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

        [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
                 For the fiscal year ended December 31, 1996

                                      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 33-64951

                          NEW CENTURY ENERGIES, INC.
            (Exact name of registrant as specified in its charter)

              Delaware                                 84-1334327
   (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


         Securities Registered Pursuant to Section 12(b) of the Act:

                                     None

         Securities Registered Pursuant to Section 12 (g) of the Act:

                                     None


      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

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

      As of February 7, 1997, 200 shares of the  Registrant's  Common Stock,  $1
par value (the only class of common stock), were issued and outstanding.

<PAGE>


                     DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following  documents,  previously  filed with the Securities and
Exchange  Commission  (the "SEC") are  incorporated by reference in Parts I, II,
III and IV hereof.

1. Annual  Report of Public  Service  Company of Colorado  ("PSCo"),  a Colorado
corporation, on Form 10-K for the year ended December 31, 1995 (File No.
1-3280).

2.  PSCo's 1996 Proxy Statement for the 1996 Annual Meeting of Shareholders.

3.  Quarterly  Reports of PSCo on Form 10-Q for the  quarters  ended March 31,
1996, June 30, 1996 and September 30, 1996 (File No. 1-3280).

4. PSCo's  Reports on Form 8-K dated,  January 18, 1996,  January 31, 1996 and
May 21, 1996 (File No. 1-3280).

5. Annual Report of Southwestern  Public Service Company ("SPS"), a New Mexico
corporation, on Form 10-K for the year ended August 31,1996 (File No. 1-3789).

6.  SPS's 1997 Proxy Statement for the 1997 Annual Meeting of Shareholders.

7. Quarterly  Report of SPS on Form 10-Q for the quarter  ended  November  30,
1996 (File No. 1-3789).

8.  SPS's Report on Form 8-K dated, October 11, 1996 (File No. 1-3789).

9. Registration Statement of New Century Energies,  Inc. on Form S-4 under the
Securities Act of 1933
(Joint Proxy Statement/Prospectus)  (File No. 33-64951).


<PAGE>


                              TABLE OF CONTENTS



                                    PART I

Item 1.  Business..................................................      1
Item 2.  Properties................................................      2
Item 3.  Legal Proceedings.........................................      2
Item 4.  Submission of Matters to a Vote of Security Holders.......      2

                                   PART II

Item 5.  Market for Registrant's Common Equity and Related 
           Stockholder Matters ....................................      2
Item 6.  Selected Financial Data...................................      2
Item 7.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations.....................      2
Item 8.  Financial Statements and Supplementary Data...............      3
Item 9.  Changes in and Disagreements with Accountants on 
           Accounting and Financial Disclosure.....................      7

                                   PART III

Item 10. Directors and Executive Officers of the Registrant........      7
Item 11. Executive Compensation....................................      7
Item 12. Security Ownership of Certain Beneficial Owners and
           Management .............................................      7
Item 13. Certain Relationships and Related Transactions............      8

                                   PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on 
           Form 8-K ...............................................      8

Consent of Independent Public Accountants..........................      9

Signatures.........................................................     10


<PAGE>

    

                                    PART I



Item l.  Business

The Company

      New Century Energies,  Inc. ("NCE") was incorporated under the laws of the
State of Delaware on August 21, 1995 with 50% of its  outstanding  200 shares of
common stock,  $1.00 par value,  purchased by Public Service Company of Colorado
("PSCo") and 50% purchased by Southwestern Public Service Company ("SPS").

      NCE,  PSCo and SPS entered  into an Agreement  and Plan of  Reorganization
(the "Merger Agreement"), dated August 22, 1995, as amended on December 8, 1995,
providing for a business  combination as peer firms  involving PSCo and SPS in a
"merger of equals"  transaction  (the  "Merger").  NCE will be a holding company
registered  under the Public  Utility  Holding  Company Act of 1935, as amended.
Accordingly,  as  part of the  Merger,  on  January  30,  1996,  NCE  filed  its
application  with the SEC to be a registered  public utility holding company and
the parent company for PSCo and SPS. Discussions with the SEC have been held and
will continue, as needed, in an effort to expedite their approval. The Merger is
expected to occur shortly after all of the conditions to the consummation of the
Merger,  including  applicable  regulatory  approvals,  are met or waived. It is
expected that the Merger will be completed  during the spring of 1997;  however,
the timing of the effective  date of the Merger is primarily  dependent upon the
regulatory process as described below.

