inquiry and to the best of my knowledge and belief, I certify that the	
information set forth in this statement is true, complete and correct.	

Dated: SEPTEMBER 09,2004	JPMorgan Chase & Co.	
 	By: /s/ Margaret R. Rubin	
 	--------------------------------------	
 	Margaret R. Rubin	
 	Corporate Compliance	

 

The original statement shall be signed by each person on whose behalf the statement	
is filed or his authorized representative. If the statement is signed on behalf of	
a person by his authorized representative (other than an executive officer or general	
partner of the filing person), evidence of the representative's authority to sign on	
behalf of such person shall be filed with the statement, provided, however, that a	
power of attorney for this purpose which is already on file with the commission may	
be incorporated by reference. The name and any title of each person who signs the	
the statement shall be typed or printed beneath his signature.