PUBLIC SERVICE CO OF COLORADO
10-Q, 1995-05-10
ELECTRIC & OTHER SERVICES COMBINED
Previous: PRIME HOSPITALITY CORP, SC 13G, 1995-05-10
Next: QUAKER OATS CO, 424B3, 1995-05-10




                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                             Form 10-Q 

    [ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934
           For the quarterly period ended March 31, 1995
                                 OR
    [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                                THE
                   SECURITIES EXCHANGE ACT OF 1934
          For the transition period from ________________
                        to________________ 
                   Commission file number 1-3280



                 Public Service Company of Colorado
       (Exact name of registrant as specified in its charter)




              Colorado                          84-0296600
     (State or other jurisdiction of           (IRS Employer
      incorporation or organization)         Identification No.)

 1225 17th Street, Denver, Colorado               80202
 (Address of principal executive offices)       (Zip Code)



      Registrant's Telephone Number, including area code: 303/571-7511
   

        Indicate by  check mark  whether the  registrant  (1)  has filed  all
   reports  required to  be filed  by Section  13 or  15(d) of  the Securities
   Exchange  Act of 1934  during the preceding 12 months  (or for such shorter
   period that the registrant was required to file such  reports), and (2) has
   been subject to such filing requirements for the past 90 days.Yes X     No


        At May 5,  1995, 62,886,427  shares of the registrant's  Common Stock,
   $5.00 par value (the only class of common stock), were outstanding. 
   
<PAGE>
<PAGE>
                               Table of Contents


                          PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements . . . . . . . . . . . . . . . . . . . . . .     1

Item 2.  Management's Discussion and  Analysis of  Financial

                     Condition and Results of Operations . . . . . . . .    16



                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . .    20

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . .    20

SIGNATURE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21

EXHIBIT INDEX  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    22

EXHIBIT 12(a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    23

EXHIBIT 12(b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24

EXHIBIT 15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
<PAGE>
<PAGE>


                                PART 1 - FINANCIAL INFORMATION
   Item 1. Financial Statements

                              PUBLIC SERVICE COMPANY OF COLORADO
                                       AND SUBSIDIARIES
                            CONSOLIDATED CONDENSED BALANCE SHEETS
                                    (Thousands of Dollars)

                                            ASSETS
   <TABLE> 
   <CAPTION>
                                                                                             March 31,        December 31, 
                                                                                                1995              1994     
                                                                                            (Unaudited)
     <S>                                                                                  <C>                <C>
     Property, plant and equipment, at cost:
        Electric   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $     3,679,849    $     3,641,711
        Gas      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            877,767            867,239
        Steam and other  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             87,892             86,458
        Common to all departments  . . . . . . . . . . . . . . . . . . . . . . . . . .            384,851            369,070
        Construction in progress   . . . . . . . . . . . . . . . . . . . . . . . . . .            183,974            187,577
                                                                                                5,214,333          5,152,055
        Less: accumulated depreciation   . . . . . . . . . . . . . . . . . . . . . . .          1,892,200          1,860,653
           Total property, plant and equipment   . . . . . . . . . . . . . . . . . . .          3,322,133          3,291,402

     Investments, at cost  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             17,013             18,202

     Current assets:
        Cash and temporary cash investments  . . . . . . . . . . . . . . . . . . . . .             13,468              5,883
        Accounts receivable, less reserve for
           uncollectible accounts ($3,365 at March 31, 1995; 
           $3,173 at December 31, 1994)  . . . . . . . . . . . . . . . . . . . . . . .            157,868            163,465
        Accrued unbilled revenues  . . . . . . . . . . . . . . . . . . . . . . . . . .             81,665             86,106
        Recoverable purchased gas and electric 
           energy costs - net  . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  -             37,979
        Materials and supplies, at average cost  . . . . . . . . . . . . . . . . . . .             65,321             67,600
        Fuel inventory, at average cost  . . . . . . . . . . . . . . . . . . . . . . .             34,346             31,370
        Gas in underground storage, at cost (LIFO)   . . . . . . . . . . . . . . . . .             16,807             42,355
        Current portion of accumulated deferred income taxes   . . . . . . . . . . . .             29,184             20,709
        Regulatory assets recoverable within one year (Note 1)   . . . . . . . . . . .             39,810             39,985
        Prepaid expenses and other   . . . . . . . . . . . . . . . . . . . . . . . . .              9,196             16,312
           Total current assets  . . . . . . . . . . . . . . . . . . . . . . . . . . .            447,665            511,764

     Deferred charges:
        Regulatory assets (Note 1)   . . . . . . . . . . . . . . . . . . . . . . . . .            330,389            335,893
        Unamortized debt expense   . . . . . . . . . . . . . . . . . . . . . . . . . .             10,842             11,073
        Other    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             44,524             39,498
           Total deferred charges  . . . . . . . . . . . . . . . . . . . . . . . . . .            385,755            386,464
                                                                                          $     4,172,566    $     4,207,832


                                The accompanying notes to consolidated condensed financial statements
                                         are an integral part of these financial statements.

     </TABLE>



                                              1
<PAGE>
<PAGE>
                              PUBLIC SERVICE COMPANY OF COLORADO
                                       AND SUBSIDIARIES
                            CONSOLIDATED CONDENSED BALANCE SHEETS
                                    (Thousands of Dollars)

                                   CAPITAL AND LIABILITIES
   <TABLE>
   <CAPTION>
                                                                                             March 31,        December 31,
                                                                                                1995              1994     
                                                                                            (Unaudited)
     <S>                                                                                  <C>                <C>
     Common stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $       975,914    $       959,268
     Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            326,884            308,214
        Total common equity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1,302,798          1,267,482

     Preferred stock:
        Not subject to mandatory redemption  . . . . . . . . . . . . . . . . . . . . .            140,008            140,008
        Subject to mandatory redemption at par   . . . . . . . . . . . . . . . . . . .             42,665             42,665
     Long-term debt  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1,138,712          1,155,427
                                                                                                2,624,183          2,605,582

     Noncurrent liabilities:
        Defueling and decommissioning liability (Note 2)   . . . . . . . . . . . . . .             35,246             40,605
        Employees' postretirement benefits other
           than pensions   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             47,103             42,106
        Employees' postemployment benefits   . . . . . . . . . . . . . . . . . . . . .             20,975             20,975
           Total noncurrent liabilities  . . . . . . . . . . . . . . . . . . . . . . .            103,324            103,686

     Current liabilities:
        Notes payable and commercial paper   . . . . . . . . . . . . . . . . . . . . .            264,760            324,800
        Long-term debt due within one year   . . . . . . . . . . . . . . . . . . . . .             20,047             25,153
        Preferred stock subject to mandatory 
           redemption within one year    . . . . . . . . . . . . . . . . . . . . . . .              2,576              2,576
        Accounts payable   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            138,522            177,031
        Dividends payable  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             34,974             34,078
        Recovered purchased gas and electric energy costs - net  . . . . . . . . . . .             10,176                  -
        Customers' deposits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             17,843             17,099
        Accrued taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            109,120             54,148
        Accrued interest   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             22,038             32,265
        Current portion of defueling and decommissioning
           liability (Note 2)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .             35,909             36,365
        Other    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             56,675             62,640
           Total current liabilities   . . . . . . . . . . . . . . . . . . . . . . . .            712,640            766,155

     Deferred credits:
        Customers' advances for construction   . . . . . . . . . . . . . . . . . . . .            100,800             96,442
        Unamortized investment tax credits   . . . . . . . . . . . . . . . . . . . . .            117,288            118,532
        Accumulated deferred income taxes  . . . . . . . . . . . . . . . . . . . . . .            482,058            485,668
        Other    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             32,273             31,767
           Total deferred credits  . . . . . . . . . . . . . . . . . . . . . . . . . .            732,419            732,409

     Commitments and contingencies (Notes 2 and 3) . . . . . . . . . . . . . . . . . .                   
                                                                                                                            
                                                                                          $     4,172,566    $     4,207,832

                                The accompanying notes to consolidated condensed financial statements
                                         are an integral part of these financial statements.
     </TABLE>

     
                                              2
<PAGE>
<PAGE>
 
                              PUBLIC SERVICE COMPANY OF COLORADO
                                       AND SUBSIDIARIES
                         CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                         (Unaudited)
                         (Thousands of Dollars except per share data)
   <TABLE>
   <CAPTION>
                                                                                             Three Months Ended March 31,
                                                                                                1995               1994     
     <S>                                                                                  <C>                <C>
     Operating revenues:
        Electric   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $       366,583    $       348,284
        Gas      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            244,557            255,004
        Other    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              9,456              9,148
                                                                                                  620,596            612,436
     Operating expenses:
        Fuel used in generation  . . . . . . . . . . . . . . . . . . . . . . . . . . .             47,185             53,368
        Purchased power  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            121,478            106,468
        Gas purchased for resale   . . . . . . . . . . . . . . . . . . . . . . . . . .            168,135            177,514
        Other operating expenses   . . . . . . . . . . . . . . . . . . . . . . . . . .             89,814             94,264
        Maintenance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             14,704             16,433
        Depreciation and amortization  . . . . . . . . . . . . . . . . . . . . . . . .             35,166             36,918
        Taxes (other than income taxes)  . . . . . . . . . . . . . . . . . . . . . . .             23,091             22,679
        Income taxes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             29,334             26,362
                                                                                                  528,907            534,006
     Operating income  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             91,689             78,430