      Under the terms of the Merger Agreement,  NCE will form PSCo Merger Corp.,
which  will be merged  with and into PSCo and NCE will  form SPS  Merger  Corp.,
which  will be  merged  with and into  SPS.  PSCo and SPS will be the  surviving
corporations and will become wholly-owned subsidiaries of NCE. Each share of NCE
common stock issued and outstanding  immediately  prior to the effective time of
the Merger will be canceled, and no consideration shall be delivered in exchange
for such stock. Each outstanding share of PSCo common stock, par value $5.00 per
share, will be canceled and converted into the right to receive one share of NCE
common stock and each  outstanding  share of SPS common stock,  $1.00 par value,
will be canceled  and  converted  into the right to receive 0.95 of one share of
NCE common  stock.  At December 31, 1996,  PSCo had 64.8 million  common  shares
outstanding  and SPS had 40.9 million common shares  outstanding.  Based on such
capitalization,  the  Merger  would  result in the common  shareholders  of PSCo
owning 63% of the common equity of NCE and the common shareholders of SPS owning
37% of the common equity of NCE.

      NCE filed a  registration  statement on Form S-4 with the SEC which became
effective on December 13, 1995 with respect to the shares of common stock of NCE
issuable in the mergers  discussed  above. On January 31, 1996, the shareholders
of PSCo and SPS approved the Merger Agreement.

      The Merger is subject  to  customary  closing  conditions,  including  the
receipt of all necessary  governmental approvals and the making of all necessary
governmental  filings,   including  approvals  and  findings  of  state  utility
regulators in Colorado,  Texas, New Mexico,  Wyoming and Kansas,  as well as the
approval of the  Federal  Energy  Regulatory  Commission  ("FERC"),  the Nuclear
Regulatory  Commission ("NRC"),  the Securities and Exchange Commission ("SEC"),
the Federal  Trade  Commission  and the U.S.  Department  of Justice  ("DOJ") in
addition to the  expiration or termination  of the  applicable  waiting  periods
under the  Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976  ("HSR"),  as
amended. The required authorizations from the Public Utilities Commission of the
State of Colorado,  the Public Utility  Commission of Texas,  the Public Service
Commission of Wyoming,  the New Mexico  Public  Utility  Commission,  the Kansas
Corporation  Commission,  the NRC and the DOJ have been obtained and the waiting
period under the HSR Act has expired.  Related to FERC  approval,  hearings were
held in  late  September  1996  and a  non-unanimous  settlement  agreement  was
reached.  On January 23, 1997, the sole party opposing the settlement  agreement
filed a notice with the FERC withdrawing all of its pleadings. PSCo and SPS have


                                       1
<PAGE>

requested that the FERC give the matter expedited consideration, and accordingly
a final FERC order is expected  shortly.  The Company  expects that the SEC will
make its ruling on the Merger within 30-60 days following the FERC decision.

      The  corporate  offices of NCE will be located  in Denver,  Colorado  with
significant  operating  functions  based  in  Amarillo,  Texas.  NCE's  Board of
Directors  will  consist  of a total  of 14  directors,  eight  of whom  will be
designated by PSCo and six of whom will be designated by SPS.

      NCE  currently  engages  in  no  significant  operations  other  than  the
organization of the proposed public utility holding company. Descriptions of the
businesses  of PSCo and SPS are  contained in their  reports under Section 13 or
15(d) of the  Securities  and  Exchange  Act of 1934 (the  "1934  Act  Reports")
incorporated herein by reference.

Item 2.  Properties

      None.

Item 3.  Legal Proceedings

      None.

Item 4.  Submission of Matters to a Vote of Security Holders

      None.

                                   PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

      NCE's common stock has not been and, until the effectiveness of the Merger
will not be, traded on any public market.  Upon  consummation  of the Merger the
common  stock of NCE will be  listed on the New York  Stock  Exchange,  Inc.  At
December 31, 1996, 200 shares of NCE common stock were issued and outstanding.

Item 6.  Selected Financial Data

      See Item 8. Financial  Statements and Supplementary Data.  Additionally,
reference is made to the selected  financial data of PSCo and SPS contained in
their respective 1934 Act Reports, incorporated herein by reference.

Item 7.  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations

      NCE engages in no significant  operations other than the organization of
the proposed  public utility  holding  company.  See Item 1. Business and Item
8.  Financial Statements and Supplementary Data.


                                       2
<PAGE>

Item 8. Financial Statements and Supplementary Data

                   Report of Independent Public Accountants

TO NEW CENTURY ENERGIES, INC.

