SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                  FORM 10-Q

         [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended June 30, 1997

                                      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 1-12927



                          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






      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

      On July 31, 1997,  200 shares of the  Registrant's  Common  Stock,  $1 par
value (the only class of common stock),  were issued and outstanding.  On August
1, 1997, the Registrant  canceled all shares  previously  outstanding and issued
approximately  104,469,457  shares of its Common Stock, $1 par value, for all of
the  outstanding  common  stock  of  Public  Service  Company  of  Colorado  and
Southwestern Public Service Company.




<PAGE>



                               TABLE OF CONTENTS



                        PART I - FINANCIAL INFORMATION

Item 1. Financial Statements......................................         1
Item 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations...............................         6


                         PART II - OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders.......         6
Item 5. Other Matters.............................................         6
Item 6. Exhibits and Reports on Form 8-K..........................         6
Signatures........................................................         8
Exhibit 15........................................................         9


<PAGE>


                        PART I - FINANCIAL INFORMATION



Item l.  Financial Statements

                          NEW CENTURY ENERGIES, INC.
                                BALANCE SHEETS

                                    ASSETS


                                                          June 30,  December 31,
                                                            1997       1996
                                                        (Unaudited)

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



                     LIABILITIES AND SHAREHOLDERS' EQUITY



Liabilities...........................................   $       -     $      -

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

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




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


                                       1
<PAGE>


                          NEW CENTURY ENERGIES, INC.

                         NOTES TO FINANCIAL STATEMENT
                                 (Unaudited)

1. Formation and Organization

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

   In August  1995,  NCE,  PSCo and SPS entered  into an  Agreement  and Plan of
Reorganization (the "Merger Agreement")  providing for a business combination as
peer firms involving PSCo and SPS in a tax-free  "merger of equals"  transaction
(the  "Merger").  Effective  August 1, 1997,  following  receipt of all required
state  and  Federal  regulatory  approvals,  PSCo  and  SPS  merged  and  became
wholly-owned  subsidiaries  of NCE, which will be a registered  holding  company
under the Public Utility Holding Company Act of 1935. Each outstanding  share of
PSCo common stock was canceled and converted into the right to receive one share
of NCE common stock and each outstanding  share of SPS common stock was canceled
and  converted  into the right to receive 0.95 of one share of NCE common stock.
Based on the  outstanding  common  stock of PSCo and SPS at August 1, 1997,  the
Merger  resulted  in the common  shareholders  of PSCo  owning 63% of the common
equity of NCE and the common shareholders of SPS owning 37% of the common equity
of NCE.

   Effective with the Merger, the utility and certain  non-utility  subsidiaries
of PSCo were  transferred  by a declaration  of a dividend of the  subsidiaries'
stock, at net book value, to NCE. NCE then made a capital  contribution of those
non-utilities'  stock,  at  net  book  value,  to  NC  Enterprises  Inc.,  a new
intermediate holding company of NCE. Such transfers and subsequent contributions
are not  expected  to have a  material  impact on PSCo's  financial  statements.
Effective  with the Merger,  the common stock of Quixx  Corporation  and Utility
Engineering  Corporation,  wholly-owned  subsidiaries  of SPS, were  transferred
through  the  sale  by  SPS  of all of the  outstanding  common  stock  of  such
subsidiaries at net book value (approximately  $118.7 million) to NC Enterprises
Inc. in exchange  for notes  payable  debt of NC  Enterprises  Inc.  These notes
payable  have  thirty-year  terms and bear  interest at a rate of 7.25% per year
with annual interest  payments due beginning August 1, 1998 and annual principal
payments due beginning August 1, 2001.

     NCE engaged in no significant operations other than the organization of the
public  utility  holding  company prior to August 1, 1997.  Descriptions  of the
businesses  of PSCo and SPS are  contained in their  reports under Section 13 or
15(d) of the  Securities  Exchange Act of 1934,  including the  respective  Form
10-Q's for the quarter ended June 30, 1997, incorporated herein by reference.

     Operating revenues and net income for the three months and six months ended
June 30,  1997 and  1996,  for  PSCo,  SPS and NCE on a  pro-forma  basis are as
follows (in millions):

                                      PSCo             SPS           NCE*
                                      ----             ---           ----
Three months ended June 30, 1997:
    Operating revenues             $   543        $    243       $    786
    Net income                          31               6             34

Three months ended June 30, 1996:
    Operating revenues             $   485        $    248       $    733
    Net income                          35              28             59

Six months ended June 30, 1997:
    Operating revenues             $ 1,220        $    465       $  1,685
    Net income                          93              25            112


                                       2
<PAGE>

Six months ended June 30, 1996:
    Operating revenues             $ 1,108        $    464       $  1,572
    Net income                          99              43            136

* NCE's net  income is net of  dividend  requirements  on  preferred  stock of
subsidiaries

2.  Related Party Transactions

      PSCo and SPS have  incurred  all costs  related to the  formation  of NCE,
including those costs associated with the registration of NCE's common stock and
its application to be a registered  public utility holding company.  Such costs,
approximately $0.3 million for the six months ended June 30, 1997 (approximately
$3.7 million since inception), were not charged to NCE. Accordingly, the Company
has no operating or cash flow  activities  to report in  statements of income or
statements of cash flows for the six month periods ended June 30, 1997 and 1996.

