PUBLIC SERVICE CO OF COLORADO
U-3A-2, 1997-02-28
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., a dissolved Colorado corporation;
                         PS Colorado Credit Corporation;
                             PSR Investments, Inc.;

                                       1
<PAGE>

                           Natural Fuels Corporation;
                         e prime, inc. and subsidiaries;
                         Green and Clear Lakes Company;
                           New Century Energies, Inc.;
                           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  ("Cheyenne") 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. was  incorporated  under the laws of
          the State of Colorado.  It was dissolved  effective October 31, 1996
          and was 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.

     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 83.63  percent  capital  stock  interest in said
          company.

                                       2
<PAGE>

     i.   e prime, inc., ("e prime") is incorporated under the laws of the State
          of Colorado and provides  energy  related  products and services which
          include,  but are not  limited  to,  electric  and gas  brokering  and
          marketing,  energy  consulting  and project  development  services and
          information processing and other technology based services. e prime is
          also pursuing international energy investment opportunities.

         e prime owns a 100 percent  capital stock interest in Texas-Ohio Gas,
          Inc. ("TOG")and Texas-Ohio  Pipeline,  Inc.  ("TOP"),  both of which
          are  incorporated in the State of Texas.  TOG provides  electric and
          gas brokering and  marketing  services.  TOP owns and operates a gas
          pipeline   in  Kentucky   which   connects   two  major   interstate
          pipelines.  TOP is subject to the jurisdiction of the FERC.

         eprime owns a 100 percent  capital stock  interest in Young Gas Storage
          Company ("YGSC") which is incorporated  under the laws of the State of
          Delaware.  YGSC was  contributed  to e prime by the Company  effective
          February  1,  1996.  YGSC  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.

     j.   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.

     k.   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.

     l.   The East Boulder Ditch Company is a mutual ditch company  operated not
          for profit. It is incorporated under the laws of the State of Colorado
          and its property is located  solely within the State of Colorado.  The
          Company has an 88.67 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.

                                       3
<PAGE>

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

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

     o.  The Fisher  Ditch Water  Company is a mutual ditch  company  operated
          not for profit.  It is  incorporated  under the laws of the State of
          Colorado  and its  property  is located  solely  within the State of
          Colorado.  The Company has a 22.02 percent  capital  stock  interest
          in said  company and the United  Water  Company has a 44.94  percent
          capital  stock  interest in said company.  These  interests are held
          in  connection  with the  condensing  water  supply for the Cherokee
          Steam Electric Generating Station of the Company.

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

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

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

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

                                       4
<PAGE>

     t.  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.

     u.  The Las Animas  Consolidated  Canal Company is a mutual ditch company
          operated not for profit.  It is  incorporated  under the laws of the
          State of  Colorado  and its  property is located  solely  within the
          State of Colorado.  The Company has a 76.57  percent  capital  stock
          interest in said company,  which interest is held in connection with
          the  condensing  water  supply  for 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, 1996,
          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.



                                       5
<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.

         Natural  gas  sales  are  reported  by  the  Company  and  Cheyenne  in
          Dekatherms ("Dth").

     YEAR ENDED DECEMBER 31, 1996
                                              Public Service    Cheyenne Light,
                                              Company of        Fuel and Power
                                              Colorado          Company
    ELECTRIC
    Kwh Sales
    Retail
       Residential                           6,403,684,518        202,916,806
       Commercial                            9,774,703,289        293,071,812
       Industrial                            5,282,325,352        326,009,601
       Public street and highway lighting      154,584,550          4,095,078
       Public authorities                       41,390,229                  -
       Interdepartmental                        14,503,916                  -
                                            --------------     --------------
         Subtotal Retail Kwh Sales          21,671,191,854        822,093,297
    Wholesale
       Rural electric associations and
         municipalities                      1,919,043,093                  -
       Other companies                       1,442,174,086                  -
                                            --------------     --------------
        Subtotal Wholesale Kwh Electric      3,361,217,179                  -
                                             -------------     --------------
    Total Kwh Electric Sales                25,032,409,033        822,093,297
                                            ==============     ==============

    GAS
    Natural Gas
    Dth Natural Gas Sales
    Retail
       Residential                              83,663,054          2,439,500
       Commercial                               47,464,773          2,003,328
       Industrial                                    7,761                  -
       Interdepartmental                             5,972                116
                                            --------------     --------------
    Subtotal Retail Dth Natural Gas Sales      148,646,374          4,442,944
                                            --------------     --------------
    Wholesale
       Other companies                           1,554,683                  -
                                            --------------     --------------
    Total Dth Natural Gas Sales                132,696,243          4,442,944
                                            ==============     ==============

                                      6
<PAGE>


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

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

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

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

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

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

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

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

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


                                       7
<PAGE>


           The  above-named  claimant  has  caused  this  statement  to be  duly
executed on its behalf by its  authorized  officer on this 28th day of February,
1997.



           PUBLIC SERVICE COMPANY OF COLORADO
           (Name of Claimant)

                                                    /s/ W. Wayne Brown
                                              Controller and Corporate 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:


            W. Wayne Brown                   Controller and Corporate Secretary
                 (Name)                                    (Title)

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

                                       8
<PAGE>


                                 EXHIBIT A


     To be filed under form U-A prior to March 31, 1997, in accordance with an
extension granted by Mr. Robert Wason on Februrary 28, 1997.


                                       9
<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                             $4,572,647,505
    2         Total Operating Revenues                  2,171,385,940
    3         Net Income                                  190,346,095



                                       10
<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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