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

        [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
                 For the fiscal year ended December 31, 1995

                                      OR

         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
     For the transition period from ________________ to ________________
                       Commission file number 33-64951

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

                 Delaware                                84-1334327 
      (State or other jurisdiction of                   (IRS Employer
      incorporation or organization)                 Identification No.)
    1225 17th Street, Denver, Colorado                      80202
  (Address of principal executive offices)               (Zip Code)

      Registrant's Telephone Number, including area code: (303) 571-7511


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

                                     None

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

                                     None


      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes  X   No

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

      As of March 22, 1996, 200 shares of the Registrant's  Common Stock, $1 par
value (the only class of common stock), were issued and outstanding.



<PAGE>


                     DOCUMENTS INCORPORATED BY REFERENCE

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

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

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

3. Annual Report of Southwestern Public Service Company ("SPS"), a New Mexico
corporation, on Form 10-K for the year ended August 31,1995 (File No. 1-3789).

4. Quarterly Report of  SPS on From 10-Q for the quarter ended November 30, 1995
(File No. 1-3789).

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


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                              TABLE OF CONTENTS



                                    PART I

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

                                   PART II

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

                                   PART III

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

                                   PART IV

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

Signatures........................................................  9




                                       
<PAGE>





                                    PART I



Item l.  Business

The Company

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

      NCE,  PSCo and SPS entered  into an Agreement  and Plan of  Reorganization
(the "Merger Agreement"), dated August 22, 1995, as amended on December 8, 1995,
providing for a business  combination as peer firms  involving PSCo and SPS in a
"merger of equals"  transaction (the "Merger").  As part of the Merger, NCE will
become the  parent  company  of both PSCo and SPS.  Additionally,  NCE will be a
holding company registered under the Public Utility Holding Company Act of 1935,
as amended.  The Merger is expected to occur shortly after all of the conditions
to the consummation of the Merger,  including applicable  regulatory  approvals,
are met or waived. It is expected that the Merger will be completed in the third
quarter  of 1996;  however,  the timing of the  effective  date of the Merger is
primarily dependent upon the regulatory process as described below.

      Under the terms of the Merger Agreement,  NCE will form PSCo Merger Corp.,
which  will be merged  with and into PSCo and NCE will  form SPS  Merger  Corp.,
which  will be  merged  with and into  SPS.  PSCo and SPS will be the  surviving
corporations and will become wholly-owned subsidiaries of NCE. Each share of NCE
common stock issued and outstanding  immediately  prior to the effective time of
the Merger will be canceled, and no consideration shall be delivered in exchange
for such stock. Each outstanding share of PSCo common stock, par value $5.00 per
share, will be canceled and converted into the right to receive one share of NCE
common stock and each  outstanding  share of SPS common stock,  $1.00 par value,
will be canceled  and  converted  into the right to receive 0.95 of one share of
NCE common  stock.  At December 31, 1995,  PSCo had 63.4 million  common  shares
outstanding  and  SPS  had  40.9  million  shares  outstanding.  Based  on  such
capitalization,  the  Merger  would  result in the common  shareholders  of PSCo
owning 62% of the common equity of NCE and the common shareholders of SPS owning
38% of the common equity of NCE.

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

     As noted  above,  the Merger is subject to  customary  closing  conditions,
including the receipt of all necessary  governmental approvals and the making of
all necessary  governmental  filings,  including approvals and findings of state
utility regulators in Colorado, Texas, New Mexico, Wyoming and Kansas as well as
the approval of the Federal Energy Regulatory  Commission ("FERC"),  the Nuclear
Regulatory  Commission  ("NRC"),  the Securities and Exchange Commission ("SEC")
and the expiration or termination  of the applicable  waiting  periods under the
Hart-Scott-Rodino  Antitrust Improvements Act of 1976, as amended.  Applications
to the  state  regulatory  commissions  and the FERC have  been  completed.  The
required  authorizations from the Kansas Corporation Commission and the NRC have
been obtained. On January 30, 1996, NCE filed its application with the SEC to be
a registered  public utility holding company and the parent company for PSCo and
SPS.

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



                                       1
<PAGE>
 


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

Item 2.  Properties

      None.

Item 3.  Legal Proceedings

      None.

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

      None.

