Form 10-K/A
                                 Amendment No. 1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(Mark One)
   [X]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
             THE SECURITIES EXCHANGE ACT OF 1934

             For the Fiscal Year Ended December 31, 1999

                          OR

  [  ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

             For the transition period from _____________   to   ____________

             Exact name of registrant as specified in its
             charter, State or other jurisdiction of incorporation
             or organization, Address of principle executive
Commission   offices and Registrant's Telephone Number,           IRS Employer
File Number  including area code                              Identification No.
-----------  -----------------------------------------------  ------------------

1-12927      NEW CENTURY ENERGIES, INC.                           84-1334327
             (a Delaware Corporation)
             1225 17th Street
             Denver, Colorado  80202
             Telephone (303) 571-7511

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



<PAGE>


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

Directors

      The  following  table  sets  forth  certain  information   concerning  the
directors of NCE as of December 31, 1999.

<TABLE>
<CAPTION>
                         First Year              Principal Occupation and
                         Served as                  Business Experience;
Name and Age              Director                  Other Directorships
--------------------------------------------------------------------------------
<S>                         <C>                        <C>
R. R. Hemminghaus [f][g]    1997     Chairman Emeritus (1999 to present), Chairman (1987 to 1999)and
63                                     Chief Executive Officer (1987  to  1998), Ultramar Diamond
                                       Shamrock Corporation, San Antonio, Texas;
                                     Chairman, Federal Reserve Bank of Dallas, Texas, 1994 to present;
                                     Director, Luby's, Inc., San Antonio, Texas, 1989 to present;
                                     Director, billserv.com, Inc. (electronic bill presentment company),
                                       San Antonio, Texas, 1999 to present;
                                     Director, CTS Corporation (manufacturer of electronic
                                       components), Elkhart, Indiana, 2000 to present;
                                     Director,  Southwestern  Public Service Company, Amarillo, Texas,
                                       1994 to 1997.

J. Howard Mock [a][g]       1997     Chairman and Chief Executive Officer, Jaynes Corporation (general
58                                     contracting firm), Albuquerque, New Mexico, 1988 to present;
                                     Chairman,  Colorado Jaynes Construction Company, Durango and
                                       Denver, Colorado, 1996 to present;
                                     Advisory  Director,  Norwest  Banks New  Mexico, Albuquerque,
                                       New Mexico, 1994 to present;
                                     President, Associated General Contractors of America, Washington,
                                       D.C., 1997 to 1998;
                                     Chairman, Banes General Contractors, El Paso, Texas, 1988 to
                                       1997;
                                     Director, Southwestern Public Service Company, Amarillo, Texas,
                                       1992 to 1997.

Rodney E. Slifer [a]        1997     Partner, Slifer, Smith & Frampton (a real estate firm), Vail,
65                                     Colorado, 1989 to present;
                                     Director, Alpine Banks of Colorado, 1983 to present;
                                     Director, Public Service Company of Colorado, Denver, Colorado,
                                       1988 to 1997.
</TABLE>
                                       1
<PAGE>


<TABLE>
<CAPTION>
                         First Year              Principal Occupation and
                         Served as                  Business Experience;
Name and Age              Director                  Other Directorships
--------------------------------------------------------------------------------
<S>                         <C>                        <C>
W. Thomas Stephens[e][h]    1997     President, Chief Executive Officer and Director, MacMillan Bloedel
57                                     Ltd. (Canadian manufacturer of building materials,  paper and
                                       packaging), 1997 to retirement in 1999;
                                     Chairman (1990 to 1996), President and Chief Executive Officer
                                       (1986 to 1996), Manville Corporation, Denver, Colorado;
                                     Director, The Putnam Funds, 1997 to present;
                                     Director, Qwest Communications International Inc., 1997 to present;
                                     Director, TransCanada Pipeline, 1999 to present;
                                     Director, Fletcher Challenge Canada (paper manufacturer), 1999 to
                                       present;
                                     Director, Public Service Company of Colorado, Denver, Colorado,
                                       1989 to 1997.

Robert G. Tointon [e][g]    1997     President and Chief Executive Officer, Phelps-Tointon, Inc.
66                                     (specialty construction contractor and manufacturer), Greeley,
                                       Colorado, 1989 to present;
                                     Director,  Writer  Corporation  (home  builder), Denver, Colorado,
                                       1992 to present;
                                     Director, Public Service Company of Colorado, Denver, Colorado,
                                       1988 to 1997.
Wayne H. Brunetti *         1997     Chairman and Chief Executive Officer (March 2000 to  present),
57                                     Vice Chairman and Chief Operating Officer (1997 to March
                                       2000), President and Director (1997 to present), New Century
                                       Energies, Inc., Denver, Colorado;
                                     Chairman (February 2000 to present), Vice Chairman (1997 to
                                       February 2000), President (1994 to present), Chief Executive
                                       Officer (1997 to present) and Director (1994 to present), Public
                                       Service Company of Colorado and subsidiaries, Denver, Colorado;
                                     Chairman (February 2000 to present), Vice Chairman (1997 to
                                       February 2000), Chief Executive Officer and Director (1997 to
                                       present), Southwestern Public Service Company, Amarillo,
                                       Texas;
                                     Chairman (March 2000 to present), Vice Chairman (1997 to March
                                       2000), Chief Executive Officer (1997  to  present), Chairman
                                       (1997) and Director (1994 to present), Cheyenne Light, Fuel and
                                       Power Company;
                                     Vice Chairman, President and Chief Executive Officer (1997 to
                                       March 2000) and Director (1997 to present),  NC Enterprises,
                                       Inc., and subsidiaries;
                                     Chairman (March 2000 to present), Vice Chairman (1997 to March
                                       2000), President, Chief Executive Officer and Director (1997 to
                                       present), New Century Services, Inc.;
                                     Chairman (1997 to present),  President (1995 to present) and
                                       Director (1994 to present), WestGas InterState, Inc.;
                                     Chairman (2000 and 1998), Vice Chairman (1999 and 1997) and
                                       Director (1997 to present), Yorkshire Power Group Limited,
                                       United Kingdom.

</TABLE>
                                       2

<PAGE>


<TABLE>
<CAPTION>
                         First Year              Principal Occupation and
                         Served as                  Business Experience;
Name and Age              Director                  Other Directorships
--------------------------------------------------------------------------------
<S>                         <C>                        <C>
C. Coney Burgess [c][e]     1997     Chairman,  Herring Bancorp, Inc., Vernon, Texas, 1991 to present;
62                                   Chairman,  Herring Bancshares Inc. (bank holding company), Altus,
                                       Oklahoma, 1992 to present;
                                     Chairman and President, Burgess-Herring Ranch Company,
                                       Amarillo, Texas, 1974 to present;
                                     Chairman and President, Chain-C, Inc. (agricultural firm),
                                       Amarillo, Texas, 1968 to present;
                                     Director, Herring National Bank, Clarendon, Texas, 1993 to
                                       present;
                                     Director, Herring National Bank, Vernon, Texas, 1972 to present;
                                     President and Director, Monarch Trust Company, Amarillo, Texas,
                                       1975 to present;
                                     Director,  Southwestern  Public Service Company, Amarillo, Texas,
                                       1994 to 1997.

Danny H. Conklin [d][e]     1997     President (1999 to present) and Partner (1960 to 1998),  Philcon
65                                     Development Co. (oil and gas production and exploration),
                                       Amarillo, Texas;
                                     Director,  Tejas Bancshares,  Inc. (bank holding company), Amarillo,
                                       Texas, 1997 to present;
                                     Director,   First  National  Bank  of  Amarillo, Amarillo, Texas, 1997
                                       to present;
                                     Director, Parallel Petroleum Corporation, Midland, Texas, 1983
                                       to 1999;
                                     Director,  Southwestern  Public Service Company, Amarillo, Texas,
                                       1988 to 1997.

Gayle L. Greer [b]          1997     Chairperson/Co-Founder, GS2, Inc. (internet consulting), Denver,
58                                     Colorado, 1998 to present;
                                     Senior Vice President, Time Warner Communications, Denver,
                                       Colorado, 1997 to 1998;
                                     Senior Vice  President  (1996 to 1997) and Group Vice President
                                       (1984 to 1996), Time Warner Cable, Denver, Colorado;
                                     Director, ING - North America Financial Services, 1996 to present;
                                     Director, Young Americans Bank, Denver, Colorado, 1999 to present;
                                     Director, Exempla Health Care, Denver, Colorado, 1998 to present;
                                     Director, Public Service Company of Colorado, Denver, Colorado,
                                       1986 to 1997.

A. Barry Hirschfeld [c]     1997     President, A. B. Hirschfeld Press, Inc., Denver, Colorado, 1984
57                                     to present;
                                     Director,  Public  Service  Company of Colorado, Denver, Colorado,
                                       1988 to 1997.
Giles M. Forbess [a][c]     1997     Chairman (1970 to present), President and Chief Operating Officer
64                                     (1970 to 1998),  Benton Oil Company, Lubbock, Texas;
                                     Chairman (1970 to present) and President (1970 to 1997),
                                       Petroleum Transport, Inc., Lubbock, Texas;
</TABLE>

                                       3
<PAGE>


<TABLE>
<CAPTION>
                         First Year              Principal Occupation and
                         Served as                  Business Experience;
Name and Age              Director                  Other Directorships
--------------------------------------------------------------------------------
<S>                         <C>                        <C>
Giles M. Forbess [a][c]              Director, State National Bank of West Texas, Lubbock, Texas, 1996
64 (continued)                         to present;
                                     Director,  Southwestern  Public Service Company, Amarillo, Texas,
                                       1991 to 1997.