     Other income and deductions:
        Allowance for equity funds used during construction  . . . . . . . . . . . . .                751              1,065
        Miscellaneous income and deductions - net    . . . . . . . . . . . . . . . . .             (3,883)              (438)
                                                                                                   (3,132)               627
     Interest charges:
        Interest on long-term debt   . . . . . . . . . . . . . . . . . . . . . . . . .             21,506             23,165
        Amortization of debt discount and expense less premium   . . . . . . . . . . .                791                726
        Other interest   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             13,308              9,396
        Allowance for borrowed funds used during construction  . . . . . . . . . . . .               (692)              (759)
                                                                                                   34,913             32,528
     Net income  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             53,644             46,529
     Dividend requirements on preferred stock  . . . . . . . . . . . . . . . . . . . .              3,001              3,005
     Earnings available for common stock . . . . . . . . . . . . . . . . . . . . . . .    $        50,643    $        43,524

     Weighted average common shares outstanding (thousands)  . . . . . . . . . . . . .             62,513             60,919

     Earnings per weighted average
        share of common stock outstanding  . . . . . . . . . . . . . . . . . . . . . .    $          0.81    $          0.71

     Dividends per share declared on common stock  . . . . . . . . . . . . . . . . . .    $          0.51    $          0.50


                                The accompanying notes to consolidated condensed financial statements
                                         are an integral part of these financial statements.
     </TABLE>
     
                                              3
<PAGE>
<PAGE>
      
                              PUBLIC SERVICE COMPANY OF COLORADO
                                       AND SUBSIDIARIES
                       CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                         (Unaudited)
                                    (Thousands of Dollars)
   <TABLE>
   <CAPTION>
                                                                                             Three Months Ended March 31,
                                                                                                1995              1994     
     <S>                                                                                  <C>                <C>
     Operating activities:
        Net income   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $        53,644    $        46,529
        Adjustments to reconcile net income to net
           cash provided by operating activities:
              Depreciation and amortization  . . . . . . . . . . . . . . . . . . . . .             36,148             37,083
              Amortization of investment tax credits   . . . . . . . . . . . . . . . .             (1,244)            (1,267)
              Deferred income taxes  . . . . . . . . . . . . . . . . . . . . . . . . .             (8,725)            10,180
              Allowance for equity funds used during construction  . . . . . . . . . .               (751)            (1,065)
              Change in accounts receivable  . . . . . . . . . . . . . . . . . . . . .              5,597             (4,031)
              Change in inventories  . . . . . . . . . . . . . . . . . . . . . . . . .             24,851             31,491
              Change in other current assets   . . . . . . . . . . . . . . . . . . . .             49,221             31,630
              Change in accounts payable   . . . . . . . . . . . . . . . . . . . . . .            (38,509)           (48,531)
              Change in other current liabilities  . . . . . . . . . . . . . . . . . .             59,067             40,604
              Change in deferred amounts   . . . . . . . . . . . . . . . . . . . . . .             (1,012)           (53,381)
              Change in noncurrent liabilities   . . . . . . . . . . . . . . . . . . .               (362)            22,196
              Other  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 25                 17
                 Net cash provided by operating activities   . . . . . . . . . . . . .            177,950            111,455

     Investing activities:
        Construction expenditures  . . . . . . . . . . . . . . . . . . . . . . . . . .            (62,005)           (57,757)
        Allowance for equity funds used during construction  . . . . . . . . . . . . .                751              1,065
        Proceeds from (cost of) disposition of property, plant and equipment   . . . .             (1,059)            27,888
        Purchase of other investments  . . . . . . . . . . . . . . . . . . . . . . . .               (454)              (117)
        Sale of other investments  . . . . . . . . . . . . . . . . . . . . . . . . . .              1,618              1,695
                 Net cash used in investing activities   . . . . . . . . . . . . . . .            (61,149)           (27,226)

     Financing activities:
        Proceeds from sale of common stock   . . . . . . . . . . . . . . . . . . . . .              6,823             10,851
        Proceeds from sale of long-term debt   . . . . . . . . . . . . . . . . . . . .                  -            217,093
        Redemption of long-term debt   . . . . . . . . . . . . . . . . . . . . . . . .            (21,921)          (244,851)
        Short-term borrowings - net  . . . . . . . . . . . . . . . . . . . . . . . . .            (60,040)           (37,065)
        Dividends on common stock  . . . . . . . . . . . . . . . . . . . . . . . . . .            (31,077)           (30,229)
        Dividends on preferred stock   . . . . . . . . . . . . . . . . . . . . . . . .             (3,001)            (3,005)
                 Net cash used in financing activities   . . . . . . . . . . . . . . .           (109,216)           (87,206)
                 Net increase (decrease) in cash and temporary
                  cash investments   . . . . . . . . . . . . . . . . . . . . . . . . .              7,585             (2,977)
                 Cash and temporary cash investments at
                  beginning of period  . . . . . . . . . . . . . . . . . . . . . . . .              5,883             18,038
                 Cash and temporary cash investments at 
                  end of period  . . . . . . . . . . . . . . . . . . . . . . . . . . .    $        13,468    $        15,061

                                The accompanying notes to consolidated condensed financial statements
                                        are an integral part of these financial statements. 
     </TABLE>
     
                                                                  4
<PAGE>
<PAGE>
      
                        PUBLIC SERVICE COMPANY OF COLORADO
                                 AND SUBSIDIARIES

               NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

   1. Accounting Policies

   Business and regulation

      The  Company is an  operating public utility engaged,  together with its
   subsidiaries,  principally   in  the  generation,  purchase,  transmission,
   distribution and  sale of  electricity and  in the  purchase, transmission,
   distribution,  sale and  transportation of  natural  gas.   The  Company is
   subject  to the  jurisdiction of  The  Public  Utilities Commission  of the
   State of Colorado  ("CPUC") with  respect to  its retail  electric and  gas
   operations  and the  Federal  Energy Regulatory  Commission  ("FERC")  with
   respect to  its wholesale electric  operations and  accounting policies and
   practices.   Cheyenne  Light,  Fuel  and  Power  Company  ("Cheyenne")  and
   WestGas InterState,  Inc. ("WGI") are subject  to the  jurisdictions of the
   Public Service Commission of Wyoming ("WPSC") and the FERC, respectively.

      Regulatory assets and liabilities

      The  Company  and its  regulated  subsidiaries  prepare their  financial
   statements  in accordance  with the  provisions of  Statements of Financial
   Accounting Standards No. 71 - "Accounting for  the Effects of Certain Types
   of  Regulation"  ("SFAS  71").    In   general,  SFAS  71  recognizes  that
   accounting for rate  regulated enterprises should reflect the  relationship
   of  costs and  revenues introduced  by rate  regulation.    As a  result, a
   regulated utility may defer  recognition of a cost  (a regulatory asset) or
   recognize an  obligation (a regulatory liability)  if it  is probable that,
   through the ratemaking process, there will  be a corresponding increase  or
   decrease in revenues.

      In response  to the increasingly competitive  environment for utilities,
   the  regulatory  climate also  is  changing.    Currently,  the Company  is
   participating in several CPUC dockets that address  this change, and it  is
   in  the   process  of   investigating  various  incentive/performance-based
   alternative  forms of regulation.   However,  the Company  believes it will
   continue to be subject to rate regulation that will allow for the  recovery
   of all of  its deferred costs.   Although  the Company  does not  currently
   anticipate  such an  event, to  the  extent  the Company  concludes in  the
   future  that collection of such revenues (or payment  of liabilities) is no
   longer  probable,  through  changes  in  regulation  and/or  the  Company's
   competitive position, the Company may be  required to recognize as expense,
   at a minimum, all deferred costs  currently recognized as regulatory assets
   on the consolidated condensed balance sheet.


                                        5
<PAGE>
<PAGE>
                     NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                         (Continued)


      The  following   regulatory  assets  are  reflected   in  the  Company's
   consolidated condensed balance sheets:
   <TABLE>
   <CAPTION>
                                                 March 31, December 31,  Recovery
                                                   1995        1994       Through
                                                 (Thousands of Dollars)
   <S>                                          <C>         <C>       <C>
   Nuclear decommissioning costs (Note 2)       $ 104,874   $ 107,374     2005
   Income taxes  . . . . . . . . . . . . .        122,472     125,832     2006
   Employees' postretirement benefits other
     than pensions . . . . . . . . . . . .         40,079      37,573     2013
   Early retirement costs  . . . . . . . .         30,865      33,124     1998
   Employees' postemployment benefits  . .         20,975      20,975 Undetermined
   Demand-side management costs  . . . . .         21,691      20,831     2001
   Unamortized debt reacquisition costs  .         21,869      22,360     2024
   Other . . . . . . . . . . . . . . . . .          7,374       7,809     1999
     Total . . . . . . . . . . . . . . . .        370,199     375,878
   Classified as current . . . . . . . . .         39,810      39,985
   Classified as noncurrent  . . . . . . .      $ 330,389   $ 335,893
   </TABLE>

         Certain costs  associated with the  Company's Demand Side  Management
   ("DSM") programs  are deferred  and recovered  in rates  over a  seven-year
   period through the Demand Side Management Cost Adjustment ("DSMCA"),  which
   was implemented  July 1,  1993.   Non-labor incremental expenses,  carrying
   costs associated  with deferred  DSM costs  and incentives  associated with
   approved DSM programs are recovered on an annual basis.  