                                   PART II

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

      NCE's  common  stock has not been  and,  until  the  effectiveness  of the
Mergers will not be, traded on any public market.  It is anticipated  that, upon
consummation  of the Mergers,  the common stock of NCE will be listed on the New
York Stock Exchange, Inc. NCE may also apply for listings on other exchanges. At
December 31, 1995, 200 shares of NCE common stock were issued and outstanding.


Item 6.  Selected Financial Data

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

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

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

                                       


                                       2
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Item 8. Financial Statements and Supplementary Data

                 BALANCE SHEET OF NEW CENTURY ENERGIES, INC.

                   Report of Independent Public Accountants


      We have audited the  accompanying  balance sheet of New Century  Energies,
Inc. (a Delaware  corporation,  formerly  M-P New Co.) as of December  31, 1995.
This financial statement is the responsibility of the Company's management.  Our
responsibility is to express an opinion on this financial statement based on our
audit.

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

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

                                                           ARTHUR ANDERSEN LLP
Denver, Colorado
March 27, 1996






                                       3
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                          NEW CENTURY ENERGIES, INC.

                                 BALANCE SHEET
                             At December 31, 1995

                                    ASSETS



Cash.................................................           $      200
                                                                ==========


                     LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities...........................................          $      __
Shareholders' equity -
   Common Stock, $1.00 par value (Note 1):
    200 shares authorized;
    200 shares issued and outstanding.................                 200
                                                                ----------

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




      The accompanying notes are an integral part of this balance sheet.



                                       4
<PAGE>



                          NEW CENTURY ENERGIES, INC.

                         NOTES TO FINANCIAL STATEMENT
                               DECEMBER 31, 1995

1. Formation and Organization

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

    NCE, PSCo and SPS entered into an Agreement and Plan of Reorganization  (the
"Merger  Agreement"),  dated  August  22,  1995,  as amended  December  8, 1995,
providing for a business  combination as peer firms  involving PSCo and SPS in a
"merger of equals"  transaction (the "Merger").  As part of the Merger, NCE will
become the  parent  company  of both PSCo and SPS.  Additionally,  NCE will be a
holding company registered under the Public Utility Holding Company Act of 1935,
as amended.  The Merger is expected to occur shortly after all of the conditions
to the consummation of the Merger,  including applicable  regulatory  approvals,
are met or waived. It is expected that the Merger will be completed in the third
quarter  of 1996;  however,  the timing of the  effective  date of the merger is
primarily dependent upon the regulatory process as described below.

   Under the terms of the Merger  Agreement,  NCE will form PSCo  Merger  Corp.,
which  will be merged  with and into PSCo and NCE will  form SPS  Merger  Corp.,
which  will be  merged  with and into  SPS.  PSCo and SPS will be the  surviving
corporations and will become wholly-owned subsidiaries of NCE. Each share of NCE
common stock issued and outstanding  immediately  prior to the effective time of
the Merger will be canceled, and no consideration shall be delivered in exchange
for such stock. Each outstanding share of PSCo common stock, par value $5.00 per
share, will be canceled and converted into the right to receive one share of NCE
common stock and each  outstanding  share of SPS common stock,  $1.00 par value,
will be canceled  and  converted  into the right to receive 0.95 of one share of
NCE common  stock.  At December 31, 1995,  PSCo had 63.4 million  common  shares
outstanding  and  SPS  had  40.9  million  shares  outstanding.  Based  on  such
capitalization,  the  Merger  would  result in the common  shareholders  of PSCo
owning 62% of the common equity of NCE and the common shareholders of SPS owning
38% of the common equity of NCE.

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

                  As noted  above,  the Merger is subject to  customary  closing
conditions,  including the receipt of all necessary  governmental  approvals and
the  making of all  necessary  governmental  filings,  including  approvals  and
findings of state utility regulators in Colorado, Texas, New Mexico, Wyoming and
Kansas as well as the  approval  of the  Federal  Energy  Regulatory  Commission
("FERC"), the Nuclear Regulatory Commission ("NRC"), the Securities and Exchange
Commission  ("SEC") and the expiration or termination of the applicable  waiting
periods  under the  Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976,  as
amended. Applications to the state regulatory commissions and the FERC have been
completed.  The required  authorizations from the Kansas Corporation  Commission
and the NRC have been obtained.  On January 30, 1996, NCE filed its  application
with the SEC to be a registered  public utility  holding  company and the parent
company for PSCo and SPS.
    