Bill D. Helton *            1997     Chairman Emeritus (March 2000 to present), Chairman, Director
61                                     and Chief Executive Officer (1997 to March 2000), New Century
                                       Energies, Inc., Denver, Colorado;
                                     Chairman and Director, Public Service Company of  Colorado,
                                        Denver, Colorado, 1997 to February 2000;
                                     Chairman (1991 to February 2000), Director (1990 to February
                                        2000) and Chief Executive Officer (1990 to 1997), Southwestern
                                        Public Service Company, Amarillo, Texas;
                                     Chairman and Director,  Cheyenne Light, Fuel and Power Company,
                                        1997 to March 2000;
                                     Chairman and Director, NC Enterprises, Inc. and subsidiaries, 1997
                                        to March 2000;
                                     Chairman and Director, New Century Services, Inc., 1997 to March
                                        2000.

Albert F. Moreno [a][g]     1999     Senior Vice President and General Counsel (1996 to present) and
56                                     Chief Counsel (1994 to 1996), Levi Strauss & Co., San
                                       Francisco, California.

J. Michael Powers [c]       1997     President, Powers Masonry Supply, Cheyenne, Wyoming, and Fort
57                                     Collins, Colorado, 1974 to present;
                                     President, Powers Products Company (a specialty
                                        construction company), Cheyenne, Wyoming, and
                                        Denver, Colorado, 1974 to present;
                                     Director, American National Bank, Cheyenne, Wyoming, 1992 to
                                        present;
                                     Director, Public Service Company of Colorado, Denver, Colorado,
                                        1978 to 1997.
</TABLE>

NOTES

The age of each Director was as of December 31, 1999.

(a) Member of Nominations and Civic Responsibility Committee.
(b) Chairperson of Nominations and Civic Responsibility Committee.
(c) Member of Audit Committee.
(d) Chairperson of Audit Committee.
(e) Member of Finance Committee.
(f) Chairperson of Finance Committee.
(g) Member of Compensation Committee.
(h) Chairperson of Compensation Committee.
*  Mr. Helton retired as Chairman of the Board and Chief Executive Officer,
   effective March 1, 2000.  The NCE Board named Mr.  Helton to the honorary
   position of Chairman  Emeritus in recognition of his 36 years of service and
   leadership. Mr. Brunetti was elected to succeed Mr. Helton as Chairman of the
   Board, President and Chief Executive Officer.

                                       4
<PAGE>

      The Board held nine meetings in 1999. All of the above Directors  attended
75% or more of the aggregate of NCE meetings of the Board and the  committees on
which they served in 1999. According to the Bylaws of the Company, the Board has
standing committees, which facilitate the carrying out of its responsibilities.

      The  Nominations  and Civic  Responsibility  Committee,  which  held three
meetings in 1999, is responsible  for nominating new members to the Board.  This
committee also oversees the Company's  procedures  for the  compliance  with its
legal  obligations,  its relationship  with the communities in which it operates
and its  corporate  governance  procedures.  Shareholders  wishing  to  nominate
candidate(s)   for   future   consideration   by  the   Nominations   and  Civic
Responsibility  Committee  may do so by writing to the Secretary of the Company,
at the address shown on the cover of this Form 10-K/A.  Your  nomination  should
include the candidate's name, biographical data and qualifications, along with a
statement acknowledging their willingness to serve.

      The Audit  Committee held three meetings during 1999. The functions of the
Audit  Committee  are 1) to  select  and  recommend  to  the  Board  a  firm  of
independent  public  accountants  to audit the books and  records of NCE and its
subsidiaries  annually  and review the scope of such  audit;  2) to receive  and
review the audit reports and  recommendations and transmit the audit reports and
recommendations  to the Board; and 3) to review the internal control  procedures
of NCE and its subsidiaries and recommend to the Board any necessary  changes in
those  procedures.  Additionally,  the  Audit  Committee  assists  the  Board in
fulfilling its responsibilities related to the accounting policies and reporting
practices  of  NCE  and  its   subsidiaries   and  adequacy  of  disclosures  to
shareholders.

      The Compensation Committee,  which met four times during 1999, reviews the
performance of and recommends  salaries and other forms of compensation  for all
executive officers.  The Compensation  Committee annually reviews the process of
establishing  salaries  and wages of Company  employees;  reviews the process of
management  development  and long-range  planning for Company  development;  and
reviews and makes  recommendations  regarding  fees and other  compensation  for
outside  Directors of the Board.  In  addition,  the  Compensation  Committee is
responsible  for the  oversight  of the  retirement,  savings and welfare  plans
(except for the Finance Committee  responsibilities described below) and the NCE
Omnibus Incentive Plan. It also appoints the executive officers  responsible for
the  day-to-day  management of the NCE Omnibus  Incentive  Plan and approves the
guidelines for granting awards under the plan.

     The  Finance   Committee,   which  held  five  meetings  in  1999,  reviews
management's  strategic financial plans for the Company,  makes  recommendations
regarding  that  strategy  to the  Board  and  reviews  and  approves  strategic
financial goals,  including new business opportunities for NCE. It also oversees
the financial  management of funds of the retirement,  savings and welfare plans
for employees and executive  officers,  which includes:  selection of investment
objectives,  monitoring of  investments,  establishing  policy  guidelines,  and
selection and  evaluation of trustees and  investment  managers for these plans.
The Committee  receives regular reports on the status of these plans and reports
to the Board, at least annually.

Executive Officers

      The  following  table  sets  forth  certain  information   concerning  the
executive officers of NCE as of December 31, 1999.

<TABLE>
<CAPTION>
Name                Age       Occupation/Title                                          Period
----                ---       ----------------                                          ------
<S>                 <C>       <C>                                                       <C>

Bill D. Helton (a)   61       Chairman of the Board, CEO and Director                   1997-Present
                              Chairman of the Board and Director                        1997-Present
                                Public Service Company of Colorado, Cheyenne Light,
                                Fuel and Power Company, NC Enterprises, Inc.
                                New Century Services, Inc., and e prime, inc.
                              Chairman of the Board and Director, New Century-          1997-1999
                                Cadence, Inc.
                              Director, Southwestern Public Service Company             1990-Present
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
Name                Age       Occupation/Title                                          Period
----                ---       ----------------                                          ------
<S>                 <C>       <C>                                                       <C>

Bill D. Helton                CEO, Southwestern Public Service Company                  1990-1997
(continued)                   Chairman of the Board, Southwestern Public
                                Service Company, Quixx Corporation and                  1991-Present
                                Utility  Engineering  Corporation
                              Director,  Quixx Corporation                              1990-Present
                              Chairman of the Board and Director, Quixx Power
                                Services, Inc.                                          1993-Present
                              Director, Utility Engineering Corporation                 1989-Present
                              Director, New Century International, Inc.                 1998-Present
                              Chairman of the Board and Director, New Century-          1998-1999
                                Centrus, Inc.
                              Chairman of the Board and Director,                       1998-Present
                                New Century Energies Foundation
Wayne H. Brunetti(a) 57       Vice  Chairman, President, COO, and Director              1997-Present
                              Vice Chairman and CEO, Public Service Company of          1997-Present
                                Colorado and Cheyenne Light, Fuel and Power Company
                              President and Director, Public Service Company
                                of Colorado                                             1994-Present
                              Vice Chairman, President, CEO, and Director,              1997-Present
                                NC Enterprises, Inc. and New Century Services, Inc.
                              Vice Chairman, President, CEO and Director, New           1997-1999
                                Century-Cadence, Inc.
                              Chairman, 1480 Welton, Inc., Green and Clear Lakes        1997-Present
                                Company, and WestGas InterState, Inc.
                              Chairman, PSR Investments, Inc. and PS Colorado Credit    1997-1998
                                Corporation
                              President and Director, 1480 Welton, Inc.                 1996-Present
                              Vice Chairman, CEO, and Director, Southwestern Public     1997-Present
                                Service Company
                              Director, Cheyenne Light, Fuel and Power Co., Green and   1994-Present
                                Clear Lakes Company, and WestGas InterState, Inc.
                              Director, PSR Investments, Inc. and PS Colorado Credit    1994-1998
                                Corporation
                              Director, Young Gas Storage Company and e prime, inc.     1995-Present
                              President and Director, Fuel Resources Development Co.    1995-Present
                              President, Green and Clear Lakes Company and WestGas      1995-Present
                                InterState, Inc.
                              President, New Century International, Inc.                1997-1997
                              Director, New Century International, Inc.                   1997-Present
                              Chairman of the Board, New Century International, Inc.      1998-Present
                              President, PSR Investments, Inc. and PS Colorado Credit     1996-1998
                                Corporation
                              Director, Yorkshire Electricity Group plc, Yorkshire        1997-Present
                                Holdings, plc and Yorkshire Power Group Limited
                              Chairman of the Board, Cheyenne Light, Fuel and Power       1997-1997
                                Company and e prime, inc.
                              Vice Chairman and Director, Quixx Corporation and           1997-Present
                                Utility Engineering Corporation
                              Vice Chairman, Yorkshire Holdings plc                       1997-1998
                              Vice Chairman, e prime, inc.                                1997-Present
                              Vice Chairman, Yorkshire Electricity Group plc              1997-1998
                              Chairman of the Board, Yorkshire Electricity Group, plc     1998-Present
                              Chairman of the Board and Director, Yorkshire Power         1998-Present
                                Group Limited, Yorkshire Holdings plc

</TABLE>
                                      6

<PAGE>

<TABLE>
<CAPTION>
Name                Age       Occupation/Title                                            Period
----                ---       ----------------                                            ------
<S>                 <C>       <C>                                                         <C>