         Costs  incurred to  reacquire debt prior to  scheduled maturity dates
   are deferred and amortized over the life of the  debt issued to finance the
   reacquisition or as approved by the regulator.

         Recoverable purchased gas and electric energy costs - net

         The  Company  and  Cheyenne  tariffs  contain  clauses  which   allow
   recovery of  certain purchased gas  and electric energy costs  in excess of
   the level of  such costs included  in base  rates.   These cost  adjustment
   tariffs  are  revised  periodically,  as  prescribed  by  the   appropriate
   regulatory agencies, for  any difference between the total amount collected
   under the  clauses  and the  recoverable  costs  incurred.   A  substantial
   portion of  this deferred amount represents  the costs  incurred to provide
   gas and electric energy  which customers have used but for which they  have
   not yet been billed.   The cumulative effects  are recognized as  a current
   asset or liability until adjusted by  refunds or collections through future
   billings to customers.

         Other

         Property,  plant and  equipment includes  approximately $18.4 million
   and $25.4 million, respectively, for costs associated  with the engineering

                                        6
<PAGE>
<PAGE>
                     NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                         (Continued)


   design of the future Pawnee II generating  station and certain water rights
   located in  southeastern Colorado,  also obtained for  a future  generating
   station.  Effective with  the December 1, 1993 CPUC rate order, the Company
   is earning  a return on  these investments based on  the Company's weighted
   average cost of debt and preferred stock.

   Statements of Cash Flows - Non cash Transactions

         Shares  of common stock (310,546 in 1995 and 334,223 in 1994), valued
   at  the market  price on  date of  issuance (approximately $9.7  million in
   1995 and $10.1 million in 1994), were issued  to the Employees' Savings and
   Stock   Ownership  Plan   of  Public   Service  Company  of   Colorado  and
   Participating Subsidiary  Companies.    As part  of the  Company's  Omnibus
   Incentive Plan, shares of common stock (3,891 in  1995 and 7,892 in  1994),
   valued at  the market price on date of issuance (approximately $0.1 million
   in 1995  and $0.2  million  in 1994),  were issued  to certain  executives.
   These  estimated  issuance  values  were  recognized  in  other   operating
   expenses during  the respective  preceding  years.   These stock  issuances
   were not  cash  transactions and  are  not  reflected in  the  consolidated
   condensed statements of cash flows.

   2. Fort St. Vrain

   Overview

         During 1986,  the Company  entered into a Stipulation  and Settlement
   Agreement  with the CPUC,  the Office  of Consumer Counsel  ("OCC") and the
   other  parties  involved  in  litigation  and  administrative   proceedings
   related to Fort St.  Vrain's history of limited  operations.  As  a result,
   the Company's investment in  Fort St. Vrain was  removed from rate base and
   certain charges were  recognized including the  write-down of a substantial
   portion of  such  investment and  the  recognition  of the  then  estimated
   future unrecoverable defueling and decommissioning expenses.

         In  1989,   the  Company  announced   its  decision  to  end  nuclear
   operations  at Fort  St. Vrain.  The decision  was based  on the  financial
   impact  of an anticipated  lengthy outage  necessary to  repair the plant's
   steam generator system coupled with the  plant's history of reduced  levels
   of generation.   The Company has  completed defueling  from the reactor  to
   the  Independent Spent  Fuel Storage  Installation ("ISFSI")  as  discussed
   below in the section entitled  "Defueling" and is currently decommissioning
   the facility as described below in the section entitled "Decommissioning."

         The  Company  is  pursuing  the  repowering  of  Fort  St.  Vrain  as
   described below and, on  July 1, 1994, the  CPUC issued a decision granting
   the Company's  application  for a  Certificate  of  Public Convenience  and
   Necessity ("CPCN") for Phase  1 and Phase 2.   The decision  approved, with
   certain  modifications,   a  Stipulation  and   Settlement  Agreement  (the
   "Settlement")  among  the  Company,  the  OCC  and  various  other  parties
   regarding the CPCN.

                                        7
<PAGE>
<PAGE>
                     NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                         (Continued)


   Repowering

         Fort St.  Vrain is  being   repowered as  a gas fired  combined cycle
   steam  plant consisting of  two combustion  turbines and  two heat recovery
   steam generators totalling 471  Mw.  The  CPCN provides for the  repowering
   of Fort  St. Vrain in a phased approach  as follows:  Phase  1A - 130 Mw in
   1996, Phase 1B - 102 Mw  in 1998 and Phase 2 - 239 Mw in 1999.  The  phased
   repowering allows  the Company flexibility in  timing the  addition of this
   generation supply to meet future load growth.

         The Settlement provides  for approximately $67.4 million of  existing
   Fort St. Vrain assets to  be returned to rate base  in future electric rate
   cases following  the completion of each phase or phases  of the repowering.
   The  Settlement allows  for the  following  assignment of  existing assets:
   Phase  1A - $28.9  million, Phase 1B  - $27.6 million  and Phase  2 - $10.9
   million.  Because of the  receipt of the CPCN related to the repowering  of
   Fort  St.  Vrain, the  Company  believes  the  recovery  of this  remaining
   investment in the facility is probable. 

         The  final radiation survey  report of  the repowering  area has been
   completed and submitted to the Nuclear  Regulatory Commission ("NRC").  The
   Company   reported  survey   data   meets  unrestricted   release  criteria
   permitting  such  area to  be released.    The  Company believes  the final
   radiation survey report will  be approved by the  NRC in the second quarter
   of 1995.

   Decommissioning

         The      Company      has      been      pursuing      the      early
   dismantlement/decommissioning of  Fort St.  Vrain following  the 1991  CPUC
   approval  of the  recovery from  customers of  approximately $124.4 million
   (plus  a 9%  carrying cost) for  such activities, as  well as the  1992 NRC
   approval of  the Company's early  dismantlement/decommissioning plan.   The
   decommissioning amount being recovered from customers, which began July  1,
   1993 and  extends  over a  twelve-year period,  represented the  inflation-
   adjusted     estimated      remaining      cost      of      the      early
   dismantlement/decommissioning   activities  not  previously  recognized  as
   expense at  the time of  CPUC approval.   At March  31, 1995, approximately
   $104.9 million of such amount remains  to be collected from  customers and,
   therefore,  is  reflected   as  a  regulatory  asset  on  the  consolidated
   condensed balance sheet.  The annual  amount recovered from customers  each
   year is approximately $13.9 million.  

          The Company  has contracted with  Westinghouse Electric  Corporation
   and MK-Ferguson, a division of Morrison  Knudsen Corporation, for the early
   dismantlement/decommissioning of Fort St. Vrain.   Since defueling has been
   completed from the reactor  to the ISFSI and the NRC decommissioning  order
   has been  received, the  Company and  the contractors  have proceeded  with
   decommissioning activities.   At March 31,  1995, approximately  75% of the
   decommissioning process  has been performed  with final  completion of such
   activities anticipated in the second quarter of 1996.

                                        8
<PAGE>
<PAGE>
                     NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                         (Continued)


         The  decommissioning contract stipulates  a fixed  price, based  on a
   defined  work scope;  however, such  price has  been and  could  be further
   modified due  to changes in  work scope or  applicable regulations.   Since
   the   initiation  of   decommissioning  activities,   the   decommissioning
   contractors have notified the Company of  several scope changes which  were
   primarily related to the identification of  higher radiation levels in  the
   reactor core than originally anticipated and regulatory changes related  to
   site release as discussed below. 

         Most  recently,   on  October   25,  1994,   the   Company  and   the
   decommissioning contractors reached  an agreement resolving all issues  and
   claims related to identified and certain  possible future changes in  scope
   of work  covered by  the contract, with  certain exceptions.   In order  to
   complete all decommissioning activities related  to such scope changes, the
   Company recognized  an additional  $15 million  in decommissioning  expense
   during 1994. 

         The  significant exceptions to  the agreement,  which were also areas
   for potential changes in the defined  work scope under the  decommissioning
   contract,  include  changes   in  law,  radioactive  material  created   by
   activation in the  lower portion of the reactor, as well as  changes in the
   methodology  requirements and  guidance  established by  the NRC  for final
   site release.  On  January 26, 1995, the  Company received NRC  approval of
   its Final  Survey Plan  for Site  Release reducing  the future  uncertainty
   related  to this  issue.   In the  event additional  costs are  identified,
   which relate to an issue excepted  from the agreement, the  decommissioning
   contractors will perform all required activities on a cost basis.

         While this  agreement with the  decommissioning contractors does  not
   eliminate  all future  decommissioning risk,  the Company believes  it will
   serve  to substantially reduce such risk.  However, the Company can provide
   no assurance that  recognition of additional costs  will not be required if
   events or circumstances unknown to  the Company today are identified in the
   future.

   Defueling

         Currently,  six segments  of  Fort  St. Vrain's  spent  nuclear  fuel
   (segments 4-9) are stored in  the ISFSI located at the  plant site.   While
   the Company  has entered into two  separate agreements  with the Department
   of Energy  ("DOE") for (a) the temporary  storage of segments  1-8 at a DOE
   facility  located in the  State of Idaho (such  contract includes an option
   to store additional  spent fuel segments  at the DOE's discretion)  and (b)
   the disposal of segment 9 at a Federal  repository, resolution of all spent
   fuel disposal issues has  been substantially delayed  pending resolution of
   several lawsuits filed during  1991 by and among the Company, the DOE,  the
   State of Idaho  and the Shoshone - Bannock Indian Tribes.   While the plant
   was operating  and as  part of  routine refueling  procedures, three  spent
   fuel segments  were transported  to the  Idaho facility.   It is  currently
   estimated  that the Federal  repository will  not be  available until 2010.
   The  Company, however,  intends  to pursue  with  the  DOE  the storage  of

                                        9
<PAGE>
<PAGE>
                     NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                         (Continued)


   segment 9  at  the Idaho  facility  in  conjunction  with the  first  eight
   segments.  The Company and the DOE are  in discussions regarding the issues
   related to the disposal of Fort St. Vrain's spent nuclear fuel.