      The cash received from shareholders was deposited into a PSCo bank account
during  the first  quarter of 1996 and,  accordingly,  NCE has  recognized  this
amount as a receivable from shareholder in the accompanying balance sheets.

3.     Capital Stock

Shareholder Rights

      On April 30, 1997, the Board of Directors  declared that a dividend of one
right  for each  Common  Share  be paid on the  effective  date of the  business
combination  among the Company,  PSCo and SPS to  shareholders  of record of the
common shares issued and  outstanding at the close of business on the day before
the effective date of the business combination.  Each right represents the right
to  purchase  one  one-hundredth  of a share of  Series  A Junior  Participating
Preferred Stock at a price of $100 per one  one-hundredth  share.  Additionally,
the Board of Directors created a Series A Junior Participating  Preferred Stock,
$1 par value,  and reserved  2,600,000  shares for issuance upon exercise of the
Rights.  In the event any person or group  acquires 10% or more of the Company's
common stock,  the holders of the rights  generally will be entitled to receive,
upon exercise, common stock of the Company having a value equal to two times the
exercise  price of the right.  In addition,  the Board of Directors  may, at its
option  after a person or group  acquires  10% or more of the  Company's  common
stock,  exchange  all or part of the rights for shares of the  Company's  common
stock.  In the event that the Company is acquired in a merger or other  business
combination  of 50% or more of the Company's  assets or earning power is sold or
transferred, the holders of the rights have the right to receive, upon exercise,
common  stock of the  acquiring  company  having a value  equal to two times the
exercise  price of the right.  The  Company  may redeem the rights at a price of
$.001 per right at any time prior to the tenth day following the date any person
or group acquires 10% or more of the Company's  common stock.  The rights expire
10 years after the record  date,  unless  earlier  redeemed or  exchanged by the
Company.

4. Capital Sources

Short-Term Borrowing Arrangements

      NCE is arranging a $225 million credit facility which is expected to be in
place shortly after the effective  date of the Merger.  NCE can only borrow $100
million  under this credit  facility  until the  outstanding  common stock of PS
Colorado Credit Corporation,  a wholly-owned  subsidiary of PSCo, is transferred
to NCE. In  addition,  NCE has  arranged a $30 million  bridge loan  facility to
provide  the funds  necessary  for the  repayment  of  certain  pre-merger  PSCo
subsidiary  short-term borrowings to permit the transfer of such subsidiaries to
NCE or to NC Enterprises, Inc., on the effective date of the merger.

                                       3
<PAGE>



Registration Statement

      On June 6, 1997, the Company filed a  registration  statement with the SEC
for the  issuance of 10 million  shares of common  stock to be issued  under the
Company's Dividend  Reinvestment and Cash Payment Plan. Any proceeds received by
the Company will be used for general corporate purposes. This program allows for
either the  purchase of shares on the open market or the issuance of new shares.
The Dividend  Reinvestment  Plan allows the Company's  shareholders  to purchase
additional shares of the Company's common stock through the reinvestment of cash
dividends and to purchase  additional  shares of common stock with optional cash
payments.

5.  Management's Representations

      In the opinion of the Company, the accompanying balance sheets include all
adjustments necessary for the fair presentation of the financial position of NCE
at June 30,  1997 and  December  31,  1996.  As  discussed  in Note 2, all costs
related to the formation of NCE have been  incurred by PSCo and SPS;  therefore,
the Company has no operating or cash flow activities to report in a statement of
income or a  statement  of cash flows for the first six months of 1997 and 1996.
The financial  information and notes thereto should be read in conjunction  with
the financial  information included in NCE's 1996 Annual Report on Form 10-K and
NCE's Form 8-K dated August 1, 1997 in connection  with the  consummation of the
Merger.

                                       4
<PAGE>


                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


TO NEW CENTURY ENERGIES, INC.

We have reviewed the accompanying balance sheet of New Century Energies, Inc. (a
Delaware  corporation) as of June 30, 1997.  This financial  statement is the
responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the financial  statement referred to above for it to be in conformity
with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the balance sheet of New Century  Energies,  Inc. as of December 31,
1996 (not  presented  herein),  and, in our report  dated  February 6, 1997,  we
expressed  an  unqualified  opinion  on  that  statement.  In our  opinion,  the
information set forth in the accompanying balance sheet as of December 31, 1996,
is fairly  stated,  in all material  respects,  in relation to the balance sheet
from which it has been derived.


                                                        ARTHUR ANDERSEN LLP
Denver, Colorado,
August 8, 1997

                                       5
<PAGE>



Item 2.  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations

      NCE engaged in no  significant  operations  other than the  organization
of  the  public   utility   holding   company.   See  Note  1.  Formation  and
Organization  and Note 2.  Related  Party  Transactions  in Item 1.  Financial
Statements.

