PUBLIC SERVICE CO OF COLORADO
U-3A-2, 1995-02-23
ELECTRIC & OTHER SERVICES COMBINED
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          Adopted November 9, 1939                        File No. 69-14



                                   FORM U-3A-2

                        SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.


    Statement by Holding Company Claiming Exemption Under Rule U-2 From the

           Provisions of the Public Utility Holding Company Act of 1935

                      To Be Filed Annually Prior to March 1

                        PUBLIC SERVICE COMPANY OF COLORADO


          hereby  files  with  the  Securities  and   Exchange  Commission,
          pursuant to Rule 2, its statement claiming exemption as a holding
          company from the provisions of the Public Utility Holding Company
          Act of 1935 and submits the following information:

          1.  Name,  state  of   organization,  location,  and  nature   of
              business  of  claimant and  every  subsidiary  thereof, other
              than any exempt wholesale generator  (EWG) or foreign utility
              company in  which claimant  directly or  indirectly holds  an
              interest.

              a.  Public Service  Company of  Colorado  (the "Company")  is
                  incorporated under  the laws  of the  State of  Colorado.
                  It operates solely within  the State of  Colorado and  is
                  an  operating public utility, subject to the jurisdiction
                  of  The  Public  Utilities Commission  of  the  State  of
                  Colorado  (the  "CPUC"),  engaged   principally  in   the
                  generation,  purchase,  transmission,  distribution,  and
                  sale  of electricity and  in the  purchase, transmission,
                  distribution, sale,  and transportation  of natural  gas.
                  It is also engaged,  but to a minor  extent only, in  the
                  rendering of steam  heating.  The Company controls or has
                  significant ownership in:

                           Cheyenne Light, Fuel and Power Company; 
                           WestGas InterState, Inc.;
                           WestGas TransColorado, Inc.; 
                           1480 Welton, Inc.; 
                           Fuel Resources Development Co.; 
                           PS Colorado Credit Corporation; 
                           PSR Investments, Inc.; 
                           Natural Fuels Corporation; 

                                          2
<PAGE>
                           e prime, inc.;
                           Green and Clear Lakes Company; 
                           East Boulder Ditch Company; 
                           Hillcrest Ditch and Reservoir Company; 
                           United Water Company; 
                           Fisher Ditch Water Company; 
                           Baugh Lateral Ditch Company; 
                           Beeman Irrigating Ditch and Milling Company; 
                           Consolidated Extension Canal Company; 
                           Enterprise Ditch Company; 
                           Jones and Donnelly Ditch Company; and 
                           Las Animas Consolidated Canal Company.

              b.  Cheyenne Light,  Fuel and  Power Company  is incorporated
                  under the  laws of  the State  of Wyoming.   It  operates
                  solely  within  Laramie   County,  Wyoming,  and   is  an
                  operating public utility  subject to the jurisdiction  of
                  the  Public   Service  Commission   of  Wyoming,  engaged
                  principally in the purchase, transmission,  distribution,
                  and sale  of electricity and natural  gas in  the City of
                  Cheyenne, Wyoming, and environs.

              c.  WestGas InterState,  Inc., is incorporated under the laws
                  of the State of  Colorado.  It operates solely within the
                  State of Colorado and is,  subject to the jurisdiction of
                  the  FERC, a  natural gas  transmission company operating
                  in Colorado and Wyoming.

              d.  WestGas TransColorado,  Inc., is  incorporated under  the
                  laws  of the  State  of Colorado  and holds  a  one-third
                  interest  in  the  TransColorado  Project  to  develop  a
                  pipeline  to  transport  natural   gas  out  of   western
                  Colorado  and  the  Rocky  Mountain  Region  into   major
                  western and midwestern markets.

              e.  1480 Welton, Inc., is incorporated under the laws of  the
                  State of  Colorado and  is  a real  estate company  which
                  owns certain  of the Company's  real estate interests  in
                  Colorado.

              f.  Fuel    Resources    Development   Co.    ("Fuelco")   is
                  incorporated under the  laws of the State of Colorado and
                  has  been  engaged  in  the  exploration   for,  and  the
                  development  and  production  of,  natural  gas  and  oil
                  principally in Colorado.  

              g.  PS Colorado Credit Corporation is incorporated under  the
                  laws of the State of  Colorado and is a  finance company.
                  Its  primary  purpose  is  to  finance   certain  of  the
                  Company's current assets.