         Most  recently, the  DOE has  required  that an  Environmental Impact
   Statement  ("EIS") be  completed  relative  to,  among  other  things,  the
   receipt  and storage of spent fuel  at the Idaho  facility.  In April 1995,
   the  DOE issued an EIS and  anticipates a final record of  decision in June
   1995.   The  EIS specifies  a  preferred  alternative under  which existing
   environmental  restoration and  waste  management  facilities and  projects
   would continue to be operated,  including Fort St. Vrain spent fuel nuclear
   fuel  shipment  from  the  ISFSI  and   storage  at  the  Idaho   facility.
   Modifications  to the Idaho  facility will  be required  to accommodate the
   new spent  fuel shipping  casks.   These modifications  would be  completed
   subsequent  to the finalization  of the  EIS.  The time  required for these
   modifications from the DOE  has been estimated to  be between 15-18 months.
   In addition, the DOE  has stated that a  facility readiness review  will be
   required.   Such review is standard DOE procedure  required to validate the
   readiness of  equipment following  a shut-down  period.   Such review  will
   also be conducted subsequent to the completion of the EIS. 

         As  a  result  of  increased uncertainties  related  to  the ultimate
   disposal  of Fort St.  Vrain's spent  nuclear fuel,  the Company recognized
   during 1994  an additional $15 million  defueling reserve,  determined on a
   present value basis.  This amount  represents the additional estimated cost
   of operating  and  maintaining the  ISFSI  until  2020 (if  required),  the
   earliest date the Company believes a  Federal repository will be  available
   to accept the Company's spent nuclear  fuel.  These estimated  expenditures
   have  been escalated  for  inflation using  an  average  rate  of 3.5%  and
   discounted to present value at a rate of 8%. 
    
         The estimated  total cost of  defueling and  decommissioning Fort St.
   Vrain is  approximately $361.8 million.   At March  31, 1995, approximately
   $290.6 million has been spent for such  activities with the remaining $71.2
   million   defueling  and   decommissioning  liability   reflected  on   the
   consolidated  condensed balance  sheet ($24.7  million -  defueling;  $46.5
   million - decommissioning).  Because of  the possibility of further changes
   in  the  decommissioning work  scope,  changes  in  applicable  regulations
   and/or  the uncertainties  related to  the  final  disposal of  spent fuel,
   there  can  be  no  assurance  that  the  actual   cost  of  defueling  and
   decommissioning  will  not exceed  the  estimated  liability.   The Company
   could  be  required  to  revise  the   estimated  cost  of  defueling   and
   decommissioning as a result of any such matters.

   Funding

         Under NRC regulations, the Company is  required to make filings with,
   and  obtain  the  approval of,  the NRC  regarding  certain aspects  of the
   Company's decommissioning  proposals, including  funding.   On January  27,
   1992,   the  NRC   accepted   the   Company's   funding  aspects   of   the
   decommissioning  plan.    The  Company  has  also   obtained  an  unsecured

                                        10
<PAGE>
<PAGE>
                     NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                         (Continued)


   irrevocable  letter of credit  totaling $125  million that  meets the NRC's
   stipulated funding guidelines  including those proposed on August 21,  1991
   that  address  decommissioning  funding   requirements  for  nuclear  power
   reactors that have been prematurely shut down.  In accordance with the  NRC
   funding  guidelines, the Company  is allowed  to reduce the  balance of the
   letter of credit based upon milestone  payments made under the  fixed-price
   decommissioning contract.   As  a result  of such  payments,  at March  31,
   1995, the letter of credit had been reduced to $61 million. 

         The  Company had previously  set aside  approximately $30  million in
   trust  accounts for  decommissioning the  reactor.   Since  decommissioning
   activities have  commenced, the  Company completed  withdrawing funds  from
   the  trust accounts  during  the second  quarter of  1993.    As previously
   discussed, on July 1,  1993, the Company began collection of the  remaining
   decommissioning costs from customers.

         In addition, the  Company has established a separate  decommissioning
   trust for the ISFSI  which had funds of approximately $1.6 million at March
   31, 1995.  It  is anticipated that this amount, together with the  expected
   earnings on the funds, will be sufficient to decommission the ISFSI.

         Costs  for maintaining the  ISFSI and  removing fuel  from the ISFSI,
   which  the  Company  is not  required  to  prefund,  will  be  paid from  a
   combination of operating funds of the  Company and its subsidiaries  and/or
   external financing.

   Nuclear Insurance

         The Price Anderson Act, as amended, limits the  public liability of a
   licensee for a single  nuclear incident at  its nuclear power plant to  the
   amount of  financial protection available  through liability insurance  and
   deferred  premium   assessments  charges,   currently  approximately   $8.9
   billion,  which includes  a 5%  surcharge.   The Act  requires licensees to
   participate in an assessable excess liability program through an  indemnity
   program with  the NRC.   Under  the terms  of this  indemnity program,  the
   Company could be liable  for retrospective assessments of approximately $79
   million per nuclear  incident at any nuclear power  plant.  This amount  is
   indexed every five  years for inflation.   Also,  it is  provided that  not
   more than $10 million could be payable per  incident in any one year.   The
   Company's primary financial  protection for  this exposure was provided  in
   the  amount   available  ($200  million)  by   private  insurance.       In
   consideration  of the shutdown  and defueled status of  Fort St. Vrain, the
   Company requested exemption from the indemnification obligations under  the
   Act.     The  NRC  granted  the   Company's  request   for  exemption  from
   participation  in the  indemnity program  for nuclear  incidents  occurring
   after  February  17, 1994  and  reduced  the  amount  of primary  liability
   insurance required to $100 million.

         In   addition  to   the   Company's  liability   insurance,   Federal
   regulations  require the  Company  to  maintain  $1.06 billion  in  nuclear
   property insurance.  Effective February 1,  1991, however, the NRC  granted

                                        11
<PAGE>
<PAGE>
                     NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                         (Continued)


   the Company's exemption  request to reduce  the nuclear  property insurance
   coverage from  $1.06 billion  to a  minimum of  $169 million.   This  lower
   limit  would cover  stabilization  and  decontamination expenses  resulting
   from a  worst case accident.   The Company currently maintains $282 million
   in  property  damage   and  decontamination  insurance.    The   additional
   insurance coverage above the required $169  million is necessary to provide
   coverage  for the  estimated depreciated  replacement  value of  the  plant
   assets that will be used in the repowering of Fort St. Vrain.

   3. Commitments and Contingencies

   Regulatory Matters

   Electric and Gas Cost Adjustment Mechanisms

         The Company's Electric Cost Adjustment ("ECA") mechanism was  revised
   and a  new Qualifying Facility Capacity Cost Adjustment ("QFCCA") mechanism
   was implemented  on December  1, 1993,  along with  the  base rate  changes
   resulting  from the 1993  rate case.  Under the  revised ECA, fuel used for
   generation  and   purchased   energy  costs   from  utilities,   Qualifying
   Facilities ("QF")  and Independent Power  Production Facilities  (excluding
   all purchased capacity  costs) to serve  retail customers, are recoverable.
   Purchased capacity  costs  are recovered  as  a  component of  base  rates,
   except as described below.  The ECA rate is revised annually on October  1.
   Recovered energy costs  are compared with actual  costs on a monthly  basis
   and differences,  including interest, are deferred.   Under  the QFCCA, all
   purchased capacity  costs  from new  QF  projects,  not reflected  in  base
   rates, are  recoverable similar to the  ECA.  While  the CPUC approved  the
   QFCCA, recovery  of such costs  may be subject  to an  earnings test, which
   has not  yet been  defined by the  CPUC.   The OCC has  proposed an  annual
   earnings test  that may result in  a reduction of  QFCCA recoveries to  the
   extent the Company's earnings are in excess of  its 11% authorized rate  of
   return  on regulated common  equity.   Hearings regarding  this matter were
   held  on April  10-11, 1995.   A  decision on  this matter  is  expected by
   August 1995.

         During  1994,  the  CPUC  initiated  proceedings  for  reviewing  the
   justness  and  reasonableness  of  Gas  Cost  Adjustment  ("GCA")  and  ECA
   mechanisms used by gas and electric  utilities within its jurisdiction.  On
   March 17,  1995, the CPUC issued an  order requiring the Company to make an
   individual filing with the  CPUC related to its  ECA by September  1, 1995,
   at which time the CPUC will review whether the ECA should be maintained  in
   its present  form, altered  or eliminated.   On  April 14,  1995, the  CPUC
   issued  a final  order which  retained  the GCA  with no  modifications and
   closed its investigation with respect to the GCA mechanism.

         On June 8,  1994, the CPUC approved  the recovery of certain  "energy
   efficiency credits" from  retail jurisdiction customers through the  Demand
   Side  Management Cost  Adjustment ("DSMCA")  with collection  estimated  to
   begin  July 1,  1995.   At  March  31,  1995,  the Company  has  recognized
   approximately $7.5 million of  unbilled revenue related  to these  credits.