      We have audited the accompanying  balance sheets of New Century  Energies,
Inc. (a Delaware  corporation) as of December 31, 1996 and 1995. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

      We conducted our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether  the  balance  sheets are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in the balance  sheets.  An audit also  includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our opinion,  the balance sheets referred to above present  fairly,  in
all material respects,  the financial position of New Century Energies,  Inc. as
of December 31, 1996 and 1995, in conformity with generally accepted  accounting
principles.

                                                           ARTHUR ANDERSEN LLP
Denver, Colorado
February 6, 1997


                                       3
<PAGE>



                          NEW CENTURY ENERGIES, INC.

                                BALANCE SHEETS
                        At December 31, 1996 and 1995

                                    ASSETS
                                                              1996     1995
                                                              ----     ----

Cash.................................................       $      - $    200
Receivable from shareholder (Note 2)..................           200        -
                                                            -------- --------

      Total assets....................................      $    200 $    200
                                                            ======== ========



                     LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities...........................................      $      - $      -
Shareholders' equity -
   Common Stock, $1.00 par value (Note 1):
    260,000,000 shares authorized;
    200 shares issued and outstanding.................           200      200
   Preferred Stock, $1.00 par value:
    20,000,000 shares authorized;
    No shares issued or outstanding...................             -        -
                                                            -------- --------

      Total liabilities and shareholders' equity......      $    200 $    200
                                                            ======== ========




     The accompanying notes are an integral part of these balance sheets.


                                       4
<PAGE>


                          NEW CENTURY ENERGIES, INC.

                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1996

1. Formation and Organization

     New Century Energies,  Inc. ("NCE") was incorporated  under the laws of the
State of Delaware on August 21, 1995 with 50% of its  outstanding  200 shares of
common stock,  $1.00 par value,  purchased by Public Service Company of Colorado
("PSCo") and 50% purchased by Southwestern Public Service Company ("SPS").

     NCE,  PSCo and SPS entered  into an Agreement  and Plan of  Reorganization
(the "Merger Agreement"), dated August 22, 1995, as amended on December 8, 1995,
providing for a business  combination as peer firms  involving PSCo and SPS in a
"merger of equals"  transaction  (the  "Merger").  NCE will be a holding company
registered  under the Public  Utility  Holding  Company Act of 1935, as amended.
Accordingly,  as  part of the  Merger,  on  January  30,  1996,  NCE  filed  its
application  with the SEC to be a registered  public utility holding company and
the parent company for PSCo and SPS. Discussions with the SEC have been held and
will continue, as needed, in an effort to expedite their approval. The Merger is
expected to occur shortly after all of the conditions to the consummation of the
Merger,  including  applicable  regulatory  approvals,  are met or waived. It is
expected that the Merger will be completed  during the spring of 1997;  however,
the timing of the effective  date of the Merger is primarily  dependent upon the
regulatory process as described below.

      Under the terms of the Merger Agreement,  NCE will form PSCo Merger Corp.,
which  will be merged  with and into PSCo and NCE will  form SPS  Merger  Corp.,
which  will be  merged  with and into  SPS.  PSCo and SPS will be the  surviving
corporations and will become wholly-owned subsidiaries of NCE. Each share of NCE
common stock issued and outstanding  immediately  prior to the effective time of
the Merger will be canceled, and no consideration shall be delivered in exchange
for such stock. Each outstanding share of PSCo common stock, par value $5.00 per
share, will be canceled and converted into the right to receive one share of NCE
common stock and each  outstanding  share of SPS common stock,  $1.00 par value,
will be canceled  and  converted  into the right to receive 0.95 of one share of
NCE common  stock.  At December 31, 1996,  PSCo had 64.8 million  common  shares
outstanding  and SPS had 40.9 million common shares  outstanding.  Based on such
capitalization,  the  Merger  would  result in the common  shareholders  of PSCo
owning 63% of the common equity of NCE and the common shareholders of SPS owning
37% of the common equity of NCE.

      NCE filed a  registration  statement on Form S-4 with the SEC which became
effective on December 13, 1995 with respect to the shares of common stock of NCE
issuable in the mergers  discussed  above. On January 31, 1996, the shareholders
of PSCo and SPS approved the Merger Agreement.