                        NCE  currently  engages  in no  significant  operations
other than the  organization  of the proposed  public utility  holding  company.
Other than the Mergers, NCE currently has no plans, understandings or agreements
concerning any acquisition.



                                       5
<PAGE>




2.  Related Party Transactions

    During 1995,  PSCo and SPS incurred  all costs  related to the  formation of
NCE,  including  those costs  associated  with the  registration of NCE's common
stock and its  application to be a registered  public utility  holding  company.
Such costs,  estimated to be  approximately  $2.5 million  through  December 31,
1995, were not charged to NCE. Accordingly, the Company has no operating or cash
flow  activities to report in a statement of income or a statement of cash flows
for the period from inception (August 22,1995) to December 31, 1995.




                                       6
<PAGE>




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

   None.

                                   PART III

Item 10.  Directors and Executive Officers of the Registrant

Doyle R. Bunch II       Age 49  Mr.   Bunch   has   been  the   Executive   Vice
Chairman of the Board           President   of SPS  since  September  1987.  Mr.
and Secretary                   Bunch  held  the   position  of  Financial  Vice
                                President from April 1986 to September  1987. He
                                also  served  as  Secretary  from  July  1979 to
                                January 1988. Mr. Bunch served as Treasurer from
                                September  1979 to April 1986.  He received  his
                                B.B.A in Accounting  from Texas Tech  University
                                and is a Certified Public Accountant.

Richard C. Kelly        Age 49  Mr.  Kelly  has been  Senior Vice  President  of
Director, President and         PSCo  since  January  1990 and became  Treasurer
Treasurer                       in  June  1994.  He has  served as  Director  of
                                Cheyenne Light, Fuel & Power Co., a wholly-owned
                                subsidiary  of  PSCo;   since  March  1990,  and
                                Treasurer;  since July 1994. Mr. Kelly serves as
                                Director,  Vice  President  and  Treasurer  of e
                                prime,  inc., also a wholly-owned  subsidiary of
                                PSCo  and   Young   Gas   Storage   Company,   a
                                wholly-owned  subsidiary of e-prime, inc.; since
                                January 1995 and June 1995,  respectively.  PSCo
                                additionally has two wholly-owned  subsidiaries,
                                PS  Colorado  Credit   Corporation,   a  finance
                                company  with the primary  purpose of  financing
                                certain  of  PSCo's  current  assets,   and  PSR
                                Investment,  Inc.  that  owns and  manages  life
                                insurance  policies  for  which  Mr.  Kelly  has
                                served  as  Director  and Vice  President  since
                                March, 1987 and September, 1986, respectively.

     Mr.  Bunch and Mr.  Kelly were each  appointed  to serve in the  offices as
listed  above by  unanimous  written  consent of the Board of  Directors of NCE,
dated  August 21,  1995.  Mr.  Bunch and Mr. Kelly will hold each office until a
successor for such offices shall have been appointed and shall have qualified.

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

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

Item 11.  Executive Compensation

      None.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

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




                                       7
<PAGE>





Item 13.  Certain Relationships and Related Transactions


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

                                   PART IV

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

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

   Balance Sheet at December 31, 1995 ....................................  4

   The unaudited pro forma  combined  balance sheet and statements of income for
NCE are incorporated herein by reference to the Registration Statement of NCE on
Form S-4 (File No. 33-64951).

2. Financial Statement Schedules:

   None.

3. Exhibits:

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

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

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

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

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

(b) No reports on Form 8-K were filed during 1995 by the Registrant.

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

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


                                       8
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                                  SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, New Century  Energies,  Inc. duly caused this report to be
signed on its behalf by the undersigned,  there unto duly authorized on the 27th
day of March, 1996.

                                          NEW CENTURY ENERGIES, INC.

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




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


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


/s/Doyle R. Bunch II
_________________________     Principal Executive Officer        March 27, 1996
Doyle R. Bunch II
Chairman of the Board and
Secretary


/s/R. C. Kelly
_________________________     Principal Financial Officer        March 27, 1996
R. C. Kelly
Director, President and
Treasurer



                                       9
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