Wayne H. Brunetti             Chairman of the Board and Director                          1998-1999
(continued)                     Planergy (Delaware) Inc., Planergy Energy Services
                                Corporation, Planergy New York, Inc., Planergy
                                Power II, Inc., Planergy Services USA, Inc., Planergy
                                Services of California, Inc., Planergy Services of
                                Houston, Inc., Planergy Services of Texas, Inc.,
                                Inc., Planergy, Inc., Cogeneration Capital Associates
                                Planergy Services, Incorporated, The Planergy Group, Inc.
                              President and Director, New Century Energies Foundation     1998-Present
                              Vice Chairman, Director, President and CEO, New Century-    1998-Present
                                Centrus, Inc.
                              Director, New Century O&M Services, Inc.                    1998-Present
                              Director, New Century WYCO, Inc.                            1999-Present
Richard C. Kelly (d) 53       Executive Vice President and Chief Financial Officer        1997-Present
                              President, Treasurer, and Director                          1995-1997
                              Executive Vice President and Director, Public Service       1997-Present
                                Company of Colorado and Southwestern Public Service
                                Company
                              Chief Financial Officer, Public Service Company of          1997-1998
                                Colorado and Southwestern Public Service Company
                              Senior Vice President, Public Service Company of Colorado   1990-1997
                                Treasurer,  Public Service Company of Colorado            1986-1997
                              Executive  Vice President and Director,  NC  Enterprises,
                                Inc. and New Century Services, Inc.                       1997-Present
                              Treasurer, Fuel Resources Development Co., Green and        1994-Present
                                Clear Lakes Company and WestGas InterState, Inc.
                              Treasurer, 1480 Welton, Inc. and Cheyenne Light, Fuel
                                and Power Company                                         1994-1998
                              Director, Texas-Ohio Pipeline, Inc.,                        1996-Present
                                and e prime Networks, Inc.
                              Director, Quixx Corporation, Utility Engineering            1997-Present
                                Corporation, Yorkshire Electricity Group plc, Yorkshire
                                Holdings plc and Yorkshire Power Group Limited
                              Director, 1480 Welton, Inc.                                 1989-Present
                              Director, Cheyenne Light, Fuel and Power Company            1990-Present
                              Vice President, Fuel Resources Development Co.              1990-Present
                              Director, Fuel Resources Development Co.                    1991-Present
                              Director, Green and Clear Lakes Company and Natural Fuels
                                Corporation                                               1990-Present
                              Director, New Century International, Inc.                   1997-Present
                              Secretary, New Century International, Inc.                  1997-1998
                              Chairman of the Board, New Century-Cadence, Inc.            1999-Present
                              Treasurer, New Century-Cadence, Inc.                        1997-1999
                              Director, New Century-Cadence, Inc.                         1997-Present
                              Director, PSR Investments, Inc.                             1986-Present
                              Vice President, PSR Investments, Inc.                       1986-1998
                              Director, PS Colorado Credit Corporation                    1987-Present
                              Vice President, PS Colorado Credit Corporation              1987-1998
                              Director, WestGas InterState, Inc.                          1993-Present
                              Director, Young Gas Storage Company and e prime inc.        1995-Present
</TABLE>

                                       7

<PAGE>

<TABLE>
<CAPTION>
Name                Age       Occupation/Title                                            Period
----                ---       ----------------                                            ------
<S>                 <C>       <C>                                                         <C>

Richard C. Kelly              Vice President and Treasurer, Young Gas Storage Company     1995-1998
(continued)                     Secretary, Treasurer and Director, e prime Energy
                                Marketing, Inc.                                           1997-Present
                              President and CEO, e prime inc.                             1997-Present
                              Chairman and Director, e prime Florida, Inc. and e prime    1999-Present
                                Georgia, Inc.
                              Vice President and  Treasurer,  e prime,  inc.              1995-1997
                              Chairman of the Board, Texas-Ohio Pipeline, Inc.            1997-Present
                              Chairman of the Board, Young Gas Storage Company            1998-Present
                              Chief Financial Officer, New Century Services, Inc.,        1998-Present
                                WestGas InterState, Inc. and Green and Clear Lakes
                                Company
                              Director, Planergy (Delaware), Inc., Planergy Energy        1998-Present
                                Services Corporation, Planergy Services USA, Inc.,
                                Planergy Services of California, Inc., Planergy Services
                                of Houston, Inc., Planergy Services of Texas, Inc.,
                                Planergy Services, Inc., Planergy, Inc., Cogeneration
                                Capital Associates Incorporated
                              Vice President and Director, Planergy New York, Inc.,       1998-Present
                                Planergy Power II, Inc., The Planergy Group, Inc.
                              President and Director, NCE Communications, Inc.            1996-Present
                                (formerly e prime Telecom, Inc.)
                              Treasurer, New Century-Centrus, Inc.                        1998-Present
                              Director, New Century-Centrus, Inc.                         1998-1999
                              Treasurer and Director, New Century Energies Foundation     1998-Present
                                Management Committee Representative, ep3, L.P.            1996-Present
                              Director, ep3, L.P.                                         1998-Present
                              Treasurer and Corporate Secretary, e prime Networks, Inc.   1998-Present
Paul J. Bonavia (b)  48       Senior Vice President and General Counsel  1997-Present
                              General Counsel, 1480 Welton, Inc., Green and Clear Lakes   1998-Present
                                Company, NC Enterprises, Inc., PSR Investments, Inc.,
                                PS Colorado Credit Corporation, WestGas InterState, Inc.
                              Senior Vice President and General Counsel, Cheyenne Light,  1998-Present
                                Fuel and Power Company, New Century Services, Inc.,
                                Public Service Company of Colorado and Southwestern
                                Public Service Company
                              President, General Counsel and Director, New Century        1998-Present
                                International, Inc.
                              Director, Yorkshire Power Group Limited, Yorkshire          1998-Present
                                Holdings plc and Yorkshire Electricity Group plc
Brian P. Jackson (c) 41       Senior Vice President Finance and Administrative Services   1997-Present
                              Treasurer, Chief Financial Officer and Director,            1998-Present
                                1480 Welton, Inc., NC Enterprises, Inc. and Cheyenne
                                Light, Fuel and Power Company
                              Treasurer and Chief Financial Officer, NCE                  1998-Present
                                Communications, Inc. and New Century International, Inc.
                              Chairman of the Board, President, Chief Financial           1998-Present
                              Officer, and Director, PSR Investments, Inc. and PS
                                Colorado Credit Corporation
                              Chairman of the Board, New Century-Centrus, Inc.            1999-Present
                              Treasurer, Planergy (Delaware), Inc., Planergy Energy       1998-Present
                                Services Corporation, Planergy Limited, Planergy New
                                York, Inc., Planergy Power II, Inc., Planergy Services
</TABLE>

                                       8

<PAGE>

<TABLE>
<CAPTION>
Name                Age       Occupation/Title                                          Period
----                ---       ----------------                                          ------
<S>                 <C>       <C>                                                       <C>

Brian P. Jackson                USA, Inc., Planergy Services of California, Inc.,
(continued)                     Planergy Services of Houston, Inc., Planergy Services
                                of Texas, Inc., Planergy Services, Inc., Planergy, Inc.,
                                The Planergy Group, Inc., Cogeneration Capital
                                Associates Incorporated
                              Treasurer                                                   1999-Present
                              Treasurer, Public Service Company of Colorado,              1999-Present
                                Southwestern Public Service Company, New Century
                                Services, Inc., New Century O&M Services, Inc., e prime
                                Florida, Inc. and e prime Georgia, Inc.
                              Treasurer and Vice President, New Century-Cadence, Inc.     1999-Present
                              Director, New Century-Centrus, Inc.                         1998-Present
                              Treasurer and Director, New Century WYCO, Inc.              1999-Present
                              Treasurer and Director, e prime, inc.                       1998-Present
                              Vice President, WestGas Interstate, Inc.                    1999-Present
                              Senior Vice President and Chief Financial Officer,          1998-Present
                                Southwestern Public Service Company
                              Senior Vice President, Chief Financial Officer and          1998-Present
                              Director, Public Service Company of Colorado
                              Senior Vice President, New Century Services, Inc.           1998-Present
                                Management Committee Representative, Centrus, LLP         1998-Present
Teresa S. Madden     43       Controller                                                  1997-Present
                              Secretary                                                   1997-1998
                              Controller, Public Service Company of Colorado,             1997-Present
                                Southwestern Public Service Company and New Century
                                Services, Inc.
                              Secretary, Public Service Company of Colorado and New       1997-1998
                                Century Services, Inc.
                              Assistant Secretary, Southwestern Public Service Company    1997-1998
                              Director, Yorkshire Power Group Limited, Yorkshire          1997-1998
                                Holdings plc and Yorkshire Electricity Group plc
                              Secretary, Fuel Resources Development Co.                   1997-Present
                              Secretary, NC Enterprises, Inc., WestGas InterState, Inc.,  1997-1998
                                e prime, inc., Cheyenne Light, Fuel and Power Company,
                                New Century-Cadence, Inc. and Texas-Ohio Pipeline, Inc.
                              Manager of Corporate Accounting, Public Service Company     1990-1997
                                of Colorado
                              Assistant Secretary, Public Service Company of Colorado     1995-1997
                                and e prime, inc.
                              Assistant Secretary, 1480 Welton, Inc., PSR Investments,    1991-1998
                                Inc., PS Colorado Credit Corporation,
                              Assistant  Secretary, Cheyenne Light, Fuel and Power        1991-1997
                                Company and Fuel Resources Development Co.
                              Controller, 1480 Welton, Inc., Cheyenne Light, Fuel         1998-Present
                                and Power Company, Green and Clear Lakes Company,
                                NC Enterprises, Inc., New Century International, Inc.,
                                PSR Investments, Inc., PS Colorado Credit Corporation,
                                and WestGas InterState, Inc.
                              Assistant Secretary, Yorkshire Electricity Group plc,       1998-Present
                                Yorkshire Holdings plc, and Yorkshire Power Group
                                Limited
David M. Wilks       53       Executive Vice President and Director, Public Service       1997-Present
                                Company of Colorado and New Century Services, Inc.
                              Executive Vice President and Director, New Century-         1997-1998
                                Cadence, Inc.
</TABLE>

                                       9

<PAGE>

<TABLE>
<CAPTION>
Name                Age       Occupation/Title                                            Period
----                ---       ----------------                                            ------
<S>                 <C>       <C>                                                         <C>