     As noted  above,  the Merger is subject to  customary  closing  conditions,
including the receipt of all necessary  governmental approvals and the making of
all necessary  governmental  filings,  including approvals and findings of state
utility regulators in Colorado,  Texas, New Mexico,  Wyoming and Kansas, as well
as the  approval of the  Federal  Energy  Regulatory  Commission  ("FERC"),  the
Nuclear Regulatory  Commission  ("NRC"),  the Securities and Exchange Commission
("SEC"), the Federal Trade Commission and the U.S. Department of Justice ("DOJ")
in addition to the expiration or termination of the applicable  waiting  periods
under the  Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976  ("HSR"),  as
amended. The required authorizations from the Public Utilities Commission of the
State of Colorado,  the Public Utility  Commission of Texas,  the Public Service
Commission of Wyoming,  the New Mexico  Public  Utility  Commission,  the Kansas
Corporation  Commission,  the NRC and the DOJ have been  obtained.  The  waiting
period under the HSR Act has expired.  Related to FERC  approval,  hearings were
held in  late  September  1996  and a  non-unanimous  settlement  agreement  was
reached.  On January 23, 1997, the sole party opposing the settlement  agreement
filed a notice with the FERC withdrawing all of its pleadings. PSCo and SPS have
requested that the FERC give the matter expedited consideration, and accordingly
a final FERC order is expected  shortly.  The Company  expects that the SEC will
make its ruling on the Merger within 30-60 days following the FERC decision.

                                       5
<PAGE>

     The  corporate  offices of NCE will be located  in  Denver,  Colorado  with
significant  operating  functions  based  in  Amarillo,  Texas.  NCE's  Board of
Directors  will  consist  of a total  of 14  directors,  eight  of whom  will be
designated by PSCo and six of whom will be designated by SPS.

     NCE  currently  engages  in  no  significant   operations  other  than  the
organization of the proposed public utility holding company. Descriptions of the
businesses  of PSCo and SPS are  contained in their  reports under Section 13 or
15(d) of the  Securities  and  Exchange  Act of 1934 (the  "1934  Act  Reports")
incorporated herein by reference.

2.  Related Party Transactions

     PSCo and SPS have  incurred  all costs  related  to the  formation  of NCE,
including those costs associated with the registration of NCE's common stock and
its application to be a registered  public utility holding company.  Such costs,
approximately  $2.0 and $1.5  million in 1996 and 1995,  respectively,  were not
charged  to  NCE.  Accordingly,  the  Company  has no  operating  or  cash  flow
activities to report in statements of income or statements of cash flows for the
year ended December 31, 1996 and for the period from inception (August 22, 1995)
to December 31, 1995.

     The cash held by NCE at December  31, 1995 was  deposited  into a PSCo bank
account  during the first quarter of 1996 and,  accordingly,  NCE has recognized
this amount as a receivable from shareholder at December 31, 1996.


                                       6
<PAGE>


Item 9. Changes in and  Disagreements  with  Accountants  on Accounting and
          Financial Disclosure

        None.

                                   PART III

Item 10.  Directors and Executive Officers of the Registrant

Doyle R. Bunch II   Age 50      Mr.   Bunch   has  been  the   Executive   Vice
Chairman of the Board           President  of SPS  since  September  1987.  Mr.
and Secretary                   Bunch  held  the  position  of  Financial  Vice
                                President from April 1986 to September  1987. He
                                also  served  as  Secretary  from  July  1979 to
                                January 1988. Mr. Bunch served as Treasurer from
                                September  1979 to April 1986.  He received  his
                                B.B.A in Accounting  from Texas Tech  University
                                and is a Certified Public Accountant.

Richard C. Kelly    Age 50      Mr.  Kelly  has  been  Senior  Vice  President,
Director, President and         Finance of PSCo since  January  1990 and became
Treasurer                       Treasurer  in  June  1994.  He  has  served  as
                                Director of WestGas  InterState,  Inc., Cheyenne
                                Light,  Fuel & Power Co.,  Green and Clear Lakes
                                Company and 1480 Welton,  Inc., all wholly-owned
                                subsidiaries  of PSCo;  since April 1993,  March
                                1990,    December    1990   and   March    1989,
                                respectively,  and as Treasurer since July 1994.
                                Mr. Kelly serves as Director, Vice President and
                                Treasurer of e prime,  inc., also a wholly-owned
                                subsidiary   of  PSCo  and  Young  Gas   Storage
                                Company,  a wholly-owned  subsidiary of e-prime,
                                inc.;   since   January   1995  and  June  1995,
                                respectively.  In September  1996, Mr. Kelly was
                                elected to serve as Director of Texas-Ohio  Gas,
                                Inc.  and   Texas-Ohio   Pipeline   Inc.,   both
                                wholly-owned  subsidiaries of e prime, inc. PSCo
                                additionally has two wholly-owned  subsidiaries,
                                PS  Colorado  Credit   Corporation,   a  finance
                                company  with the primary  purpose of  financing
                                certain  of  PSCo's  current  assets,   and  PSR
                                Investment,  Inc.  that  owns and  manages  life
                                insurance  policies  for  which  Mr.  Kelly  has
                                served  as  Director  and Vice  President  since
                                March 1987 and September 1986, respectively.