                                        12
<PAGE>
<PAGE>
                     NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                         (Continued)


   On December  1, 1994, the  OCC filed an appeal in  Denver District Court of
   the CPUC's decision approving the collection of these  credits.  If the OCC
   is  successful in  its appeal,  the Company  could be  required to  reverse
   these unbilled revenues.  

   1995 Rate Filing

         The  Company  is   developing  a  comprehensive  proposal  which   it
   anticipates  filing with  the  CPUC  in the  third  quarter of  1995.   The
   proposal may include, among other things,  maintaining current rates for an
   interim period,  retention, modification  or elimination of  the ECA,  GCA,
   and/or  QFCCA  and  the  implementation  of  performance  based   incentive
   measures.

   Incentive Regulation and Demand Side Management

         The CPUC has opened a separate  docket to investigate issues relating
   to the adoption and  implementation of incentive regulation, which includes
   the  concept  of  decoupling  the  Company's   earnings  from  sales,   and
   additional  DSM  incentives.   On February  10, 1994,  the parties  to this
   docket  filed  a unanimous  stipulation and  settlement agreement  with the
   CPUC.    Provisions   of  the  stipulation  include,  among  other  things,
   retaining  the cost recovery  component of  the DSMCA  through December 31,
   1998, modifying slightly the DSM incentive mechanism for 1994  and 1995 and
   forming a technical working group to  study and analyze various alternative
   annual revenue reconciliation mechanisms and incentive mechanisms for  1996
   through 1998,  which would  replace existing  DSM incentives  until another
   mechanism or regulatory approach is approved  by the CPUC.  The stipulation
   agreement, which  included a procedural schedule  to review  the results of
   all studies and simulations  over the next  year, was approved by the  CPUC
   on June  16, 1994.  During  the first quarter  1995, the technical  working
   group presented  to the CPUC a  detailed analysis  demonstrating the effect
   of the various proposed  mechanisms.  The  Company is in opposition to  all
   proposed  mechanisms.   On  March  29,  1995,  the  CPUC  issued a  revised
   procedural schedule requiring direct testimony and  exhibits to be filed by
   June 15, 1995, with hearings scheduled for September 1995. 

   1993 Rate Case

         On November  26, 1993,  the CPUC  issued its  final written  decision
   regarding the Company's 1993 rate case,  lowering the Company's annual base
   rate revenue  requirement by approximately  $5.2 million  (a $13.1  million
   electric revenue  decrease partially offset by  a $7.1  million gas revenue
   increase  and  a  $0.8  million  steam  revenue  increase)  with  new rates
   effective December  1, 1993.   The  OCC filed  in Denver District  Court an
   appeal of  the CPUC's decision.   The OCC has  claimed that the  accounting
   related to  a specific income  tax issue results  in the overcollection  of
   costs  from  ratepayers.   On  April 11,  1995,  the Denver  District Court
   affirmed the CPUC's decision on this matter.

         On  August 1, 1994,  the Company  filed its Phase II  testimony.  The

                                        13
<PAGE>
<PAGE>
                     NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                         (Continued)


   Phase II proceedings will address cost  allocation issues and specific rate
   changes for the various customer classes based on  the results of the Phase
   I hearings and decision  that became effective  December 1, 1993.  A  final
   CPUC decision on the Phase II proceedings is expected in late 1995. 

   Federal Energy Regulatory Commission

         On March 29,  1995, the FERC issued  a Notice of Proposed  Rulemaking
   (NOPR) on  Open Access Non-Discriminatory  Transmission Services by  Public
   Utilities and Transmitting  Utilities and a  supplemental NOPR  on Recovery
   of Stranded Costs.

         The  rules  proposed   in  the   NOPR  are  intended  to   facilitate
   competition among  electric generators for sales  to the  bulk power supply
   market.   If adopted,  the NOPR on  open access transmission  would require
   public utilities  under the  Federal Power  Act to  provide open access  to
   their transmission  systems and would  establish guidelines for their doing
   so.   A final  rule would  define the  terms under which  independent power
   producers, neighboring  utilities,  and  others  could  gain  access  to  a
   utility's transmission grid  to deliver power to wholesale customers,  such
   as municipal  distribution systems, rural  electric cooperatives, or  other
   utilities.  Under the  NOPR, each public utility would also be required  to
   establish separate rates for its  transmission and generation  services for
   new  wholesale  service,  and  to  take  transmission  services,  including
   ancillary services,  under the  same tariffs  that would  be applicable  to
   third-party users  for  all of  its new  wholesale sales  and purchases  of
   energy.

         The  supplemental  NOPR  on  stranded  costs  provides  a  basis  for
   recovery  by  regulated  public  utilities  of  legitimate  and  verifiable
   stranded costs  associated with  exiting  wholesale requirements  customers
   and retail customers who become unbundled wholesale transmission  customers
   of the utility.   The FERC would  provide public utilities a mechanism  for
   recovery  of  stranded costs  that  result  from  municipalization,  former
   retail customers becoming wholesale customers, or  the loss of a  wholesale
   customer.  The FERC will consider  allowing recovery of stranded investment
   costs  associated  with  retail  wheeling  only   if  a  state   regulatory
   commission lacks the authority to consider that issue.

         The Company is currently evaluating the  NOPR to determine its impact
   on the  Company and its customers.   Comments on the NOPR are due August 7,
   1995.   It is  anticipated that  a final rule  could take  effect in  early
   1996.  The Company cannot predict the outcome of this matter.

   Environmental Issues 

   Environmental Site Cleanup

         Under  the  Comprehensive Environmental  Response,  Compensation  and
   Liability Act,  the Environmental Protection  Agency has  identified, and a
   Phase  II environmental  assessment  has revealed,  low  level,  widespread

                                        14
<PAGE>
<PAGE>
                     NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                         (Continued)


   contamination  from  hazardous substances  at  the  Barter  Metals  Company
   properties  located in  central Denver.   For  an estimated  30  years, the
   Company   sold  scrap   metal  and  electrical  equipment   to  Barter  for
   reprocessing.    The   Company,  which   is  one  of  several   Potentially
   Responsible  Parties ("PRPs"),  is involved  in  the  cleanup of  this site
   which  began in November  1992 and  is expected to be  completed during the
   second quarter of 1995.   The total project cost is currently estimated  to
   be approximately  $8.9 million.   On March  16, 1995,  the Denver  District
   Court  entered judgment  in  favor  of the  Company in  the amount  of $5.6
   million, for  costs   incurred   through  January  31,  1995,  regarding  a
   lawsuit against one of  the Company's  insurance providers for the  cleanup
   of this   site.   Additionally,  the  Company   expects  to  recover  costs 
   incurred  subsequent   to  January  31,  1995   through   future  insurance
   claims.     The  insurance  provider   has  appealed   the  jury  decision.
   Previously,  the  Company  had  received  approximately  $1.8  million   of
   insurance proceeds,  a portion  of which  remains to  be allocated to  this
   site.   To the  extent such  costs are not  recovered by insurance  or from
   other  PRPs, the Company  believes it  is probable that such  costs will be
   recovered through the rate regulatory process.

         Polychlorinated biphenyl ("PCB") presence has been identified in  the
   basement  of an historic  office building  located in  downtown Denver. The
   Company  was  negotiating  the  future  cleanup  with  the  current owners;
   however, on October 5,  1993, the owners  filed a civil action against  the
   Company in the Denver District Court.  The action alleged that the  Company
   was  responsible  for  the  PCB  releases and  additionally  claimed  other
   damages  in unspecified amounts.   On  August 8, 1994,  the Denver District
   Court entered  a judgment  approving a  $5.3  million settlement  agreement
   between the  Company and the building  owners resolving  all claims between
   the Company and the  building owners.  The  Company believes it is probable
   that  it will recover some portion of these costs through insurance claims.
   To the  extent  such  costs are  not recovered  by  insurance, the  Company
   believes it is probable  that such costs will be recovered through the rate
   regulatory process. 

         The  Elitch Gardens  Amusement  Park  site near  downtown Denver  has
   revealed  low level, widespread  contamination.   The Company  had used the
   site in  the past  as a  manufactured gas  plant site and  is one  of three
   PRPs.  An agreement  has been signed by Trillium Corporation, a PRP, Elitch
   Gardens  Co. and the  Company, releasing  the   Company from responsibility
   for  the first  $2  million of  expenses  related to  contamination.    Any
   contamination  expenses incurred  during construction  or thereafter  which
   exceed $2 million  will be the responsibility  of the Company; however, the
   Company could  then pursue recovery of  the incurred  costs from Burlington
   Northern  Railroad,  the  third  PRP,  and/or  through  insurance   claims.
   Contamination expenses incurred  through March 31,  1995 have  not exceeded
   $2 million.   The amusement  park is scheduled  to begin  operations in the
   second quarter of 1995.

         In addition to these sites, the  Company has identified several sites
   where  cleanup of hazardous  substances may  be required.   While potential

                                        15
<PAGE>
<PAGE>
                     NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                         (Continued)


   liability  and   settlement  costs  are   still  under  investigation   and
   negotiation,  the Company  believes that  the resolution  of these  matters
   will  not have  a material  effect on  its financial  position, results  of
   operations  or  cash  flows.   The  Company  fully  intends to  pursue  the
   recovery  of all  significant  costs  incurred  for such  projects  through
   insurance claims and/or  the rate regulatory  process.   To the extent  any
   costs  are not  recovered through  the  options  listed above,  the Company
   would be required to recognize an expense for such unrecoverable amounts.