David M. Wilks                Director, Cheyenne Light, Fuel and Power Company            1997-Present
(continued)                   Director, Southwestern Public Service Company, Quixx        1995-Present
                               Power Services, Inc., Utility Engineering Corporation
                               and Quixx Corporation
                              President and Chief Operating Officer, Southwestern Public  1995-Present
                                Service Company
                              Senior Vice President, Southwestern Public Service Company  1991-1995
                              Director, WestGas InterState, Inc. and Young Gas Storage    1998-Present
                                Company
                              Vice President and Director, New Century Energies
                                Foundation                                                1998-Present
                              Chairman, President and Director, New Century O&M           1999-Present
                                Services Inc.
                              Chairman, President, CEO and Director, New Century          1999-Present
                                WYCO, Inc.
Cathy J. Hart(e)    50        Secretary                                                   1998-Present
                              Secretary, 1480 Welton, Inc., Cheyenne Light, Fuel          1998-Present
                                and Power Company, Cogeneration Capital Associates
                                Incorporated, Green and Clear Lakes Company, NC
                                Enterprises, Inc., New Century International, Inc.,
                                New Century Services, Inc., New Century-Cadence, Inc.,
                                New Century-Centrus, Inc., PSR Investments, Inc., PS
                                Colorado Credit Corporation, Planergy (Delaware), Inc.,
                                Planergy Energy Services Corporation, Planergy Limited,
                                Planergy New York, Inc., Planergy Power II, Inc.,
                                Planergy Services USA, Inc., Planergy Services of
                                California, Inc., Planergy Services of Houston, Inc.,
                                Planergy Services of Texas, Inc., Planergy Services,
                                Inc., Planergy, Inc., Public Service Company of Colorado,
                                Texas-Ohio Pipeline, Inc., The Planergy Group, Inc.,
                                WestGas InterState, Inc., Young Gas Storage Company and
                                e prime, Inc.
                              Secretary, NCE Communications, Inc., New Century            1999-Present
                                O&M Services, Inc., New Century WYCO, Inc.,
                                e prime Florida, Inc. and e prime Georgia, Inc.
                              Assistant Secretary, Southwestern Public Service Company    1998-Present
                              Manager, Corporate Communications, Public Service           1993-1996
                                Company of Colorado
Tom Petillo (f)      55       Executive Vice President, New Century Services, Inc.        1998-Present
                              President and Director, New Century International, Inc.     1997-1998
                              Executive Vice President, Public Service Company of         1998-Present
                                Colorado and Southwestern Public Service Company
                              Chairman of the Board and Director, Planergy Limited        1998-Present
                              Senior Vice President Planergy New York, Inc. and           1998-1999
                                Planergy, Inc.
                              Vice President, Cogeneration Capital Associates             1998-1999
                                Incorporate, Planergy (Delaware), Inc.,
                                Planergy Energy Services Corporation,
                                Planergy Services USA, Inc., Planergy Services of
                                California Inc., Planergy Services of Houston, Inc.,
                                Planergy Services of Texas, Inc., Planergy Services, Inc.
                              Director, Cogeneration Capital Associates Incorporated,     1998-Present
                                Planergy (Delaware), Inc., Planergy Energy Services
                                Corporation, Planergy Services USA, Inc., Planergy
</TABLE>

                                       10
<PAGE>


<TABLE>
<CAPTION>
Name                Age       Occupation/Title                                            Period
----                ---       ----------------                                            ------
<S>                 <C>       <C>                                                         <C>

Tom Petillo                     Services of California, Inc., Planergy Services of
(continued)                     Houston, Inc., Planergy Services of Texas, Inc.
                                Planergy Services, Inc., Planergy, Inc. and Planergy
                                New York, Inc.
                              President, Planergy Power II, Inc. and The Planergy         1998-1999
                                Group, Inc.
                              Director, Planergy Power II, Inc. and The                   1998-Present
                                Planergy Group, Inc.
                              Chairman of the Board, Planergy (Delaware) Inc.,            1999-Present
                                Planergy Energy Services Corporation,
                                Planergy New York, Inc., Planergy Power II, Inc.,
                                Planergy Services USA, Inc., Planergy Services of
                                California, Inc., Planergy Services of Houston, Inc.,
                                Planergy Services of Texas, Inc., Planergy Services,
                                Inc., Planergy, Inc., Cogeneration Capital Associates
                                Incorporated, The Planergy Group, Inc.
                              President and CEO, New Century-Cadence, Inc.                1999-Present
                              Executive Vice President, New Century-Cadence, Inc.         1998-1999
                              Director, New Century-Cadence, Inc.                         1998-Present
                              Director, e prime Florida, Inc. and e prime Georgia, Inc.   1999-Present
                              Vice President and Director, New Century-Centrus, Inc.      1998-1999
Henry H. Hamilton    61       Executive Vice President and Director, Southwestern         1997-Present
                                Public Service Company, Public Service Company of
                                Colorado and New Century Services, Inc.
                              Vice President of Production, Southwestern Public Service   1987-1997
                                Company
                              Director, Quixx Power Services, Inc.                        1993-Present
                              Chairman of the Board and President                         1998-1999
                                KES Montego, Inc., Quixx Borger Cogen, Inc.,
                                Quixx Carolina, Inc., Quixx Mustang Station, Inc.,
                                Quixx WPP94, Inc. and Quixxlin Corp.
                              Director, KES Montego, Inc., Quixx Borger Cogen, Inc.,      1998-Present
                                Quixx Carolina, Inc.,
                                Quixx Mustang Station, Inc., Quixx WPP94, Inc.
                                and Quixxlin Corp.
                              President,  CEO,  COO  and  Director,  Quixx  Corporation   1998-1999
                              President and CEO, Quixx Power Services,  Inc.              1998-Present
                              Vice President, Quixx Carolina, Inc.,                       1999-Present
                                Quixx  Power   Services, Inc., Quixx WPP94, Inc.
                                KES Montego, Inc., Quixx Borger Cogen, Inc.,
                                Quixx Mustang Station, Inc. and Quixxlin Corp.
                              Director, Utility Engineering Corporation                   1998-Present
                              CEO, Borger Funding Corporation                             1998-Present
</TABLE>

      There are no family relationships  between executive officers or directors
of the  registrants.  There are no  arrangements or  understandings  between the
executive  officers  individually  and any other person with  reference to their
being selected as officers of each  registrant.  All executive  officers of each
registrant are elected annually by the respective Board of Directors.

(a)  Mr.  Helton  retired as Chairman  and CEO  effective  March 1, 2000 and Mr.
     Brunetti has been elected to succeed Mr. Helton.
(b)  Mr.  Bonavia was Of Counsel at  LeBoeuf,  Lamb,  Greene & MacRae,  LLP from
     March 1997  through  December  1997 and Senior Vice  President  at Dominion
     Resources,  Inc. from 1991 through  February  1997.  Also, Mr. Bonavia is a
     member of the audit and finance  committee of Yorkshire  Electricity  Group
     plc.
                                       11
<PAGE>



(c)  Mr. Jackson was named  Treasurer of New Century  Energies,  Inc.  effective
     January 1, 1999. Mr. Jackson was employed by Arthur  Andersen LLP from 1980
     through  November  1997.  He was a partner  with the firm from 1994 through
     1997.
(d)  Mr.  Kelly is Chairman of the audit  committee  and a member of the finance
     committee of Yorkshire Electricity Group plc.
(e)  Ms. Hart was self-employed  as  communications  and  marketing  consultant,
     Sydney, Australia and Denver, Colorado from June 1996 through June 1998.
(f)  Mr. Petillo was Director and President, Qualtec Quality Services, Inc. from
     August 1992 through October 1995 and Senior Vice President of Florida Power
     & Light Company from June 1991 through December 1995.

Section 16(a) Beneficial Ownership Reporting Compliance

     Based solely upon a review of Forms 3, 4 and 5 and written  representations
furnished to the Company,  the Company  believes that all Directors and Officers
filed in a timely manner their 1999 reports  required under Section 16(a) of the
Securities  Exchange  Act of 1934 (the "1934 Act"),  as amended,  other than the
following two exceptions. Mr. Albert F. Moreno, a Director of the Company, filed
an amended  Form 4, for April 1999 to report a  transaction  not included on the
original report. Ms. Marilyn E. Taylor, an officer of the Company,  filed a Form
5, which included a transaction omitted from her Form 4, for December 1999.

Item 11. Executive Compensation

Compensation Plans

      The  Compensation   Committee  of  the  Board  administers  the  Company's
executive   compensation  and  benefit  programs.   All  committee  members  are
independent, "non-employee directors" of the Company as defined by Section 16(b)
of the 1934 Act. They are also "outside directors" as defined within the meaning
of Section 162(m) of the Internal Revenue Code of 1986.

Compensation Philosophy

      The Committee has implemented executive compensation programs that:

-    provide a competitive level of total compensation  necessary to attract and
     retain talented and experienced executives.
-    align management interests with shareholders' interests.
-    link  compensation  to, and encourage  achievement of, strong financial and
     operational performance.
-    encourage management to respond to business challenges and opportunities as
     owners.

Compensation Components

      There are three  components:  base salary,  an annual incentive plan and a
long-term   incentive  plan.  The  annual  and  long-term  incentive  plans  are
administered under the New Century Energies,  Inc. Omnibus Incentive Plan, which
was approved by shareholders in 1998.

      Base  salaries are  targeted to the 50th  percentile  of utility  industry
levels.  Annual  incentives  are  targeted  to the 50th  percentile  of  general
industry levels.  Long-term  incentives are targeted to the 25th-50th percentile
of  general  industry.  Stock-based  compensation  is a  significant  portion of
overall executive pay.

