PUBLIC SERVICE CO OF COLORADO
U-3A-2, 1996-02-29
ELECTRIC & OTHER SERVICES COMBINED
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Adopted November 9, 1939                                       File No. 69-14



                                                                  FORM U-3A-2

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


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

          Provisions of the Public Utility Holding Company Act of 1935

                       To Be Filed Annually Prior to March 1

                       PUBLIC SERVICE COMPANY OF COLORADO


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


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

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

                     Cheyenne Light, Fuel and Power Company;
                            WestGas InterState, Inc.;
                               1480 Welton, Inc.;
                         Fuel Resources Development Co.;
                         PS Colorado Credit Corporation;
                             PSR Investments, Inc.;
<PAGE>

                           Natural Fuels Corporation;
                                  e prime, inc.;
                            Young Gas Storage Company;
                         Green and Clear Lakes Company;
                           East Boulder Ditch Company;
                     Hillcrest Ditch and Reservoir Company;
                              United Water Company;
                           Fisher Ditch Water Company;
                          Baugh Lateral Ditch Company;
                  Beeman Irrigating Ditch and Milling Company;
                      Consolidated Extension Canal Company;
                            Enterprise Ditch Company;
                        Jones and Donnelly Ditch Company and
                     Las Animas Consolidated Canal Company.

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

     c.  WestGas InterState,  Inc. is incorporated under the laws of the State
         of  Colorado.  It is engaged in  transporting  gas within the States
         of Colorado  and Wyoming and is subject to the  jurisdiction  of the
         Federal Energy Regulatory Commission ("FERC").

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

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

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

     g.  PSR Investments,  Inc. is incorporated under the laws of the State of
         Colorado.  It owns and manages permanent life insurance  policies on
         certain past and present  employees,  the benefits from which are to
         provide future funding for general corporate purposes.
<PAGE>

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

     i.  e  prime,  inc.,  is  incorporated  under  the  laws of the  State  of
         Colorado.  It is  engaged  or  intends  to  engage  in  energy-related
         activities and the provision of consumer  services which include,  but
         are not limited to, electric and gas brokering,  energy consulting and
         project  development  services and  information  processing  and other
         technology based services.

     j.  Young Gas Storage Company is incorporated  under the laws of the State
         of Delaware and holds a 47.5 percent general  partnership  interest in
         Young Gas Storage Company, Ltd. ("Young Storage").  Young Storage owns
         and operates a gas storage  facility in  northeastern  Colorado and is
         subject to the jurisdiction of the FERC.

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

     l.  New Century Energies,  Inc. ("NCE") is incorporated  under the laws of
         the State of  Delaware.  NCE will  become  the  parent  company of the
         Company and Southwestern Public Service Company upon completion of the
         merger  of the two  utilities.  On  January  30,  1996,  NCE  filed an
         application  with the SEC to be a registered  public  utility  holding
         company.  The Company owns a 50 percent capital stock interest in said
         company.

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

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

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

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

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

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

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

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

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

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

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

     a.  With  respect  to  claimant  and  its  subsidiary  public  utilities,
         reference  is  made  to  Form  10-K of  Public  Service  Company  of
         Colorado,  filed  pursuant to Section 13 or 15(d) of the  Securities
         Exchange  Act of 1934 for the fiscal year ended  December  31, 1995,
         Commission File Number 1-3280,  and in particular to that portion of
         Form  10-K   included   under  Items  1.  and  2.   "BUSINESS"   and
         "PROPERTIES", respectively.

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



<PAGE>


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

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


YEAR ENDED DECEMBER 31, 1995
- ----------------------------
                                              Public Service    Cheyenne Light,
                                                Company of      Fuel and Power
                                                  Colorado          Company
                                                  --------          -------
    ELECTRIC
    --------
    Kwh Sales
    ---------
    Retail
    ------
       Residential                           6,085,374,801        196,536,607
       Commercial                            9,006,955,858        277,621,131
       Industrial                            5,420,721,331        326,812,588
       Public street and highway lighting      149,854,598          4,120,739
       Public authorities                       34,387,557                  -
       Interdepartmental                        24,373,352                  -
                                            --------------        -----------  
          Subtotal Retail Kwh Sales         20,721,667,497        805,091,065
                                            ==============        ===========
    Wholesale
       Rural electric associations
         and municipalities                  1,795,222,100                  -
       Other companies                       1,132,169,000                  -
                                             -------------        -----------  
         Subtotal Wholesale Kwh Electric     2,927,391,100                  -
                                             -------------        -----------   
    Total Kwh Electric Sales                23,649,058,597        805,091,065
                                            ==============        ===========

    GAS
    ---
    Natural Gas
    -----------
    Mcf Natural Gas Sales
    ---------------------
    Retail
    ------
       Residential                              93,331,399          2,794,810
       Commercial                               55,239,485          2,456,120
       Industrial                                   48,472                  -
       Interdepartmental                            27,018                113
                                               -----------          ---------
    Total Mcf Natural Gas Sales                148,646,374          5,251,043
                                               ===========          =========



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

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

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

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

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

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

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

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

      e.   Identify any service, sales, or construction  contract(s) between the
           EWG or foreign utility company and a system company, and describe the
           services to be rendered or goods sold and fees or revenues under such
           agreement(s).
           - NONE.
<PAGE>



           The  above-named  claimant  has  caused  this  statement  to be  duly
executed  on its behalf by its  authorized  officer on this 29 day of  February,
1996.



           PUBLIC SERVICE COMPANY OF COLORADO
           (Name of Claimant)

                                                          /s/ Teresa S. Madden
                                                          --------------------
                                                           Assistant Secretary


    (Corporate Seal)


    ATTEST:

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


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


           Teresa S. Madden                                Assistant Secretary
           ----------------                                -------------------
               (Name)                                             (Title)

    PUBLIC SERVICE COMPANY OF COLORADO
    1225 17th Street
    Denver, Colorado  80202-5533
            (Address)

<PAGE>









                                    EXHIBIT A


    To be filed under Form U-A prior to March 31, 1996,  in  accordance  with an
extension granted by Mr. Robert Wason on February 12, 1996.


<PAGE>


                                    EXHIBIT B

                             Financial Data Schedule

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

    Item No.   Caption Heading

    1          Total Assets                                       $4,354,295,392
    2          Total Operating Revenues                            2,110,600,967
    3          Net Income                                            178,856,093



<PAGE>


                                    EXHIBIT C

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

       - NONE.



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