   Other Environmental Matters

         Under the  Clean  Air Act  Amendments  of  1990, coal  burning  power
   plants are required  to reduce Sulfur  Dioxide ("SO2")  and Nitrogen  Oxide
   ("NOx")  emissions to  specified levels  through  a  phased approach.   The
   Company  is currently  meeting  Phase I  emission  standards placed  on SO 2
   through the use of  low sulfur coal and the operation of pollution  control
   equipment on certain generation facilities.   The Company will be  required
   to modify  certain boilers  by the  year 2000  to reduce  NOx emissions  in
   order to  comply with Phase  II requirements at  an estimated total  future
   cost of approximately $21 million.  The Company  is studying its options to
   reduce  SO 2  emissions  and  currently  does  not   anticipate  that  these
   regulations will significantly impact its operations.

         On August 18, 1993, a conservation  organization filed a complaint in
   U.S. District Court for  the District of Colorado, pursuant to Section  304
   of the  Federal Clean  Air Act,  against the  Company and  the other  joint
   owners of  the Hayden  station.   The  plaintiff alleges  that, on  certain
   occasions,  the  station  exceeded  opacity  limitations  during  the  past
   several  years.  The  complaint seeks,  among other  things, civil monetary
   penalties and injunctive relief.   At this time the  Company is not able to
   estimate  the  amount, if  any, of  its potential  liability.   The Company
   believes additional  particulate control equipment  will be necessary,  but
   final determination has not been  made.  Discovery has been completed, oral
   arguments on summary judgment motions are scheduled  for mid-May 1995 and a
   trial date has been set for August 1995. 

         The  Company believes  that,  consistent with  historical  regulatory
   treatment, any costs to comply with  pollution control regulations would be
   recovered from  its customers.   However,  no assurance  can be  given that
   this practice will continue in the future.

   Employee Litigation

         Several  employee  lawsuits  have  been  filed  against  the  Company
   involving  alleged sexual/age  discrimination.   The  Company  is  actively
   contesting all outstanding lawsuits and believes  the ultimate outcome will
   not  have  a  material  impact  on  the  Company's  results  of operations,
   financial position or cash flow.

         Certain  employees terminated  as  part of  the  Company's  1991/1992
   organizational  analysis  asserted   breach  of  contract  and   promissory

                                        16
<PAGE>
<PAGE>
                     NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                         (Continued)


   estoppel with respect  to job security and breach  of the covenant of  good
   faith and fair dealing. Of the 21 actions  filed, the trial court  directed
   verdicts for  the Company  in 19  cases.   Two cases went  to a  jury which
   entered verdicts  adverse to the  Company.  All 21  decisions are currently
   on appeal, but the Company believes its liability, if  any, will not have a
   material impact on the Company's results of  operations, financial position
   or cash flow.

   4.  Management's Representations

         In  the   opinion  of   the  Company,   the  accompanying   unaudited
   consolidated  condensed  financial  statements   include  all   adjustments
   necessary for  the  fair presentation  of  the  financial position  of  the
   Company and its subsidiaries at March 31, 1995  and December 31, 1994,  and
   the results of operations  and cash flows for  the three months ended March
   31, 1995  and 1994.  The  consolidated condensed  financial information and
   notes  thereto   should  be  read  in  conjunction  with  the  consolidated
   financial statements and notes for the years ended  December 31, 1994, 1993
   and  1992 included  in the  Company's  1994 Annual  Report filed  with  the
   Securities and Exchange Commission on Form 10-K.

         Because of seasonal and other factors,  the results of operations for
   the  three month period  ended March  31, 1995  should not  be taken  as an
   indication of earnings for all or any part of the balance of the year.


                                        17
<PAGE>
<PAGE>
                     REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

   TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
   PUBLIC SERVICE COMPANY OF COLORADO

   We have reviewed  the accompanying consolidated condensed balance sheet  of
   Public  Service   Company  of   Colorado  (a   Colorado  corporation)   and
   subsidiaries as of March 31, 1995,  and the related consolidated  condensed
   statements of  income and  cash  flows for  the three  month periods  ended
   March  31,   1995  and   1994.     These  financial   statements  are   the
   responsibility of the Company's management.

   We  conducted our review  in accordance  with standards  established by the
   American Institute  of Certified Public Accountants.   A  review of interim
   financial   information   consists   principally  of   applying  analytical
   procedures  to financial  data and making inquiries  of persons responsible
   for  financial and accounting matters.   It is substantially  less in scope
   than  an audit  conducted in  accordance  with generally  accepted auditing
   standards,  the  objective  of  which  is  the  expression  of  an  opinion
   regarding the financial statements  taken as a  whole.  Accordingly, we  do
   not express such an opinion.

   Based on our  review, we are not aware  of any material modifications  that
   should be made to  the financial statements referred  to above for  them to
   be in conformity with generally accepted accounting principles.

   We have previously audited, in  accordance with generally accepted auditing
   standards,  the consolidated  balance sheet  of Public  Service  Company of
   Colorado and subsidiaries as of December  31, 1994 (not presented  herein),
   and, in  our report  dated February 10,  1995, we expressed  an unqualified
   opinion on that statement.   In our  opinion, the information set forth  in
   the accompanying consolidated  condensed balance sheet  as of  December 31,
   1994, is  fairly  stated, in  all material  respects,  in  relation to  the
   consolidated balance sheet  from which it has  been derived.  Our  February
   10,  1995  report  contains  an explanatory  paragraph  that  describes the
   uncertainties related to the adequacy  of the Company's  recorded liability
   for defueling  and decommissioning the  Fort St.  Vrain Nuclear  Generating
   Station.

   As more fully discussed  in Note 2 to the consolidated condensed  financial
   statements, the adequacy of the Company's  recorded liability for defueling
   and  decommissioning  its   Fort  St.  Vrain  Nuclear  Generating   Station
   (approximately $71.2 million at March 31,  1995) is primarily dependent  on
   assurances that  the  dismantlement  and decommissioning  of the  Fort  St.
   Vrain  Nuclear  Generating   Station  can  be  accomplished  at   currently
   estimated  costs and  that the spent  fuel storage and  shipment issues are
   successfully  resolved.    The  outcome  of  the  above  issues  cannot  be
   determined  at  this   time.    The  accompanying  consolidated   condensed
   financial statements do not include any  adjustments that might result from
   the outcome of these uncertainties.

                                                           ARTHUR ANDERSEN LLP
   Denver, Colorado,
   May 5, 1995


                                        18
<PAGE>
<PAGE>

   Item 2.  Management's Discussion  and Analysis  of Financial  Condition and
   Results of Operations

   Earnings

         Earnings  per  share  were  $0.81  for  the  first  quarter  of 1995,
   compared to  $0.71 for  the first  quarter of  1994.   The higher  earnings
   resulted  primarily  from  higher  retail  electric  Kwh  sales  and  lower
   operating expenses.  The lower  operating expenses have resulted  from cost
   reduction strategies  implemented in  1994.   During the  first quarter  of
   1994, an early retirement/severance program was offered with  approximately
   550  employees electing to  participate, effective  April 1,  1994.  Annual
   salary savings are expected to be approximately  $22 million.  In addition,
   in conjunction  with an  internal restructuring,  an involuntary  severance
   program was implemented in late 1994  in which approximately 550 management
   and  staff  level  positions were  eliminated  resulting  in  an additional
   estimated  annual salary  savings  of  approximately $21  million.    These
   programs have  substantially reduced  employee labor and benefit  costs for
   the first quarter of 1995 as discussed below.

   Electric Operations

         The  following table  details  the changes  in electric  revenues and
   energy  costs for  the first  three months  of  1995  compared to  the same
   period in 1994.
   <TABLE>
   <CAPTION>
                                                         Increase (Decrease)
                                                       (Thousands of Dollars)
   <S>                                                       <C>
   Electric revenues:
    Retail . . . . . . . . . . . . . . . . . . . . . . .     $ 18,546
    Wholesale  . . . . . . . . . . . . . . . . . . . . .       (3,624)
    Other  . . . . . . . . . . . . . . . . . . . . . . .        3,377
     Total revenues  . . . . . . . . . . . . . . . . . .       18,299
   Fuel used in generation . . . . . . . . . . . . . . .       (6,183)
   Purchased power . . . . . . . . . . . . . . . . . . .       15,010
    Net increase in electric margin  . . . . . . . . . .     $  9,472
   </TABLE>


                                              19
<PAGE>
<PAGE>
         The following schedule compares  electric Kwh sales for the first 
         quarter of 1995 and 1994.
   <TABLE>
   <CAPTION>
                                                    Electric Sales  
                                                   (Millions of Kwh)
                                                   1995        1994   % Change *
   <S>                                            <C>         <C>        <C>
   Residential . . . . . . . . . . . . . . .      1,727.6     1,713.4      0.8%
   Commercial and Industrial . . . . . . . .      3,690.2     3,562.4      3.6%
   Public Authorities  . . . . . . . . . . .         48.4        46.5      4.0%
   Other Utilities . . . . . . . . . . . . .        794.2       883.2    (10.1%)
                                                  6,260.4     6,205.5      0.9%
   * Percentages are calculated using unrounded amounts
   </TABLE>

         Electric operating  revenues increased  $18.3 million  for the  three
   months ended March 31, 1995, when compared to  the three months ended March
   31, 1994,  primarily due to  a 3.6% increase  in commercial  and industrial
   Kwh sales resulting from moderate customer growth.  The increase in  retail
   electric  revenues was  offset, in part,  by a 10.1%  decrease in wholesale
   Kwh sales.  The  demand for  wholesale  energy has been negatively impacted
   by an available supply of low cost non-firm energy in the region. 