Base Salaries

      The Committee  reviews  Company  officer base salaries each  December.  In
determining  salaries,  the Committee uses data  primarily from Edison  Electric
Institute's annual Executive Compensation Survey. This survey contains data from
almost  all of the  companies  included  in the  Standard  and  Poor's  Electric
Utilities Index.

                                       12
<PAGE>

Survey data has been  size-adjusted  based on NCE's  company and  business  unit
revenues  that reflect both  domestic  operations  and the  Company's 50 percent
ownership of Yorkshire Power Group Ltd.

     Base salaries are disclosed in the Summary  Compensation  Table. Mr. Helton
received a base salary  increase in 1999 of 8%. Other Named  Executive  Officers
received  salary  increases  in 1999,  ranging  from 4% to 9%.  Messrs.  Helton,
Brunetti  and  Bonavia  have  Employment  Agreements,   as  described  later  in
"Employment Agreements and Change in Control Agreements."

Annual Incentives

      Annual  incentive  awards  are  based on  achieving  corporate  financial,
business unit operational and individual goals.

      In 1999, for all Company  officers,  the corporate  financial  measure was
basic earnings per share ("EPS").  Target EPS for the Annual  Incentive Plan was
$3.30,  the  achievement of which would have resulted in target awards under the
corporate  financial  portion of the plan. EPS of $2.97 was the threshold  below
which no awards would be paid. Operational goals were unique to each operational
unit and encouraged achievement of objectives such as customer service,  service
reliability, budget compliance and revenue growth.

      Target annual  incentive awards (as a percent of base salary) were set for
all Company officers,  ranging from 70 percent of salary for Messrs.  Helton and
Brunetti to 35 percent of salary for other Company officers.  Maximum awards may
be up to two times the target awards.

      The annual incentive formula is calculated on  pre-determined  performance
measures.  For Messrs.  Helton and  Brunetti,  the  formula is weighted  100% to
attaining corporate financial goals. For the other Named Executive Officers, the
formula  is  weighted  67% to  attaining  corporate  financial  goals and 33% to
attaining  operational  goals.  The  Committee  may  adjust  an  award  using  a
leadership rating, multiplying the award by a factor from zero to two.

      The  Company's  actual  EPS for  1999  was  $3.01.  Therefore,  all  Named
Executive  Officers  earned  55.4% of the target award for  corporate  financial
goals.

      Because  their awards are  weighted  100% to  corporate  financial  goals,
Messrs. Helton and Brunetti earned 55.4% of their target awards for this plan.

      The other Named  Executive  Officers  earned awards under the  operational
goals  ranging from 62.5% to 90%.  When  weighted at 33% and  combined  with the
corporate financial goal achievement,  the other Named Executive Officers earned
awards  ranging  from 57.7% to 93.5% of target,  adjusted  for their  individual
leadership  ratings.  The annual  incentive  compensation  is  disclosed  in the
Summary Compensation Table.

      Company  officers  may elect to  receive  annual  incentive  awards in NCE
common stock.

Long-term Incentives

      The long-term incentive plan has two parts:

-     stock options and
-     a performance-based cash plan, called the Value Creation Plan.

Stock  options  deliver  approximately  two-thirds of each  officer's  long-term
incentive opportunity, with one-third delivered through the Value Creation Plan.
Total long-term incentive  opportunities  ranged from 135% of salary for Messrs.
Helton and Brunetti to 40% of salary for other Company officers.

                                       13
<PAGE>

      Stock Options

      Company  officers may exercise stock options  during the nine-year  period
beginning  one year after the stock  options are granted.  The actual  number of
stock  options  and the grant  price of the option are based on the fair  market
value of NCE  common  stock on the date of  grant  and the  officer's  long-term
incentive target  percentage.  On December 13, 1999, the Committee granted stock
options to all Company officers,  as well as to key managers and employees.  The
grants were for the year 2000 and were made  according to the  provisions of the
long-term  incentive  plan,  taking into account the employee's  base salary and
long-term  incentive  target.  Award sizes ranged from  123,000  options for Mr.
Helton to 25,000 options for Mr. Wilks. The stock option grants are disclosed in
the Option/SAR Grants in Last Fiscal Year table.

      Value Creation Plan ("VCP")

      The  VCP  provides   Company   officers  with  the   opportunity  to  earn
compensation  based upon Company  performance  compared to  performance of other
utility companies.  The VCP uses a single performance measure, Total Shareholder
Return  ("TSR").  TSR is measured  over a three-year  period  using  overlapping
cycles.  NCE's TSR is measured  against all major publicly  traded United States
utility  companies.  At the  end of each  three-year  period,  the VCP  provides
payments at target for  performance at the 50th percentile of the peer group, at
200% of target for performance at the 75th percentile of the peer group and at a
maximum of 300% of target for performance at the top of the peer group.  The VCP
provides smaller payments for performance below the 50th percentile.  No payment
is made for performance below the 40th percentile.

      In 1999,  the first  three-year  period  ended,  with no VCP payments made
during 1999. On January 1, 1999,  the Named  Executive  Officers,  together with
other Company officers, were awarded VCP incentive opportunities,  which will be
measured over the three-year period ending December 31, 2001.

Deductibility of Executive Compensation

      The 1993 Omnibus Budget  Reconciliation  Act includes  several  provisions
that apply to executive  compensation.  In general,  the  Internal  Revenue Code
limits  the  income  tax  deductions  of  a  publicly   traded  company  if  the
compensation for any officer named in its proxy statement  exceeds $1 million in
any year, unless the compensation is performance-based.  Compensation subject to
the limitations on deductibility  under section 162(m) did not exceed $1 million
for any of the Named Executive Officers in 1999.

     The  Committee  will  continue  to base  executive  compensation  decisions
principally  on corporate,  businessunit  and  individual  performance  and will
consider  deductibility  for federal  income tax purposes as one of the relevant
factors in its decisions.

Stock Ownership Guidelines

      The  Committee  believes  that  it  is  essential  to  align  management's
interests with those of  shareholders.  In order to emphasize  this belief,  NCE
adopted stock ownership  guidelines for Company  officers who participate in the
Company's  long-term  incentive  plan.  The  Committee  believes  that linking a
significant  portion of an executive's current and potential future net worth to
the Company's success, as reflected in stock price, ensures that executives have
a stake similar to that of Company shareholders.  Such guidelines also encourage
the long-term management of the Company for the benefit of shareholders.

      The  share  ownership  guideline  for  each  executive  is  based  on  the
executive's corporate position.  The guideline for the Chairman of the Board and
Chief Executive  Officer,  and the Vice Chairman,  President and Chief Operating
Officer is three times base salary.  The guideline for Executive Vice Presidents
and Senior Vice Presidents,  which include Messrs.  Kelly, Bonavia and Wilks, is
two  times  base  salary.  All  other  Company  officers  have  share  ownership
guidelines of one and one-half times base salary.  Each executive is expected to
achieve  the  ownership  guidelines  by  August 1,  2002.  All  shares  that the
executive is able to vote count toward compliance with the ownership guidelines.

                                       14
<PAGE>

      The following tables show information about the total compensation paid or
awarded for 1999 to the Company's Chief  Executive  Officer and each of the four
most  highly  compensated  executive  officers  serving  on  December  31,  1999
(collectively,  the "Named Executive Officers").  As described in the footnotes,
the data presented in this table and the tables that follow include amounts paid
in 1997 to the  Named  Executive  Officers  by NCE,  as well as  Public  Service
Company of Colorado ("PSCo") and Southwestern Public Service Company ("SPS") for
the period prior to the PSCo/SPS Merger on August 1, 1997:

<TABLE>
<CAPTION>
=============================================================================
                         Summary Compensation Table
=============================================================================
                               Annual Compensation           Long-Term Compensation (c)       All Other
Name and Principal                                                                           Compensation
     Position                                                                                  ($) (d)(e)
                         ---------------------------------   --------------------------
                    Year                                       Awards        Payouts
                                                             ----------      -------
                         Salary($)     Bonus($)    Other     Securities       LTIP
                                         (a)       Annual    Underlying      Payouts
                                       Compen-                Options/         ($)
                                       sation($)              SAR's (#)
                                         (b)
----------------------------------------------------------   ---------------------------
<S>                 <C>   <C>          <C>          <C>         <C>            <C>               <C>

Bill D. Helton      1999  685,000      265,643        9,000     123,000               0          40,699
Chairman of the     1998  635,000      333,756       24,875           0               0          25,881
Board and           1997  455,833       78,363      271,092     300,000               0          27,524
Chief Executive
Officer
--------------------------------------------------------------------------------
Wayne H. Brunetti   1999  590,000      228,802        9,000     106,000               0          32,984
Vice Chairman,      1998  540,000      283,824        9,000           0               0          35,939
President and       1997  435,853      104,994        3,750     314,400         231,726          27,304
Chief Operating
Officer
--------------------------------------------------------------------------------
Richard C. Kelly    1999  330,000      154,350        9,000      45,000               0          15,998
Executive Vice      1998  305,000      125,847        9,000           0               0          16,247
President and       1997  254,382       48,997        3,750     107,100         120,484          16,089
Chief Financial
Officer
--------------------------------------------------------------------------------
Paul J. Bonavia     1999  290,000       87,197        9,000      32,000               0          13,543
Senior Vice         1998  270,000      111,406       34,762           0               0          13,789
President and       1997   11,250       20,000          375      88,000               0               0
General Counsel
--------------------------------------------------------------------------------
David M. Wilks      1999  275,000       71,457        9,000      25,000               0          13,710
President and       1998  265,000      111,966        9,000           0               0          14,445
Chief Operating     1997  238,958       41,285       2,4809      87,000               0           9,618
Officer of SPS and
Executive Vice
President of PSCo
and New Century
Services, Inc.
================================================================================
</TABLE>

(a) The amounts in this  column for 1999 and 1998 were  earned  under the annual
incentive  plan  described  under  "Annual  Incentives"  in  the  Report  of the
Compensation Committee on Executive Compensation.

