NEW CENTURY ENERGIES INC
U-9C-3, 1997-12-02
ELECTRIC & OTHER SERVICES COMBINED
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM U-9C-3




                     QUARTERLY REPORT PURSUANT TO RULE 58 OF
                 THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                For the quarterly period ended September 30, 1997



                           New Century Energies, Inc.
                      (Name of Registered Holding Company)

                    1225 17th Street, Denver, Colorado 80202
                    (Address of Principal Executives Offices)



                    Inquiries concerning this Form U-9C-3 may
                             be directed to either:



                                Teresa S. Madden
                            Controller and Secretary
                           New Century Energies, Inc.
                           1225 17th Street, Suite 900
                                Denver, CO 80202
                                 (303) 294-2338

                                       or

                                William M. Dudley
                            Associate General Counsel
                           New Century Energies, Inc.
                           1225 17th Street, Suite 600
                                Denver, CO 80202
                                 (303) 294-2500



<PAGE>


                           NEW CENTURY ENERGIES, INC.
                                   FORM U-9C-3
                    For the Quarter Ended September 30, 1997

                                Table of Contents

                                                                           Page

Item 1. Organization Chart                                                   1

Item 2. Issuances and Renewals of Securities and Capital Contributions       1

Item 3. Associated Transactions                                              1

Item 4. Summary of Aggregate Investment                                      3

Item 5. Other Investments                                                    3

Item 6. Financial Statements and Exhibits                                    3

SIGNATURE                                                                    4



<PAGE>
<TABLE>


Item 1. - ORGANIZATION CHART
<CAPTION>

     Name of                            Energy or                                         Percentage of           Nature
    Reporting                          Gas Related         Date of          State of          Voting                of
     Company                             Company        Organization      Organization   Securities Held         Business
     -------                             -------        ------------      ------------   ---------------         --------
<S>                                    <C>              <C>                    <C>          <C>             <C>    
                 
New Century Energies, Inc.(a)
  NC Enterprises, Inc. (a)
    New Century-Cadence, Inc.(New)(b)  Energy-related   August 28, 1997        CO           100%             Holds energy-related
                                                                                                             company
      Cadence Network LLC(New)(c)      Energy-related   September 3, 1997      DE           33 1/3%          Energy management
                                                                                                             and consulting
                                                                                                             services; also
                                                                                                             brokering and
                                                                                                             marketing of energy
                                                                                                             commodities
</TABLE>

- -----------------------
(a)  Directly and/or indirectly holds securities in energy-related companies.
(b)  Exclusively in business of holding interest in Cadence Network LLC.
(c)  Specifically,  Cadence  Network LLC will  provide a single  source for both
     energy management  services and products designed to lower energy costs for
     national companies that operate at multiple locations.

Item 2. - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS

CAPTIAL CONTRIBUTIONS:

Company                           Company                          Amount of
Contributing                      Receiving                        Capital
Capital                           Capital                          Contribution

New Century-Cadence, Inc.         Cadence Network LLC              $2,649,839

Item 3. - ASSOCIATED TRANSACTIONS

Part I. - Transactions performed by reporting companies on behalf of associate
          companies.

Reporting    Associate
Company      Company       Types of     Direct      Indirect    Cost      Total
Rendering    Receiving     Services     Costs       Costs       of        Amount
Services     Services      Rendered     Charged     Charged     Capital   Billed
- --------     --------      --------     -------     -------     -------   ------
NONE


                                       1
Part II - Transactions  performed by associate  companies on behalf of reporting
companies.

Associate    Reporting
Company      Company       Types of     Direct      Indirect    Cost       Total
Rendering    Receiving     Services     Costs       Costs       of        Amount
Services     Services      Rendered     Charged     Charged     Capital   Billed
- --------     --------      --------     -------     -------     -------   ------

NONE










                                       2

<PAGE>



Item 4. - SUMMARY OF AGGREGATE INVESTMENT

<TABLE>
<CAPTION>

Investments in energy-related companies (in thousands):
     <S>                                                               <C>              <C>             <C>    

     Total consolidated capitalization as of September 30, 1997        $   4,652,899                    Line 1

     Total capitalization multiplied by 15%
     (Line 1 multiplied by 0.15)                                             697,935                    Line 2

     Greater of $50 million or line 2                                                   $   697,935     Line 3

     Total current aggregate investment:
     (categorized by major line of energy-related business)
         Energy-related business Category I (i.e., Rule 58(b)(1)(i))           2,650
           Total current aggregate investment                                                 2,650     Line 4
                                                                                        -----------

     Difference between the greater of $50 million or 15% of
     capitalization and the total aggregate investment of the
     registered holding company system                                                  $   695,285     Line 5
                                                                                        ===========
     (line 3 less line 4)
</TABLE>

Investments in gas-related companies:

NONE

Item 5. - OTHER INVESTMENTS


Major Line         Other               Other
of Energy-Related  Investment in Last  Investment in this  Reason for Difference
Business           U-9C-3 Report       U-9C-3 Report       in Other Investment

NONE

Item 6. - FINANCIAL STATEMENTS AND EXHIBITS


A.     Financial Statements:

          Exhibit A-1  Financial  statements  of  Cadence  Network,  LLC for the
               period from  inception  (September 3, 1997 through  September 30,
               1997) - filed under  confidential  treatment pursuant to Rule 104
               (b).


B.     Exhibits:
         Contracts required by Item 3. - NONE

         Certificate of New Century Energies, Inc.:

         A  certificate  stating  that a copy of the  U-9C-3  for  the  previous
         quarter  has been  filed  with  interested  state  commissions  is "Not
         Applicable".  A conformed copy of this quarterly  report shall be filed
         with  interested  state  commissions  promptly  after  filing  with the
         Securities and Exchange Commission.

                                       3

<PAGE>



                                    SIGNATURE

         The  undersigned  registered  holding  company  has  duly  caused  this
quarterly report to be signed on its behalf by the undersigned officer thereunto
duly  authorized  pursuant to the  requirements  of the Public  Utility  Holding
Company Act of 1935.

                                                New Century Energies, Inc.


                                                By:  /s/Teresa S. Madden
                                                -----------------------------
                                                     Teresa S. Madden
                                                     Controller and Secretary




November 26, 1997

                                           4


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