         The Company  and Cheyenne currently  have cost adjustment  mechanisms
   which recognize  the majority  of the effects  of changes in  fuel used  in
   generation and purchased power costs and allow recovery  of such costs on a
   timely basis.  A  substantial portion of  these net higher costs have  been
   billed to  customers,  however, the  changes  in  revenues associated  with
   these  mechanisms during the  first quarters  of 1995  and 1994  had little
   impact on net  income.  The Company is required  to make a filing with  the
   CPUC related to its  ECA by September 1, 1995,  at which time the CPUC will
   review whether the  ECA should be  maintained in its present  form, altered
   or  eliminated  (See Note  4.  Commitments  and  Contingencies  -Regulatory
   Matters in Item 1. FINANCIAL STATEMENTS). 

         Fuel used  in generation  expense decreased  $6.2 million,  or 11.6%,
   for the first  three months in 1995, compared  to the same period in  1994,
   primarily due to lower generation levels,  coupled with a slight  reduction
   in the cost per  Kwh which is  primarily due to lower transportation  costs
   from   the  renegotiation   of  certain   coal   transportation  contracts.
   Purchased power  expense increased $15.0 million,  or 14.1%,  for the three
   months ended  March 31,  1995, when  compared to  the same period  in 1994,
   primarily due to increased purchases from  qualifying facilities.  The cost
   per  Kwh  of  electric  energy  purchased  from  qualifying  facilities  is
   approximately  58%  higher  than  the  purchased  power  costs  from  other
   suppliers,  further  contributing  to  the  increase  in  purchased   power
   expense.   A majority of purchased  power costs  associated with qualifying
   facilities  is collected  through the  QFCCA, a cost  adjustment mechanism;
   however, the future recovery of costs under the  QFCCA may be subject to an
   earnings test,  which has not  yet been defined  by the CPUC  (See Note  4.
   Commitments and  Contingencies - Regulatory  Matters in  Item 1.  FINANCIAL

                                        20
<PAGE>
<PAGE>

   STATEMENTS).

   Gas Operations

         The following  table  details the  change  in  gas revenues  and  gas
   purchased for  resale for the  first three months  of 1995  compared to the
   same period in 1994.
   <TABLE>
   <CAPTION>                                             Increase (Decrease)
                                                       (Thousands of Dollars)
   <S>                                                       <C>
   Total gas revenues  . . . . . . . . . . . . . . . . .     $(10,447)
   Less: transport, gathering, and processing revenues .       (2,540)
    Revenues from gas sales  . . . . . . . . . . . . . .       (7,907)
   Gas purchased for resale  . . . . . . . . . . . . . .       (9,379)
    Net increase in gas sales margin . . . . . . . . . .     $  1,472
   </TABLE>

         The following schedule compares  gas deliveries for the first quarter 
         of 1995 and 1994.
   <TABLE>
   <CAPTION>
                                                    Gas Deliveries  
                                                   (Millions of Mcf)
                                                   1995        1994   % Change *
   <S>                                               <C>        <C>      <C>
   Residential . . . . . . . . . . . . . . .         40.8        42.5     (3.9%)
   Commercial and Industrial . . . . . . . .         23.3        25.1     (7.0%)
   Other Utilities . . . . . . . . . . . . .          0.2         0.2    (27.8%)
     Total Gas Sales . . . . . . . . . . . .         64.3        67.8     (5.1%)
   Gathered and Processed  . . . . . . . . .          0.4        10.8    (96.0%)
   Transported and Other . . . . . . . . . .         24.2        22.7      6.4%
                                                     88.9       101.3    (12.2%)

   * Percentages are calculated using unrounded amounts
   </TABLE>

         Gas  operating revenues and  gas purchased  for resale  decreased the
   first three  months of 1995,  as compared  to the same period  in the prior
   year, primarily due to a 12.2% decrease in total gas  deliveries.  The sale
   of WestGas  Gathering, Inc.  during 1994  has resulted  in  a $2.5  million
   decline  in  gathering  revenues  for   the  current  period.  These  lower
   revenues,  however,  have  been  offset,  in  part,   by  higher  transport
   deliveries.   The growth  in transportation  services is  primarily due  to
   servicing new qualifying facility customers.  

         The  Company  and  its  regulated  subsidiary   have  in  place   GCA
   mechanisms  for natural  gas sales,  which  recognize  the majority  of the
   effects of  changes in  the cost  of gas  purchased for  resale and  adjust
   revenues to reflect such changes in  cost on a timely basis.   As a result,
   the  changes in  revenues associated  with  these  mechanisms in  the first
   quarters of 1995 and 1994  had little impact  on net income.  The  decrease

                                        21
<PAGE>
<PAGE>
   in gas purchased for resale for the first quarter in  1995, compared to the
   first quarter  in 1994, is partially due to a 6.1% decrease in the per-unit
   cost of gas. 

   Non-Fuel Operating Expenses

         Other  operating  and  maintenance  expenses decreased  $6.2  million
   during the  first quarter  of 1995,  when compared  to the  same period  in
   1994,  primarily due to  lower labor  and employee  benefit costs resulting
   from the  1994 restructuring  efforts totaling  approximately $12  million.
   These decreases were  offset, in part, by  the $2.2 million amortization of
   the early  retirement/severance program costs and  the $2.5 million  write-
   off of certain software costs.

         Depreciation and amortization  expense decreased $1.8 million  during
   the  first quarter  of  1995,  when compared  to the  same period  in 1994,
   primarily due to the  effects of using a  longer estimated depreciable life
   of the  Company's electric steam production facilities, consistent with the
   Company's most recent depreciation study.   

         The  increase in  income tax expense  for the first  quarter of 1995,
   compared to the  same period in  1994, is primarily attributable  to higher
   pre-tax income.  
   
         Other income and deductions decreased  $3.8 million during  the first
   quarter of 1995, when  compared to the first quarter of 1994, primarily due
   to  the recognition  of $2.1  million of  the gain  on the  sale of WestGas
   Gathering, Inc.  as an  amount to be  refunded to ratepayers  in accordance
   with a recent settlement  agreement, as well as  from lower interest income
   ($0.6 million) and additional charitable contributions ($0.7 million).

         Interest  charges  increased $2.4  million for  the first  quarter of
   1995, when  compared to the same  period in 1994,  primarily due to  higher
   interest rates for short-term borrowings.

   Commitments and Contingencies

         Issues  relating to  Fort  St. Vrain,  regulatory  and  environmental
   matters are discussed in Notes 2 and 3 in Item 1. FINANCIAL STATEMENTS. 

    Liquidity and Capital Resources

   Cash Flows

         Cash provided by operating activities increased $66.5 million  during
   the first quarter  of 1995, when  compared to  the first  quarter of  1994,
   primarily due to higher earnings, lower decommissioning expenditures  ($8.2
   million)  and a significant increase  in the recovery of  purchased gas and
   electric energy costs  ($25.5 million).  At  March 31, 1995, the  Company's
   decommissioning liability  was approximately $46.7  million.  The  majority
   of the expenditures related  to this obligation are expected to be incurred
   over the next year with final  completion of such activities anticipated in
   the second  quarter  of 1996.    The  annual decommissioning  amount  being

                                        22
<PAGE>
<PAGE>

   recovered  from  customers  is  approximately  $13.9  million  which   will
   continue  through June,  2005.   At  March  31, 1995,  approximately $104.9
   million  remains to  be  collected from  customers and  is  reflected  as a
   regulatory   asset   on   the   consolidated   condensed   balance   sheet.
   Accordingly, operating cash  flows will continue  to be negatively impacted
   until the decommissioning of Fort St. Vrain is complete.

         Cash used in investing activities increased $33.9 million during  the
   first quarter of 1995, when compared to the  same period in 1994, primarily
   due to increased construction expenditures in  1995 ($4.2 million) and  the
   receipts from  the sale  of certain  Fuelco properties  during 1994  ($27.5
   million).

         Cash  used  in  financing  activities increased  approximately  $22.0
   million during the first quarter of 1995, when  compared to the same period
   in 1994,  primarily due to  increased repayments  of short-term  borrowings
   ($23.0  million). Additionally,  proceeds from  the  sale of  common  stock
   under  the  Company's   dividend  reinvestment  and  stock  purchase   plan
   decreased  in the first quarter of 1995 to $6.8  million as compared to the
   proceeds of approximately $10.9 million from  issuances under such plan  in
   the first quarter of 1994.

   Common Stock Dividend

         On March  28,  1995, the  Company's  Board  of Directors  declared  a
   quarterly dividend on  its common stock of $0.51  per share, up from  $0.50
   per share  for the previous  quarter.  The Company's  common stock dividend
   level is  dependent upon  the  Company's results  of operations,  financial
   position, cash flow  and other factors.  It  will continue to be  evaluated
   quarterly by the Board of Directors.


                                        23
<PAGE>
<PAGE>
                           PART II - OTHER INFORMATION


   Item 1. Legal Proceedings

         Part 1.     Issues  relating to  the  Company's 1993  rate  case  and
                     environmental  site  cleanup  are  discussed  in  Note 3.
                     Commitments and Contingencies in Item 1, Part 1.