The amounts  for 1997 for Messrs.  Helton and Wilks were based on the average of
their two  highest  bonuses  paid by SPS in fiscal  years  1993,  1994 and 1995,
according to their employment agreements.  The amounts paid to Messrs.  Brunetti
and Kelly  represented  7/12 of the target  award  earned under the PSCo Omnibus
Incentive Plan, paid according to their Change in Control agreements.

Mr.  Bonavia was hired  December 15,  1997.  The amount for 1997  represents  an
amount  paid  according  to  his  Employment   Agreement,   described  later  in
"Employment Agreements and Change in Control Agreements."

(b) The amounts shown in this column for 1999 and 1998 include a $9,000 flexible
perquisite allowance for each Named Executive Officer. In addition,  the amounts
shown in this  column for 1998  include  relocation  benefits of $25,762 for Mr.
Bonavia and the  reimbursement  of certain  taxes related to the exercise of NCE
stock options of $15,875 for Mr. Helton.

The amounts  shown for 1997  include  relocation  benefits  of $238,125  for Mr.
Helton and the  reimbursement  of certain  taxes  related to the exercise of SPS
stock  options of $24,639 for Mr. Helton and $16,042 for Mr.  Wilks.

                                       15
<PAGE>

Also,  the  amounts  include  flexible   perquisite   allowances  or  automobile
allowances of $8,328 for Mr.  Helton,  $3,750 for Mr.  Brunetti,  $3,750 for Mr.
Kelly, $375 for Mr. Bonavia and $8,767 for Mr. Wilks.

(c) The amounts  shown for 1999 include  stock  option  awards made to the Named
Executive Officers under the NCE Omnibus Incentive Plan for the year 2000.

The  amounts  shown  for 1997  include  stock  option  awards  made to the Named
Executive   Officers  under  the  NCE  Omnibus   Incentive  Plan.  These  awards
represented   three-year   front-loaded   grants   for  the   years   1997-1999.
Additionally,  the  amounts  include  stock  option  awards  made under the PSCo
Omnibus  Incentive  Plan for  Messrs.  Brunetti  and Kelly  (14,400  and  7,100,
respectively).

(d) The amounts shown for 1997 for Messrs. Brunetti and Kelly represent dividend
equivalent  payments made under the PSCo Omnibus Incentive Plan, which vested in
connection with the PSCo/SPS Merger.

(e) The 1999 amounts represented in the "All Other Compensation"  column reflect
the total of employer matching  contributions  made under the Company's employee
savings plan and non-qualified  savings plan and taxable insurance premiums paid
by the Company:

-------------------------------------------------------------------------------
      Name           Contributions   Contributions     Insurance      Total ($)
                         to the          to the        Premiums ($)
                        Employee     Non-Qualified
                     Savings Plans   Savings Plans
                           ($)             ($)
-------------------------------------------------------------------------------
Bill D. Helton             5,000         22,317          13,382         40,699
-------------------------------------------------------------------------------
Wayne H. Brunetti          5,000         15,577          12,407         32,984
-------------------------------------------------------------------------------
Richard C. Kelly           5,000          7,686           3,312         15,998
-------------------------------------------------------------------------------
Paul J. Bonavia            5,000          6,567           1,976         13,543
-------------------------------------------------------------------------------
David M. Wilks             5,000          5,983           2,727         13,710
-------------------------------------------------------------------------------

      The following table indicates for each of the Named  Executives the extent
to which the  Company  used stock  options and SARs for  executive  compensation
purposes in 1999 and the potential  value of such options and SARs as determined
pursuant to the Securities and Exchange Commission rules.

=============================================================================
                   Option/SAR Grants in Last Fiscal Year
=============================================================================
       Name                     Individual Grants
                   ----------------------------------------------------------
                   Number
                   of
                   Securities % of Total
                   Underlying Options/SARs  Exercise
                   Options/   Granted to     or Base              Grant Date
                     SARs     Employees in    Price   Expiration  Present Value
                   Granted      Fiscal      ($/Share)    Date       ($)(c)
                    (#)(a)      year(b)
--------------------------------------------------------------------------------

Bill D. Helton       123,000        12.28%   31.0625  12/12/09         655,590
-------------------------------------------------------------------------------
Wayne H. Brunetti    106,000        10.58%   31.0625  12/12/09         564,980
-------------------------------------------------------------------------------
Richard C. Kelly      45,000         4.49%   31.0625  12/12/09         239,850
-------------------------------------------------------------------------------
Paul J. Bonavia       32,000         3.20%   31.0625  12/12/09         170,560
-------------------------------------------------------------------------------
David M. Wilks        25,000         2.50%   31.0625  12/12/09         133,250
===============================================================================

(a) The options  were  granted by the  Compensation  Committee  with an exercise
price  equal to the closing  price on the New York Stock  Exchange of NCE Common
Stock on December  13,  1999.  The options  are fully  exercisable  on the first
anniversary  of the date of grant.  All options expire 10 years from the date of
the grant. When the NCE/NSP Merger is consummated,  NCE outstanding options will
be converted to Xcel options at a rate of 1.55

                                       16
<PAGE>

Xcel  options for every NCE option with no change to the option  terms (see Note
2.  Proposed  Merger with  Northern  States Power  Company in Item 8.  FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA).

(b)   These  amounts  represent a  theoretical  present  valuation  based on the
      Black-Scholes  Option Pricing Model as adjusted for dividends.  The values
      in the column are  estimates  based upon on an option value of $5.33.  The
      option values were derived using the following assumptions:

-    option life of ten years;
-    risk-free  rate of 6.43% is based  on the  yield of a U.S.  Treasury  strip
     available on the date of grant and expiring at the  approximate  end of the
     option's term;
-    strike price of $31.0625;
-    stock price at grant date of $31.0625;
-    standard  deviation  of  NCE  common  stock,  which  is a  measure  of  the
     volatility of the stock, of 21.28%;
-    risk of forfeiture discount 3% and
-    dividend yield of 5.44%.

Executives  may not sell or assign these  options,  which have value only to the
extent of the  future  stock  price  appreciation.  These  amounts or any of the
assumptions  should not be used to predict future performance of the stock price
or dividends.

      The  following  table  indicates  for each Named  Executive the number and
value of exercisable and unexercisable options and SARs as of December 31, 1999.

===============================================================================
             Aggregated Option/SAR Exercises in Last Fiscal Year
                         and FY-End Option/SAR Values
===============================================================================
                                              Number of         Value of
                                             Securities       Unexercised
                                             Underlying       In-the-Money
                                             Unexercised    Options/SARs at
                                            Options/SARs     FY-End ($) (a)
                                            at FY-End (#)
                                            -----------------------------------
       Name          Shares       Value     Exercisable/      Exercisable/
                    Acquired   Realized ($) Unexercisable    Unexercisable
                       on
                    Exercise
                       (#)
-------------------------------------------------------------------------------
Bill D. Helton               0            0      296,890/                   0/
                                                  124,781                    0
--------------------------------------------------------------------------------
Wayne H. Brunetti             0           0      348,334/               28,728/
                                                  106,000                     0
-------------------------------------------------------------------------------
Richard C. Kelly             0            0      100,000/                   0/
                                                   45,000                    0
-------------------------------------------------------------------------------
Paul J. Bonavia              0            0       88,000/                   0/
                                                   32,000                    0
-------------------------------------------------------------------------------
David M. Wilks             543        2,174       87,476/                   0/
                                                   25,953                    0
===============================================================================

(a) Option values were calculated based on a $30.375 closing price of NCE Common
Stock, as reported on the New York Stock Exchange at December 31, 1999.

                                       17
<PAGE>

      The  following  table  indicates  for  each of the  Named  Executives  the
long-term  incentive  opportunities  awarded in 1999 and their estimated  future
payout at the end of the term.

===============================================================================
          Long-Term Incentive Plans - Awards in Last Fiscal Year (a)
===============================================================================
     Name        Number of   Performance     Estimated Future Payouts Under
                  Shares,     or Other        Non-Stock Price-Based Plans
                 Units or   Period Until
                   Other     Maturation
                  Rights      or Payout
                                          -------------------------------------
                                            Threshold     Target     Maximum
                                             ($) (b)       ($)         ($)
-------------------------------------------------------------------------------
Bill D. Helton      308,250 1/1/99-12/31/01     0          308,250     924,750
-------------------------------------------------------------------------------
Wayne        H.     265,500 1/1/99-12/31/01     0          265,500     796,500
Brunetti
-------------------------------------------------------------------------------
Richard      C.     110,000 1/1/99-12/31/01     0          110,000     330,000
Kelly
-------------------------------------------------------------------------------
Paul J. Bonavia      72,500 1/1/99-12/31/01     0           72,500     217,500
-------------------------------------------------------------------------------
David M. Wilks       68,750 1/1/99-12/31/01     0           68,750     206,250
===============================================================================

(a) The  amounts in this table  represent  awards  made under the VCP  described
under  "Long-term  Incentives"  in the Report of the  Compensation  Committee on
Executive Compensation.

(b) If the threshold or the 40th percentile is achieved,  the payout could range
between zero and the target amount.

      The following table shows estimated combined pension benefits payable to a
covered  participant from the qualified  defined benefit plans maintained by NCE
and its  subsidiaries and the NCE  Supplemental  Executive  Retirement Plan (the
"SERP").  The Named Executive  Officers are all participants in the SERP and the
qualified defined benefit plans sponsored by the Company.