              h.  PSR Investments, Inc., is incorporated under  the laws of

                                          3
<PAGE>
                  the State  of Colorado.   It  owns and  manages permanent
                  life  insurance  policies  on  certain  past and  present
                  employees, the benefits from which are  to provide future
                  funding for general corporate purposes.

              i.  Natural Fuels Corporation is  incorporated under the laws
                  of the  State of  Colorado and  sells compressed  natural
                  gas as a transportation fuel to  retail markets, converts
                  vehicles   for  natural  gas  usage,  constructs  fueling
                  facilities  and  sells  miscellaneous  fueling   facility
                  equipment.  The Company has an  80 percent capital  stock
                  interest in said company.

              j.  e  prime, inc.,  is  incorporated under  the laws  of the
                  State  of Colorado.   Its  mission  is to  provide value-
                  added  energy related  products  and services  to energy-
                  using customers and  to selected segments of the  utility
                  industry   through   the   application   of    innovative
                  technology. 

              k.  Green and Clear  Lakes Company is incorporated under  the
                  laws of  the State of New York  and owns water rights and
                  storage facilities located in Colorado for  water used at
                  the Company's Georgetown Hydroelectric Station.

              l.  The East Boulder Ditch Company is a  mutual ditch company
                  operated not  for profit.   It is incorporated  under the
                  laws of  the  State  of  Colorado, and  its  property  is
                  located  solely  within  the  State  of  Colorado.    The
                  Company has  an 88.08 percent  capital stock interest  in
                  said company, which  interest is held in connection  with
                  the  condensing  water   supply  for  the  Valmont  Steam
                  Electric Generating Station of the Company.

              m.  The Hillcrest  Ditch and  Reservoir Company  is a  mutual
                  ditch  company   operated  not   for  profit.     It   is
                  incorporated under  the laws  of the  State of  Colorado,
                  and its property  is located solely  within the  State of
                  Colorado.  The Company has a 77.78  percent capital stock
                  interest  in said  company,  which  interest is  held  in
                  connection with  the  condensing  water  supply  for  the
                  Valmont  Steam   Electric  Generating   Station  of   the
                  Company.

              n.  The  United  Water  Company is  a  mutual  ditch  company
                  operated  not for profit.   It  is incorporated under the
                  laws  of  the State  of  Colorado,  and  its property  is
                  located  solely  within  the  State  of  Colorado.    The
                  Company has  a  75.05 percent capital  stock interest  in
                  said company, which  interest is held in connection  with
                  the  condensing  water  supply  for  the  Cherokee  Steam
                  Electric Generating Station of the Company.

                                          4
<PAGE>
              o.  The Fisher  Ditch Water Company is a mutual ditch company
                  operated not for  profit.  It  is incorporated  under the
                  laws  of the  State  of  Colorado, and  its  property  is
                  located  solely  within  the  State  of  Colorado.    The
                  Company  has  a 21.73 percent  capital stock  interest in
                  said company and  the United  Water Company  has a  44.94
                  percent capital  stock interest in  said company.   These
                  interests  are held  in  connection with  the  condensing
                  water supply for  the Cherokee Steam  Electric Generating
                  Station of the Company.

              p.  The  Baugh  Lateral  Ditch  Company  is  a  mutual  ditch
                  company  operated not  for profit.    It is  incorporated
                  under  the  laws  of  the  State  of  Colorado,  and  its
                  property is located solely within the  State of Colorado.
                  The Company  has a 24.82  percent capital stock  interest
                  in said  company, which  interest is  held in  connection
                  with the  condensing water supply  for the Fort St. Vrain
                  Nuclear Generating Station of the Company.

              q.  The  Beeman Irrigating  Ditch and  Milling  Company is  a
                  mutual  ditch  company operated  not for  profit.   It is
                  incorporated under  the laws  of the  State of  Colorado,
                  and its  property is located  solely within  the State of
                  Colorado.  The Company has  a 46.25 percent capital stock
                  interest  in said  company,  which  interest is  held  in
                  connection with the farm and condensing  water supply for
                  the  Fort St.  Vrain Nuclear  Generating  Station of  the
                  Company.

              r.  The  Consolidated Extension  Canal  Company is  a  mutual
                  ditch  company   operated  not   for  profit.     It   is
                  incorporated under  the laws  of the  State of  Colorado,
                  and its property is  located solely within  the State  of
                  Colorado.  The Company has a 53.55  percent capital stock
                  interest  in said  company,  which  interest is  held  in
                  connection  with  the  condensing  water  supply for  the
                  future Southeast  Generating Station  of the Company  and
                  for future  use in connection  with the condensing  water
                  supply  for  the  Comanche   Steam  Electric   Generating
                  Station of the Company.