     Mr. Bunch and Mr. Kelly were each elected to serve in the offices as listed
above by the Board of Directors of NCE on September 16, 1996.  Mr. Bunch and Mr.
Kelly will hold each office until a successor  for such offices  shall have been
appointed and shall have qualified.

     There were no  directors,  officers or  beneficial  owner of more than ten
percent of any class of equity  securities who failed to file Forms 3, 4 or 5 on
a timely basis.

     There are no contracts of employment or similar  arrangements  between NCE
and Mr. Bunch or Mr. Kelly and they will serve in their respective offices until
the Merger is effected  and new  officers  are elected as provided in the Merger
Agreement.

Item 11.  Executive Compensation

      None.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The Directors and named Executive Officers do not own any shares of NCE.

                                       7
<PAGE>

Item 13.  Certain Relationships and Related Transactions

     See Note 2. Related Party Transactions in Item 8. Financial  Statements and
Supplementary Data.

                                   PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) Financial Statements, Financial Statement Schedules, and Exhibits.
                                                                           Page
                                                                           ----
1. Financial Statements:

   Report of Independent Public Accountants...............................  3

   Balance Sheets at December 31, 1996 and 1995 ..........................  4

   Notes to Financial Statements..........................................  5

   The unaudited pro forma combined balance sheet and statements of income for
NCE are incorporated herein by reference to the Registration Statement of NCE on
Form S-4 (File No. 33-64951) and SPS's 1996 Annual Report on Form 10-K (File No.
1-3789)

2. Financial Statement Schedules:

   None.

3. Exhibits:

   2(a)  Merger Agreement and Plan of  Reorganization  dated August 22, 1995, as
         amended on December 8, 1995  (incorporated  by  reference  to Form S-4,
         File No. 33-64951).

   3(a)  Restated  Certificate of Incorporation of New Century Energies,  Inc.
         (incorporated  by  reference  to  Annex  VIII of Form  S-4,  File No.
         33-64951).

   3(b)  Restated  Bylaws  of New  Century  Energies,  Inc.  (incorporated  by
         reference to Annex IX of Form S-4, File No. 33-64951).

   *10(a)Form of Employment Agreement between New Century Energies, Inc. and 
         Bill D. Helton (incorporated by reference to Annex VI of Form S-4, 
         File No. 33-64951).

   *10(b)Form of Employment Agreement between New Century Energies, Inc. and
         Wayne H. Brunetti (incorporated by reference to Annex VII of Form S-4,
         File No. 33-64951).

    23   The Consent of Arthur Andersen LLP is set forth at page 9 herein.

    27   Financial Data Schedule UT

(b) No reports on Form 8-K were filed during 1996 by the Registrant.

--------------

* Required to be filed as an Exhibit to this Form 10-K by Item 14(c) hereof.


                                       8
<PAGE>



                                                            EXHIBIT 23


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


   As independent public accountants,  we hereby consent to the incorporation by
reference in this Form 10-K of our report dated December 11, 1995,  covering the
New Century Energies, Inc. balance sheet as of October 31, 1995, included in the
Form S-4 Joint Proxy Statement/Prospectus  Registration Statement of New Century
Energies, Inc. File No. 33-64951.


                                                           ARTHUR ANDERSEN LLP

Denver, Colorado
February 6, 1997


                                       9
<PAGE>



                                  SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, New Century  Energies,  Inc. duly caused this report to be
signed on its behalf by the undersigned,  there unto duly authorized on the 10th
day of February, 1997.

                                          NEW CENTURY ENERGIES, INC.

                                          By     /s/R. C. Kelly
                                          ---------------------------------
                                                   R. C. KELLY
                                             Director, President and
                                                    Treasurer




      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report has been signed below by the  following  persons on behalf of New Century
Energies, Inc. in the capacities and on the date indicated.


   Signature                      Title                          Date
--------------------------------------------------------------------------------

/s/Doyle R. Bunch II
____________________________ Principal Executive Officer     February 10, 1997
Doyle R. Bunch II
Chairman of the Board and
Secretary


/s/R. C. Kelly
____________________________ Principal Financial Officer      February 10, 1997
R. C. Kelly
Director, President and
Treasurer




                                       10
<PAGE>