===============================================================================
                              Pension Plan Table
===============================================================================
           Remuneration                    Years of Service
                        -------------------------------------------------------
                                     10                 15    20 or more years
-------------------------------------------------------------------------------
               $200,000         $55,000            $82,500            $110,000
                225,000          61,875             92,813             123,750
                250,000          68,750            103,125             137,500
                275,000          75,625            113,438             151,250
                300,000          82,500            123,750             165,000
                350,000          96,250            144,375             192,500
                400,000         110,000            165,000             220,000
                450,000         123,750            185,625             247,500
                500,000         137,500            206,250             275,000
                600,000         165,000            247,500             330,000
                700,000         192,500            288,750             385,000
                800,000         220,000            330,000             440,000
                900,000         247,500            371,250             495,000
              1,000,000         275,000            412,500             550,000
              1,100,000         302,500            453,750             605,000
              1,200,000         330,000            495,000             660,000
===============================================================================

      The  benefits  listed in the  Pension  Plan  Table are not  subject to any
deduction or offset.  The  compensation  used to calculate SERP benefits is base
salary  plus  annual  incentive.  The  Salary and Bonus  columns of the  Summary
Compensation  Table for 1999 reflect the covered  compensation used to calculate
SERP benefits.

                                       18
<PAGE>

      The SERP benefit  accrues over 20 years and is equal to 55% of the highest
three years  covered  compensation  of the five years  preceding  retirement  or
termination minus the qualified plan benefit.  The SERP benefit is payable as an
annuity for 20 years,  or as a single  lump-sum  amount  equal to the  actuarial
equivalent present value of the 20-year annuity. Benefits are payable at age 62,
or as early as age 55  reduced  5% for each year that the  benefit  commencement
date precedes age 62.

      The estimated  credited years of service under the SERP as of December 31,
1999, were as follows:

          Mr. Helton           35
          Mr. Brunetti         12
          Mr. Kelly            32
          Mr. Bonavia           2
          Mr. Wilks            22

      Notwithstanding   any  special  provisions  related  to  pension  benefits
described under  "Employment  Agreements and Change in Control  Agreements," the
Company has granted  additional  credited  years of service to Mr.  Brunetti for
purposes  of  SERP   accrual.   The   additional   credited   years  of  service
(approximately seven) are included in the above table. Additionally, the Company
has agreed to grant full accrual of SERP benefits to Mr.  Brunetti at age 62 and
to Mr.  Bonavia at age 57 and 8 months,  if they  continue to be employed by the
Company until such age.

Employment Agreements and Change in Control Agreements

      The  Company has  executed  employment  agreements  with  Messrs.  Helton,
Brunetti and Bonavia.  Messrs.  Helton's and  Brunetti's  employment  agreements
originally  specified  each would serve the  Company for an initial  period (the
"Initial  Period") and for a further period (the  "Secondary  Period")  (jointly
referred to as the  "Employment  Period").  The Initial  Period  began August 1,
1997, and ended January 31, 2000.  The Secondary  Period began February 1, 2000,
and will end on May 31, 2001.

     In early 2000,  the term of Mr.  Helton's  agreement  was amended to end on
February 29, 2000. On March 1, 2000, Mr. Helton retired from employment with the
Company and assumed the honorary position of Chairman Emeritus. The Company made
a lump-sum payment of approximately $2.5 million to Mr. Helton.  This amount was
for the forfeiture of compensation  and benefits Mr. Helton would have earned or
been  paid had he  continued  employment  under  his  original  agreement.  This
amendment also cancelled Mr. Helton's Change in Control Agreement.

      Without amendment to his own employment agreement,  Mr. Brunetti concurred
with the above amendment to Mr. Helton's agreement.  Mr. Brunetti's  concurrence
means  that,  as a  practical  matter,  the  Initial  Period  in his  employment
agreement,  which  began on August 1, 1997,  ended on  February  29,  2000.  The
Secondary  Period in his employment  agreement  began on March 1, 2000, and will
end on May 31,  2001.  Mr.  Brunetti  will  serve as  Chairman  of the  Board of
Directors,  President and Chief  Executive  Officer of the Company from March 1,
2000, to May 31, 2001.

      During the Employment  Period,  Mr. Brunetti is entitled to a compensation
package comprised of a base salary, annual and long-term incentive  compensation
and various other  benefits.  These other benefits  include  participation  in a
supplemental  executive  retirement plan and life insurance coverage providing a
death  benefit of not less than two times his annual base salary.  He shall also
be entitled  to  participate  in all  Company-sponsored  incentive,  savings and
retirement plans,  practices,  policies and programs to the same extent as other
senior executives of the Company. In all instances, the compensation awarded Mr.
Brunetti  will be at least equal to what he would have  received  under  similar
plans and  programs  in effect at Public  Service  Company of  Colorado.  If Mr.
Brunetti's employment is terminated during the Employment Period by:

-    the Company for reasons other than cause or  disability  (as defined in the
     agreement), or
-    Mr. Brunetti for good reason (as defined in the agreement),

                                       19
<PAGE>

he shall  receive his base  salary,  incentive  compensation  and certain  other
benefits.  These include  continued  accruals under the  supplemental  executive
retirement  plan and life and medical  benefits  through the Employment  Period.
Also, all options will become  exercisable and  restrictions on restricted stock
shall lapse. If applicable,  Mr. Brunetti shall receive a tax-free reimbursement
of any excise tax imposed under Internal Revenue Code Section 4999. The Board of
Directors,  upon the recommendation of the Compensation  Committee of the Board,
is responsible for administering Mr. Brunetti's compensation.

      The Company has executed an employment  agreement  with Mr.  Bonavia for a
term  beginning  December 15,  1997,  and ending  December 14, 2000.  During the
employment period,  Mr. Bonavia is entitled to a compensation  package comprised
of a base salary, annual and long-term incentive  compensation and various other
benefits. These other benefits include participation in a supplemental executive
retirement  plan and life  insurance  coverage  providing a death benefit of not
less than two times his annual base salary.  Mr.  Bonavia shall also be entitled
to participate in all Company-sponsored incentive, savings and retirement plans,
practices,  policies and programs to the same extent as other senior  executives
of the Company.  If Mr. Bonavia's  employment is terminated during the period of
his employment agreement by:

-    the Company for reasons other than cause or  disability  (as defined in the
     agreement), or
-    Mr. Bonavia for good reason (as defined in the agreement),

he shall  receive his base  salary,  incentive  compensation  and certain  other
benefits.  These include  continued  accruals under the  supplemental  executive
retirement  plan  and  life and  medical  benefits  through  the  period  of his
employment   agreement.   Also,  all  options  shall  become   exercisable   and
restrictions on restricted  stock shall lapse. If applicable,  Mr. Bonavia shall
receive a  tax-free  reimbursement  of any  excise tax  imposed  under  Internal
Revenue Code Section 4999. The Board of Directors,  upon the  recommendation  of
the Compensation  Committee of the Board, is responsible for  administering  Mr.
Bonavia's compensation.

     The Company has executed a Change in Control  Agreement with Mr.  Brunetti.
This Change in Control  Agreement  provides that if his employment is terminated
during the term of the agreement by:

-    the Company any reason other than cause (as defined in that  agreement)  or
     death, or
-    Mr. Brunetti for good reason (as defined in that agreement)

following,  or in  anticipation  of, a Change in  Control  (as  defined  in that
agreement),  Mr.  Brunetti will receive a lump sum equal to three times his base
salary and annual and  long-term  incentives.  Also,  stock  options will become
exercisable and restrictions on restricted stock shall lapse.  Further,  welfare
benefits  will  be  continued  for  the  36  months  following   termination  of
employment,  and Mr.  Brunetti will receive a payment equal to the present value
of the benefits he would have received under the existing  qualified  retirement
plan had he received credit for 36 additional months. Finally, Mr. Brunetti will
receive a tax-free  reimbursement  of any excise taxes  imposed  under  Internal
Revenue Code Section 4999. The Change in Control Agreement specifically provides
that such  agreement  supersedes  all prior  agreements  relating to  separation
payments following a Change in Control.

     Additionally,  the Company has executed  Change in Control  Agreements with
Messrs.  Kelly,  Bonavia,  and Wilks. These Change in Control Agreements provide
that if the covered Executive's  employment is terminated during the term of the
agreement by:

-    the Company for any reason other than cause (as defined in that  agreement)
     or death, or
-    the Executive for good reason (as defined in that agreement)

following,  or in  anticipation  of, a Change in  Control  (as  defined  in that
agreement), the Executive will receive a lump sum equal to two and 1/2 times his
base salary and annual and long-term incentives. Also, stock options will become
exercisable and restrictions on restricted stock shall lapse.  Further,  welfare
benefits  will  be  continued  for  the  30  months  following   termination  of
employment.  The Executive  will receive a payment equal to the present


                                       20
<PAGE>

value of the  benefits  he would  have  received  under the  existing  qualified
retirement plan had he received credit for 30 additional  months.  Finally,  the
Executive  will receive a tax-free  reimbursement  of any excise  taxes  imposed
under  Internal  Revenue  Code  Section  4999.  The Change in Control  Agreement
specifically  provides  that such  agreements  supersede  all  prior  agreements
relating to separation payments following a Change in Control.

      The  proposed  NCE/NSP  Merger does not  constitute a Change in Control as
defined in the agreements discussed above.

Executive Severance

     Prior to entering into the NCE/NSP Merger Agreement,  the Company adopted a
severance plan for executives,  including Messrs.  Kelly, Bonavia and Wilks. Mr.
Helton and Mr. Brunetti are not covered by this severance plan.

      Under the plan a participant  whose employment is terminated  within three
years  of  the  NCE/NSP  Merger  will  receive  severance  benefits  unless  the
termination is:

-     for cause,
-     because of death, disability or retirement or
-     voluntary and without good reason (as defined in the policy).

      The severance benefits for Messrs. Kelly, Bonavia and Wilks under the plan
include:

-    a cash payment equal to 2.5 years base salary,  annual  incentive  payment,
     and  annualized   long-term   incentive  award,  plus  prorated   incentive
     compensation for the year of termination,
-    a cash  payment  equal to  additional  amounts  that would have been earned
     under pension and retirement saving plans during the same period of time,
-    continued welfare benefits and perquisite allowances for the same period of
     time, and
-    financial planning and outplacement benefits.

      They will also  receive  a  tax-free  reimbursement  of any  excise  taxes
imposed under Internal Revenue Code Section 4999.

Compensation of Directors

      The  Company  pays each  Director  who is not an  employee a  retainer  of
$60,000 per year.  Committee  Chairpersons  are paid an  additional  retainer of
$3,000  per year.  If the Board  meets  more than  twelve  times per year,  each
non-employee  Director  is paid  an  additional  attendance  fee of  $1,000  per
meeting.  No additional  attendance fees were paid in 1999,  since the board met
nine times during 1999. Directors will have 50% or, at their election, more than
50% of retainer  and fees paid in NCE Common Stock and the balance paid in cash.
Directors  may  defer  receipt  of all or a  portion  of  such  fees  under  the
"Directors'  Voluntary  Deferral  Plan"  portion  of the NCE  Outside  Directors
Compensation Plan. These deferrals are made on a pre-tax basis. Messrs. Forbess,
Hemminghaus,  Mock, Moreno, Powers, Slifer and Stephens and Ms. Greer elected to
participate in the Directors'  Voluntary  Deferral Plan, a  non-qualified  plan,
during 1999.

Compensation Committee Interlocks and Insider Participation

     During  1999,  the  following  Directors  served  on the  NCE  Compensation
Committee: W. Thomas Stephens (Chairperson),  R. R. Hemminghaus, J. Howard Mock,
Albert F. Moreno,  and Robert G.  Tointon.  None of these  Directors are or have
been an officer or employee of the Company or any of its subsidiaries.


                                       21
<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

Principal Shareholders

    The  following  table  sets  forth  information   regarding  the  beneficial
ownership  of  Common  Stock  by each  person  known  by the  Company  to be the
beneficial  owner of more than five  percent of the  outstanding  Common  Stock,
based upon total shares  outstanding  as of the dates listed in the footnotes to
the table.

================================================================================
 Title of Class         Name of Beneficial Owner         Amount and   % of
                                                         nature of      Class
                                                         beneficial
                                                         ownership
--------------------------------------------------------------------------------
Common Stock      Sanford C. Bernstein & Co., Inc. (1)     8,840,048       7.7%
                  767 5th Avenue
                  New York, New York 10153-0002

--------------------------------------------------------------------------------
Common Stock      Capital Research and Management          6,250,000       5.4%
                  Company (2)
                  333 South Hope Street
                  Los Angeles, California 90071-1447
================================================================================

Notes

1)   Sanford C. Bernstein & Co., Inc., an investment  adviser and broker dealer,
     has sole voting power with respect to 3,798,215 shares, shared voting power
     with respect to 901,820 shares and sole  dispositive  power with respect to
     all shares.  Based on information  contained in Schedule 13G dated February
     9, 2000, filed with the Securities and Exchange Commission.

2)   Capital Research and Management  Company, a registered  investment adviser,
     has sole dispositive power with respect to all shares. Based on information
     as of  December  31,  1999,  contained  in  Schedule  13G  filed  with  the
     Securities and Exchange Commission.


                                       22
<PAGE>

Security Ownership of Management and Directors
As of January 31, 2000

================= =================================== =============== ==========
 Title of Class        Name of Beneficial Owner         Amount and    % of
      (a)                                               nature of     Class (e)
                                                        beneficial
                                                      ownership (b)
----------------- ----------------------------------- --------------- ----------
Common Stock      Wayne H. Brunetti (1)                  378,124(c)
----------------- ----------------------------------- --------------- ----------
Common Stock      C. Coney Burgess (2)                     4,112
----------------- ----------------------------------- --------------- ----------
Common Stock      Danny H. Conklin (3)                     7,312
----------------- ----------------------------------- --------------- ----------
Common Stock      Giles M. Forbess                         3,869 (d)
----------------- ----------------------------------- --------------- ----------
Common Stock      Gayle L. Greer                           3,882 (d)
----------------- ----------------------------------- --------------- ----------
Common Stock      Bill D. Helton (4)                     338,722 (c)
----------------- ----------------------------------- --------------- ----------
Common Stock      R. R. Hemminghaus                        6,145 (d)
----------------- ----------------------------------- --------------- ----------
Common Stock      A. Barry Hirschfeld                      6,050
----------------- ----------------------------------- --------------- ----------
Common Stock      J. Howard Mock                           6,255 (d)
----------------- ----------------------------------- --------------- ----------
Common Stock      Albert F. Moreno                         3,322 (d)
----------------- ----------------------------------- --------------- ----------
Common Stock      J. Michael Powers                        8,308 (d)
----------------- ----------------------------------- --------------- ----------
Common Stock      Rodney E. Slifer (5)                    16,776 (d)
----------------- ----------------------------------- --------------- ----------
Common Stock      W. Thomas Stephens                       9,699 (d)
----------------- ----------------------------------- --------------- ----------
Common Stock      Robert G. Tointon (6)                    8,798 (d)
----------------- ----------------------------------- --------------- ----------
Common Stock      Richard C. Kelly (7)                   111,217 (c)
----------------- ----------------------------------- --------------- ----------
Common Stock      Paul J. Bonavia                         88,848 (c)
----------------- ----------------------------------- --------------- ----------
Common Stock      David M. Wilks (8)                     101,432 (c)
----------------- ----------------------------------- --------------- ----------
Common Stock      All the directors and executive      1,344,874(c)(d)    1.15%
                  officers as a group (22 persons)
================= =================================== =============== ==========

Notes

(a) Common Stock listed in the table  represents the Company's  Common Stock, $1
par value.

(b)The common shares  represented above include those shares, if any, held under
   the NCE Employees' Savings and Stock Ownership Plan.

(c)The number of shares  includes  those which the  following  have the right to
   acquire as of January 31, 2000,  through the  exercise of options,  currently
   exercisable  or  exercisable  within 60 days,  granted  under the NCE Omnibus
   Incentive Plan and the  predecessor  PSCo Omnibus  Incentive Plan and the SPS
   1989 Stock Incentive Plan: Mr. Helton, 296,890 shares; Mr. Brunetti,  348,334
   shares;  Mr. Kelly,  100,000 shares;  Mr. Bonavia,  88,000 shares; Mr. Wilks,
   87,476 shares, and all executive officers as a group, 1,138,871 shares.

(d)The number of shares  includes share  equivalents  accrued to accounts of the
   directors under the NCE Directors'  Voluntary Deferral Plan, payable in stock
   following their  retirement from the Board of Directors:  Mr. Forbess,  1,367
   shares;  Ms. Greer, 2,472 shares;  Mr.  Hemminghaus,  4,253 shares; Mr. Mock,
   4,286 shares; Mr. Moreno, 1,822 shares; Mr. Powers, 1,899 shares; Mr. Slifer,
   3,798 shares; Mr. Stephens,  3,988 shares, and Mr. Tointon, 626 shares. These
   share equivalents have no voting or investment powers.

                                       23
<PAGE>

(e)As of January 31, 2000,  the percentage of shares  beneficially  owned by any
   Director or Named Executive Officer  individually does not exceed one percent
   of the Company's Common Stock.

Unless otherwise  specified,  each Director and Named Executive Officer has sole
voting and investment power with respect to the shares indicated.

1) Includes  29,127  shares  which Mr.  Brunetti and his wife share voting and
   investment powers.

2) Includes 1,900 shares held by Herring  Bancorp,  Inc., of which Mr. Burgess
   is the majority shareholder.

3) Includes 100 shares owned by Mr.  Conklin's  wife, 443 shares held by Philcon
   Development Co.  Retirement Plan and Trust, and 475 shares held in a trust of
   which Mr. Conklin is trustee and his sons are beneficiaries.

4) Includes  716  shares  held in  trusts  for  the  benefit  of Mr.  Helton's
   grandchildren.  Mr.  Helton's  wife  retains the right to the corpus of the
   trusts upon their termination. Mr. Helton disclaims beneficial ownership of
   the  shares  held in the trusts and 82 shares  held by Mr.  Helton's  wife.
   Includes  33,395  shares  which Mr.  Helton and his wife  share  voting and
   investment powers.

5) Includes  4,615 shares owned by Slifer  Family  Foundation  which Mr.  Slifer
   shares voting and investment powers.

6) Includes 5,000 shares which Mr. Tointon shares voting and investment powers
   with  Phelps-Tointon,  Inc.,  of which Mr.  Tointon is President  and Chief
   Executive Officer.

7) Mr. Kelly's wife owns 263 of these shares;  Mr. Kelly disclaims  beneficial
   ownership of those shares.

8) Includes  10,362 shares which Mr. Wilks shares voting and  investment  powers
   related to 9,887 shares with his wife and 475 shares with his mother.

Item 13.  Certain Relationships and Related Transactions

     To the best of the  Company's  knowledge,  there  are no  relationships  or
certain related  transactions to be reported  according to Regulation 14A of the
1934 Act.



                                       24
<PAGE>


                           NEW CENTURY ENERGIES, INC.
                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, New Century Energies,  Inc. has duly caused this report to
be signed on its behalf by the  undersigned,  thereunto  duly  authorized on the
29th day of March, 2000.

                                          NEW CENTURY ENERGIES, INC.

                                          By   /s/Richard C. Kelly
                                          ---------------------------------
                                                Richard C. Kelly
                                          Executive Vice President and
                                             Chief Financial Officer


      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. and in the capacities and on the date indicated.


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


/s/Wayne H. Brunetti
________________________       Principal Executive            March 29, 2000
Wayne H. Brunetti              Officer and Director
Chairman of the Board,
President  and
Chief Executive Officer


/s/Richard C. Kelly
________________________       Principal Financial Officer    March 29, 2000
Richard C. Kelly
Executive Vice President and
Chief Financial Officer


/s/Teresa S. Madden
________________________       Principal Accounting Officer   March 29, 2000
Teresa S. Madden
Controller

                                       25