              s.  The Enterprise  Ditch Company is  a mutual ditch  company
                  operated not  for profit.  It  is incorporated under  the
                  laws  of  the  State of  Colorado,  and  its property  is
                  located  solely  within  the  State  of  Colorado.    The
                  Company has  a 27.16  percent capital  stock interest  in
                  said company, which  interest is held in connection  with
                  the   condensing  water  supply  for  the  Valmont  Steam
                  Electric Generating Station of the Company.

              t.  The Jones and Donnelly  Ditch Company is  a mutual  ditch

                                          5
<PAGE>
                  company  operated not  for profit.    It is  incorporated
                  under  the  laws  of  the  State  of  Colorado,  and  its
                  property is located solely within the  State of Colorado.
                  The Company  has a 43.11  percent capital stock  interest
                  in said  company, which  interest is  held in  connection
                  with the  condensing water supply  for the Valmont  Steam
                  Electric  Generating  Station  and   irrigation  at   the
                  Boulder Service Center of the Company.

              u.  The Las  Animas Consolidated  Canal Company  is a  mutual
                  ditch  company   operated  not   for  profit.     It   is
                  incorporated under  the laws  of the  State of  Colorado,
                  and  its property  is located solely within  the State of
                  Colorado.   The Company has a 76.57 percent capital stock
                  interest  in said  company,  which  interest is  held  in
                  connection  with  the  condensing  water  supply for  the
                  future Southeast  Generating Station  of the Company  and
                  for future  use in connection  with the condensing  water
                  supply  for  the  Comanche   Steam  Electric   Generating
                  Station of the Company.

          2.  A brief description of the properties of claimant and each of
          its subsidiary public utility  companies used for the generation,
          transmission, and  distribution of  electric energy for  sale, or
          for the production, transmission,  and distribution of natural or
          manufactured gas, indicating the location of principal generating
          plants,  transmission lines, producing  fields, gas manufacturing
          plants,  and electric and  gas distribution facilities, including
          all such properties which are outside the state in which claimant
          and  its  subsidiaries  are  organized and  all  transmission  or
          pipelines  which deliver or receive electric energy or gas at the
          borders of such state.

              a.  With  respect  to  claimant  and  its  subsidiary  public
                  utilities,  reference is  made  to  Form 10-K  of  Public
                  Service Company  of Colorado,  filed pursuant to  Section
                  13 or  15(d) of the Securities  Exchange Act  of 1934 for
                  the fiscal year ended December 31, 1994,  Commission File
                  Number 1-3280, and in particular to that  portion of Form
                  10-K  included under  Items 1.  and  2.   "BUSINESS"  and
                  "PROPERTIES", respectively.

              b.  Neither the  claimant nor  any of  its subsidiary  public
                  utility companies  owns, operates, or uses any generating
                  station,   transmission   lines,  producing   fields,  or
                  electric  or gas distribution  facilities outside  of the
                  state  in which  it is  organized,  nor any  transmission
                  lines  or  pipelines which  deliver  or  receive electric
                  energy or gas at the borders of any such state.

            
                                          6
<PAGE>
          3.  The  following information  for the last  calendar year  with
          respect  to claimant  and each  of its subsidiary  public utility
          companies:

              a.  Number of  Kwh  of  electric energy  sold  (at retail  or
                  wholesale)  and  Mcf  of   natural  or  manufactured  gas
                  distributed at retail.
<TABLE>
<CAPTION>

   YEAR ENDED DECEMBER 31, 1994
                                                     Public Service      Cheyenne Light,
                                                       Company of        Fuel and Power
                                                        Colorado             Company    
   <S>                                                <C>                   <C>
   ELECTRIC
   Kwh Sales
   Retail
     Residential                                       5,926,071,731        193,842,532
     Commercial                                        8,659,578,464        272,384,024
     Industrial                                        5,433,653,508        293,183,003
     Public street and highway lighting                  144,185,929          4,183,662
     Public authorities                                   39,569,783                  0
     Interdepartmental                                    24,938,064                  0
        Subtotal Retail Kwh Sales                     20,227,998,064        763,593,221
   Wholesale
     Rural electric associations and municipalities    1,861,115,525                  0
     Associated companies                                          0                  0
     Other companies                                   1,181,286,000                  0
        Subtotal Wholesale Kwh Electric 
   Total Kwh Electric Sales                            3,042,401,525        763,593,221

