SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
FORM U-6B-2
Certificate of Notification
Filed by a registered holding company or subsidiary thereof pursuant to
Rule U-20-(d) [Reg. Section 250.20, paragraph 36,652] or U-47 [Reg. Section
250.47, paragraph 36,620] adopted under the Public Utility Holding Company Act
of 1935
Certificate is filed by: Public Service Company of Colorado (the "Company") on
its own behalf and on the behalf of PSCO Capital Trust I (the
"Trust")
This certificate is notice that the above named company has issued,
renewed or guaranteed the security or securities described herein which issue,
renewal or guaranty was exempted from the provisions of Section 6(a) of the Act
and was neither the subject of a declaration or application on Form U-1 nor
included within the exemption provided by Rule U-48 [Reg. Section 250.48,
paragraph 36,621].
1. Type of the security or securities:
a) 7.60% Trust Originated Preferred Securities ("Preferred") and Common
Securities ("Common")
b) 7.60% Deferrable Interest Subordinated Debentures
c) Guarantee for benefit of holders of preferred securities and common
securities
2. Issue, renewal or guaranty:
a) issue
b) issue
c) guaranty
3. Principal amount of each security:
a) $194,000,000 (Preferred); $6,000,000 (Common)
b) $200,000,000
c) guarantee of payment
4. Rate of interest per annum of each security:
a) 7.60%
b) 7.60%
c) Not applicable
5. Date of issue, renewal or guaranty of each security:
a) May 11, 1998
b) May 11, 1998
c) May 11, 1998
6. If renewal of security, give date of original issue: Not applicable.
7. Date of maturity of each security:
a) June 30, 2038
b) June 30, 2038
c) June 30, 2038
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8. Name of the person to whom each security was issued, renewed or guaranteed:
a) Public - investors (Preferred); the Company (Common)
b) The Trust
c) Bank of New York as trustee
9. Collateral given with each security, if any:
a) none
b) none
c) none
10. Consideration received for each security:
a) $194,000,000 (Preferred); $6,000,000 (Common)
b) $200,000,000
c) none
11. Application of proceeds of each security:
a) Net proceeds used by the Trust to purchase 7.60% Deferrable Interest
Subordinated Debentures from the Company.
b) Net proceeds used by the Company to redeem all its outstanding shares of
preferred stock of the Company.
c) not applicable
12. Indicate by a check after the applicable statement below whether the issue,
renewal or guaranty of each security was exempt from the provisions of
Section 6(a) because of:
a) the provisions contained in the first sentence of Section 6(b):
Not applicable
b) the provisions contained in the fourth sentence of Section 6(b):
Not applicable
c) the provisions contained in any rule of the commission other than Rule
U-48: All three securities.
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13. If the security or securities were exempt from the provisions of Section
6(a) by virtue of the first sentence of Section 6(b), give the figures which
indicate that the security or securities aggregate (together with all other
than outstanding notes and drafts of a maturity of nine months or less,
exclusive of days of grace, as to which such company is primarily or
secondarily liable) not more than 5 per centum of the principal amount and
par value of the other securities of such company then outstanding. (Demand
notes, regardless of how long they may have been outstanding, shall be
considered as maturing in not more than nine months for purposes of the
exemption from Section 6(a) of the Act granted by the first sentence of
Section 6(b)).
Not applicable.
14. If the security or securities are exempt from the provisions of Section
6(a) because of the fourth sentence of Section 6(b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the security
or securities herein described have been issued.
Not applicable.
15. If the security or securities are exempt from the provisions of Section
6(a) because of any rule of the Commission other than Rule U-48 [Reg. Section
250.48, paragraph 36,621] designate the rule under which exemption is
claimed.
Rule 52
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Public Service Company of Colorado
By: /s/ James D. Steinhilper
--------------------------
James D. Steinhilper
Treasurer
Date: May 21, 1998