                         PART II - OTHER INFORMATION

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

      On April 29, 1997, the  shareholders of NCE elected the following  persons
as directors:

            Wayne H. Brunetti                         A. Barry Hirshfeld
            Coney C. Burgess                          J. Howard Mock
            Danny H. Conklin                          Will F. Nicholson, Jr.
            Giles M. Forbess                          J. Michael Powers
            Gayle L. Greer                            Rodney E. Slifer
            Bill D. Helton                            W. Thomas Stephens
            R. R. Hemminghaus                         Robert G. Tointon

      Subsequently,  on May 1, 1997, the  shareholders  approved the New Century
Energies,  Inc. Omnibus  Incentive Plan which was previously  adopted by the NCE
directors as noted below.

Item 5.  Other Matters

      On April  30,  1997,  a Board of  Directors  meeting  was held  where  the
following  officers of NCE listed were  approved and  authorized to proceed with
organization and operation of NCE.

         Chairman of the Board and Chief Executive Officer     Bill D. Helton
         Vice Chairman, President and Chief Operating Officer  Wayne H.Brunetti
         Executive Vice President and Treasurer                Richard C. Kelly
         Senior Vice President                                 Patricia T. Smith
         Secretary                                             W. Wayne Brown
         Assistant Secretary                                   Carol J. Peterson
         Assistant Secretary                                   Mary Pullum
         Assistant Treasurer                                   James Steinhilper

      Additionally,  the Board of Directors approved various  administrative and
organizational  actions  including,  among  other  things,  the  approval  of an
executive compensation plan and a shareholder rights agreement,  adoption of the
Omnibus Plan, a corporate seal, form of stock certificate and the appointment of
General Counsel and independent public accountants.

Item 6.  Exhibits and Reports on Form 8-K

(a)   Exhibits

      27    Financial Data Schedule UT



                                       6
<PAGE>


(b)  Reports on Form 8-K

     - A report for NCE on Form 8-K dated August 1, 1997, was filed on August 1,
     1997 which  includes Item 2.  Acquisition  or  Disposition of Assets and
     Item 7. Financial Statements and Exhibits:

     On August 1, 1997,  following the receipt of all required state and Federal
     regulatory  approvals,  PSCo and SPS  combined  to form NCE with the result
     that the common shareholders of PSCo and SPS became the common shareholders
     of NCE.

     Exhibits in the Form 8-K included:

     Exhibit No.          Description
     -----------          -----------

     99-1     News Release of New Century Energies, Inc., dated August 1, 1997

     99-2     Supplemental Consolidated Financial Statements for the following
              periods were included:

            -supplemental  consolidated  balance  sheets as of December 31, 1996
            and 1995 and the related  supplemental  consolidated  statements  of
            income,  shareholders'  equity  and cash  flows for the years  ended
            December 31, 1996, 1995, and 1994.

     99-3     Supplemental Consolidated Condensed Quarterly Financial Statements

           -supplemental  consolidated  condensed balance sheets as of March 31,
            1997 and the related supplemental  consolidated condensed statements
            of income and cash flows statements for the three months ended March
            31, 1997 and March 31, 1996.

     - A report for NCE on Form 8-K dated August 1, 1997, was filed on August 4,
     1997 which includes Item 5. Other Events and Item 7.  Financial  Statements
     and Exhibits:

      On August 4, 1997,  NCE filed as an  exhibit,  the Rights  Agreement  (the
   "Rights Agreement"),  dated as of August 1, 1997, between NCE and The Bank of
   New York,  as Rights  Agent.  The  Rights  Agreement  describes  the terms of
   certain  shareholder  rights  declared by the Board of Directors on April 30,
   1997. These rights are discussed further in Note 3. Capital Stock-Shareholder
   Rights of Item 1. FINANCIAL STATEMENTS of the current Form 10-Q report.


                                       7
<PAGE>



                                  SIGNATURE

      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.

                                          NEW CENTURY ENERGIES, INC.

                                          By     /s/R. C. Kelly
                                          ---------------------------------
                                                   R. C. KELLY
                                   Executive Vice President and Chief Financial
                                      Officer, Financial and Support Services


Dated:  August  14, 1997


                                       8
<PAGE>


                                                                      Exhibit 15

August 8, 1997


New Century Energies, Inc.:

     We are aware that New Century Energies,  Inc. has incorporated by reference
in its Registration  Statement (Form S-8, File No. 333-28639)  pertaining to the
Omnibus Incentive Plan and the Company's  Registration Statement (Form S-3, File
No.  333-28637)  pertaining to the Dividend  Reinvestment and Cash Payment Plan,
its Form 10-Q for the quarter  ended June 30,  1997,  which  includes our report
dated  August 8, 1997,  covering the  unaudited  financial  statement  contained
therein.  Pursuant to Regulation C of the Securities Act of 1933, that report is
not considered a part of the registration statement prepared or certified by our
Firm or a report  prepared  or  certified  by our Firm  within  the  meaning  of
Sections 7 and 11 of the Act.

                                                Very truly yours,



                                                ARTHUR ANDERSEN LLP



                                       9