   GAS
   Natural Gas
   Mcf Natural Gas Sales
   Retail
     Residential                                          89,310,013          2,726,012
     Commercial                                           55,040,075          2,325,805
     Industrial                                              103,825             14,132
     Public authorities                                            0                  0
     Interdepartmental                                       107,819                155
   Total Mcf Natural Gas Sales                           144,561,732          5,066,104

</TABLE>
                                 7
<PAGE>
            b.    Number  of Kwh of electric  energy and Mcf  of natural or
                  manufactured  gas distributed at retail outside the state
                  in which each such company is organized.
                  - NONE.

            c.    Number  of Kwh of electric  energy and Mcf  of natural or
                  manufactured gas  sold at wholesale outside  the state in
                  which  each such  company is organized,  or at  the state
                  line.
                  - NONE.

            d.    Number  of Kwh of electric  energy and Mcf  of natural or
                  manufactured  gas purchased  outside the  state in  which
                  each such company is organized or at the state line.
                  - NONE.

          4.    The following  information  for the  reporting  period with
          respect  to  claimant  and each  interest  it  holds  directly or
          indirectly  in  an EWG  or  a  foreign utility  company,  stating
          monetary amounts in United States dollars:

            a.    Name, location,  business address and description  of the
                  facilities used by the EWG or foreign utility company for
                  the   generation,   transmission,  and   distribution  of
                  electric  energy  for sale  or  for  the distribution  at
                  retail of natural or manufactured gas.
                  - NONE.

            b.    Name of each  system company  that holds  an interest  in
                  such EWG  or foreign utility company;  and description of
                  the interest held.
                  - NONE.

            c.    Type  and   amount  of  capital  invested,   directly  or
                  indirectly,  by the  holding company  claiming exemption;
                  any direct or indirect  guarantee of the security of  the
                  EWG  or foreign  utility company  by the  holding company
                  claiming  exemption;  and  any  debt or  other  financial
                  obligation  for which  there  is  recourse,  directly  or
                  indirectly, to the holding company claiming  exemption or
                  another  system company,  other than  the EWG  or foreign
                  utility company.
                  - NONE.

            d.    Capitalization and earnings of the EWG or foreign utility
                  company during the reporting period.
                  - NONE.

            e.    Identify any service, sales, or  construction contract(s)
                  between  the EWG or foreign  utility company and a system

                                          8
<PAGE>
                  company,  and describe  the  services to  be rendered  or
                  goods sold and fees or revenues under such agreement(s).
                  - NONE.

                                          9
<PAGE>
               The  above-named claimant  has caused  this statement  to be
          duly executed on  its behalf  by its authorized  officer on  this
          23rd day of February, 1995.



                                         PUBLIC SERVICE COMPANY OF COLORADO
               (Name of Claimant)


                                                \s\ Debra L. Sago
                                       ----------------------------------
                                                Assistant Treasurer


          (Corporate Seal)


          ATTEST:

                 \s\ Carol J. Peterson
          ------------------------------------
                Assistant Secretary


            Name,  title,  and  address  of  officer  to whom  notices  and
          correspondence concerning this statement should be addressed:

             Debra L. Sago                           Assistant Treasurer     
          -------------------------             ----------------------------
               (Name)                                        (Title)         

          PUBLIC SERVICE COMPANY OF COLORADO
             1225 17th Street
              Denver, Colorado  80202-5533  
                    (Address)
        
                                          10
<PAGE>
                                      EXHIBIT A


          To be filed under Form U-A prior to March 31, 1995, in accordance
          with  an extension  granted by  Mr. Robert  Wason on  January 11,
          1995.
                                          11
<PAGE>
                                      EXHIBIT B

                               Financial Data Schedule

            If, at the time a report on this form is filed,  the registrant
          is  required to  submit this  report  and any  amendments thereto
          electronically   via  EDGAR,  the   registrant  shall  furnish  a
          Financial  Data  Schedule.   The  Schedule  shall set  forth  the
          financial and other data specified  below that are applicable  to
          the registrant on a consolidated basis.

          Item No. Caption Heading

          1       Total Assets                               $4,207,832,110
          2       Total Operating Revenues                    2,057,384,435
          3       Net Income                                    170,269,319


                                          12
<PAGE>
                                      EXHIBIT C

            An organizational  chart showing the  relationship of each  EWG
          or foreign utility company to associate companies in the holding-
          company system.

            - NONE.





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