   Item 6. Exhibits and Reports on Form 8-K

   (a)   Exhibits


         12(a) -     Computation  of   Ratio  of   Consolidated  Earnings   to
                     Consolidated  Fixed  Charges is  set  forth  at  page  23
                     herein.

         12(b) -     Computation  of   Ratio  of   Consolidated  Earnings   to
                     Consolidated Combined  Fixed Charges  and Preferred Stock
                     Dividends is set forth at page 24 herein.

         15    -     Letter  from  Arthur  Andersen  LLP  regarding  unaudited
                     interim information is set forth at page 25 herein.

         27    -     Financial Data Schedule UT

   (b)   Reports on Form 8-K

         No reports on Form 8-K were filed during the first quarter of 1995.


                                        24
<PAGE>
<PAGE>

                                    SIGNATURE

   Pursuant  to the  requirements of  Section 13  or 15(d)  of  the Securities
   Exchange Act of  1934, Public Service Company  of Colorado has duly  caused
   this report to be  signed on its behalf by the undersigned, thereunto  duly
   authorized.





                                        PUBLIC SERVICE COMPANY OF COLORADO




                                                  /s/ R. C. KELLY
                                          ______________________________
                                                    R. C. Kelly
                                              Senior Vice President,
                                              Finance, Treasurer and
                                              Chief Financial Officer


   Dated: May 10, 1995


                                        25
<PAGE>
<PAGE>

                                  EXHIBIT INDEX

         12(a) -     Computation  of   Ratio  of   Consolidated  Earnings   to
                     Consolidated  Fixed  Charges is  set  forth  at  page  23
                     herein.

         12(b) -     Computation  of   Ratio  of   Consolidated  Earnings   to
                     Consolidated Combined  Fixed Charges and Preferred  Stock
                     Dividends is set forth at page 24 herein.

         15    -     Letter  from  Arthur  Andersen  LLP  regarding  unaudited
                     interim information is set forth at page 25 herein.

         27    -     Financial Data Schedule UT



                                        26
<PAGE>
<PAGE>

                                                                 EXHIBIT 12(a)

                              PUBLIC SERVICE COMPANY OF COLORADO
                                       AND SUBSIDIARIES

                        COMPUTATION OF RATIO OF CONSOLIDATED EARNINGS
                                TO CONSOLIDATED FIXED CHARGES

                  (not covered by report of independent public accountants)

   <TABLE>
   <CAPTION>
                                                                 Three Months Ended
                                                                      March 31,
                                                                   1995         1994    
                                                               (Thousands of Dollars,
                                                                   except ratios)
   <S>                                                         <C>          <C>
   Fixed charges:

     Interest on long-term debt  . . . . . . . . . . . . . .   $    21,506  $    23,165
     Interest on borrowings against
       corporate-owned life insurance contracts  . . . . . .         7,969        6,802
     Other interest  . . . . . . . . . . . . . . . . . . . .         5,339        2,594
     Amortization of debt discount and expense less premium            791          726
     Interest component of rental expense  . . . . . . . . .         1,690        1,880

         Total   . . . . . . . . . . . . . . . . . . . . . .   $    37,295  $    35,167

   Earnings (before fixed charges and taxes on income):

     Net income  . . . . . . . . . . . . . . . . . . . . . .   $    53,644  $    46,529
     Fixed charges as above  . . . . . . . . . . . . . . . .        37,295       35,167
     Provisions for Federal and state taxes on income,
       net of investment tax credit amortization . . . . . .        29,334       26,362

         Total . . . . . . . . . . . . . . . . . . . . . . .   $   120,273  $   108,058

   Ratio of earnings to fixed charges  . . . . . . . . . . .          3.22         3.07
   </TABLE>

 
                                              27
<PAGE>
<PAGE>
                                                                 EXHIBIT 12(b)

                              PUBLIC SERVICE COMPANY OF COLORADO
                                       AND SUBSIDIARIES

                        COMPUTATION OF RATIO OF CONSOLIDATED EARNINGS TO
             CONSOLIDATED COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

                  (not covered by report of independent public accountants)

   <TABLE>
   <CAPTION>
                                                                 Three Months Ended
                                                                      March 31,
                                                                   1995         1994    
                                                               (Thousands of Dollars,
                                                                   except ratios)
   <S>                                                         <C>          <C>
   Fixed charges and preferred stock dividends:

     Interest on long-term debt  . . . . . . . . . . . . . .   $    21,506  $    23,165
     Interest on borrowings against
       corporate-owned life insurance contracts  . . . . . .         7,969        6,802
     Other interest  . . . . . . . . . . . . . . . . . . . .         5,339        2,594
     Amortization of debt discount and expense less premium            791          726
     Interest component of rental expense  . . . . . . . . .         1,690        1,880
     Preferred stock dividend requirement  . . . . . . . . .         3,001        3,005
     Additional preferred stock dividend requirement . . . .         1,641        1,703
         Total   . . . . . . . . . . . . . . . . . . . . . .   $    41,937  $    39,875

   Earnings (before fixed charges and taxes on income):

     Net income  . . . . . . . . . . . . . . . . . . . . . .   $    53,644  $    46,529
     Interest on long-term debt  . . . . . . . . . . . . . .        21,506       23,165
     Interest on borrowings against
       corporate-owned life insurance contracts  . . . . . .         7,969        6,802
     Other interest  . . . . . . . . . . . . . . . . . . . .         5,339        2,594
     Amortization of debt discount and expense less premium            791          726
     Interest component of rental expense  . . . . . . . . .         1,690        1,880
     Provisions for Federal and state taxes on income,
       net of investment tax credit amortization . . . . . .        29,334       26,362
         Total . . . . . . . . . . . . . . . . . . . . . . .   $   120,273  $   108,058

   Ratio of earnings to fixed charges and preferred stock
     dividends . . . . . . . . . . . . . . . . . . . . . . .          2.87         2.71
   </TABLE>
      
                                              28
<PAGE>
<PAGE>
                                                                    EXHIBIT 15
   May 5, 1995




   Public Service Company of Colorado:

   We are aware  that Public Service Company  of Colorado has incorporated  by
   reference  in its  Registration  Statement  (Form S-3,  File No.  33-42442)
   pertaining  to  the  Automatic  Dividend  Reinvestment  and  Common   Stock
   Purchase Plan;  the Company's  Registration Statement (Form  S-3, File  No.
   33-37431),  as  amended  on  December  4,  1990,  pertaining  to  the shelf
   registration  of  the   Company's  First  Mortgage  Bonds;  the   Company's
   Registration  Statement (Form  S-8, File  No.  33-55432) pertaining  to the
   Omnibus Incentive  Plan; the  Company's Registration  Statement (Form  S-3,
   File No.  33-51167) pertaining to the  shelf registration  of the Company's
   First  Collateral Trust  Bonds  and the  Company's  Registration  Statement
   (Form  S-3, File No. 33-54877) pertaining to the  shelf registration of the
   Company's First Collateral Trust Bonds and  Cumulative Preferred Stock, its
   Form 10-Q for the quarter ended March 31,  1995, which includes our  report
   dated  May 5, 1995, covering the unaudited consolidated condensed financial
   statements contained therein.  Pursuant to  Regulation C of the  Securities
   Act of  1933, that  report is  not considered  a part  of the  registration
   statement  prepared  or certified  by  our firm  or  a  report  prepared or
   certified by our firm within the meaning of Sections 7 and 11 of the Act.




                                                         Very truly yours,



                                                         ARTHUR ANDERSEN LLP


                                        29



<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PUBLIC
SERVICE COMPANY OF COLORADO AND SUBSIDIAIRES CONSOLIDATED CONDENSED BALANCE
SHEET AS OF MARCH 31, 1995 AND CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND
CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               MAR-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    3,322,133
<OTHER-PROPERTY-AND-INVEST>                     17,013
<TOTAL-CURRENT-ASSETS>                         447,665
<TOTAL-DEFERRED-CHARGES>                       385,755
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               4,172,566
<COMMON>                                       313,465
<CAPITAL-SURPLUS-PAID-IN>                      662,449
<RETAINED-EARNINGS>                            326,884
<TOTAL-COMMON-STOCKHOLDERS-EQ>               1,302,798
                           42,665
                                    140,008
<LONG-TERM-DEBT-NET>                         1,138,712
<SHORT-TERM-NOTES>                              40,360
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                 224,400
<LONG-TERM-DEBT-CURRENT-PORT>                   20,047
                        2,576
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,261,000
<TOT-CAPITALIZATION-AND-LIAB>                4,172,566
<GROSS-OPERATING-REVENUE>                      620,596
<INCOME-TAX-EXPENSE>                            29,334
<OTHER-OPERATING-EXPENSES>                      89,814
<TOTAL-OPERATING-EXPENSES>                     528,907
<OPERATING-INCOME-LOSS>                         91,689
<OTHER-INCOME-NET>                             (3,132)
<INCOME-BEFORE-INTEREST-EXPEN>                  88,557
<TOTAL-INTEREST-EXPENSE>                        34,913
<NET-INCOME>                                    53,644
                      3,001
<EARNINGS-AVAILABLE-FOR-COMM>                   50,643
<COMMON-STOCK-DIVIDENDS>                        31,973
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                         177,950
<EPS-PRIMARY>                                     0.81
<EPS-DILUTED>                                     0.81
        


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission