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 March 31, 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 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







      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

      As of May 13, 1997, 200 shares of the  Registrant's  Common Stock,  $1 par
value (the only class of common stock), were issued and outstanding.



<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...................................  5


                           PART II - OTHER INFORMATION

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


<PAGE>


                         PART I - FINANCIAL INFORMATION



Item l.  Financial Statements

                           NEW CENTURY ENERGIES, INC.
                                 BALANCE SHEETS

                                     ASSETS


                                                         March 31,  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, 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 "merger of  equals"  transaction  (the
"Merger").  Under the terms of the  Merger  Agreement,  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.  Based on the outstanding  common
stock of PSCo and SPS at March 31,  1997,  the Merger would result in the common
shareholders  of PSCo  owning  63% of the  common  equity of NCE and the  common
shareholders of SPS owning 37% of the common equity of NCE.

      NCE filed a  registration  statement on Form S-4 with the  Securities  and
Exchange  Commission  ("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 April 21,  1997,  a second Form S-4 was filed to register 1.5 million
additional shares of common stock.

      The Merger is subject  to  customary  closing  conditions,  including  the
receipt of all necessary shareholder  approvals,  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, the Nuclear
Regulatory  Commission,  the Securities  and Exchange  Commission  ("SEC"),  the
Federal Trade  Commission and the U.S.  Department of Justice in addition to the
expiration  or  termination  of  the  applicable   waiting   periods  under  the
Hart-Scott-Rodino  Antitrust  Improvements Act of 1976, as amended. All required
shareholder  approvals and state and Federal  regulatory  agency  authorizations
have been received, except for the approval by the SEC. The Company expects that
the SEC will make its ruling on the Merger in the second quarter of 1997 and the
Merger will be completed at such time.

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

2.  Related Party Transactions

      PSCo and SPS have  incurred  all costs  related to the  formation  of NCE,
including those costs associated with the registration of NCE's common stock and
its application to be a registered  public utility holding company.  Such costs,
approximately   $0.2   million  for  the  three  months  ended  March  31,  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 three month  periods
ended March 31, 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.



                                       2
<PAGE>

3.  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 March 31, 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 quarter of 1997and  1996.  The
financial  information and notes thereto should be read in conjunction  with the
financial information included in NCE's 1996 Annual Report filed with the SEC on
Form 10-K.


                                       3
<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 March 31, 1997. These financial  statements are 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  statements  referred  to  above  for  them 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,
May 12, 1997




                                       4
<PAGE>


Item 2.  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 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
      99    NCE Unaudited Pro Forma Combined Financial Information

(b)   Reports on Form 8-K

      No reports on Form 8-K were filed during the first quarter of 1997.




                                       5
<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 Treasurer

Dated:  May 13, 1997




                                       6
<PAGE>


                                                                      EXHIBIT 99

            NCE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

      The following  unaudited pro forma  combined  balance  sheets at March 31,
1997 and  December  31, 1996 give effect to the Merger as if it had  occurred at
March 31, 1997 and December  31, 1996,  respectively.  The  unaudited  pro forma
combined  statements of income for the three months ended March 31, 1997 and for
each of the three years ended  December 31, 1996 give effect to the Merger as if
it had occurred on January 1, 1994.  These  statements are prepared on the basis
of  accounting  as required  under a pooling of interests and do not reflect any
cost savings or other  synergies  anticipated  by  management as a result of the
Merger. Accordingly,  the pro forma information is not necessarily indicative of
the financial position or results of operations that would have occurred had the
Merger been consummated for the periods for which it is given effect,  nor is it
necessarily indicative of future operating results or financial condition.

                           NEW CENTURY ENERGIES, INC.
                  UNAUDITED PRO FORMA COMBINED BALANCE SHEET
                             (Thousands of Dollars)
                                 March 31, 1997

                                     ASSETS

                                                  PSCo       SPS       Pro Forma
                                                  ----       ---       ---------

Property, plant and equipment, at cost:
   Electric ...............................   $4,012,454  $2,519,287  $6,531,741
   Gas.....................................    1,067,579           -   1,067,579
   Steam...................................       17,750           -      17,750
   Other...................................       60,626      38,149      98,775
   Common to all departments...............      429,123           -     429,123
   Construction in progress................      108,101     103,825     211,926
                                                 -------     -------     -------
                                               5,695,633   2,661,261   8,356,894
   Less: accumulated depreciation .........    2,079,254     956,944   3,036,198
                                               ---------     -------   ---------
     Total property, plant and equipment...    3,616,379   1,704,317   5,320,696
                                               ---------   ---------   ---------


Investments, at cost, and receivables......       43,058      35,153      78,211


Current assets:
   Cash and temporary cash investments.....      368,418      50,709     419,127
   Accounts receivable - net...............      203,604      64,169     267,773
   Accrued unbilled revenues...............       69,992      15,634      85,626
   Recoverable purchased gas and electric
      energy costs ........................       63,365      11,456      74,821
   Materials and supplies, at average cost.       47,419      18,149      65,568
   Fuel inventory, at average cost.........       24,572       2,318      26,890
   Gas in underground storage, at cost (LIFO)     19,954           -      19,954
   Regulatory assets recoverable within one year  44,020           -      44,020
   Prepaid expenses and other..............       40,375       7,754      48,129
                                                  ------       -----      ------
    Total current assets...................      881,719     170,189   1,051,908
                                                 -------     -------   ---------


Deferred charges:
   Regulatory assets.......................      291,764     129,358     421,122
   Unamortized debt expense ...............       11,908       9,814      21,722
   Other...................................       68,152      41,421     109,573
                                                 -------     -------     -------
    Total deferred charges.................      371,824     180,593     552,417
                                                 -------     -------     -------
                                              $4,912,980  $2,090,252  $7,003,232
                                              ==========  ==========  ==========

        The accompanying notes to unaudited pro forma combined financial
               information are an integral part of this statement.




                                       7
<PAGE>


                           NEW CENTURY ENERGIES, INC.
                  UNAUDITED PRO FORMA COMBINED BALANCE SHEET
                             (Thousands of Dollars)
                                 March 31, 1997

                             CAPITAL AND LIABILITIES

                                                  PSCo       SPS       Pro Forma
                                                  ----       ---       ---------

Common stock (2) ..........................   $  326,350  $   40,918  $  104,142
Paid in capital (2)........................      739,522     307,484   1,310,132
Retained earnings (5)......................      415,513     379,062     787,122
                                                 -------     -------     -------
    Total common equity....................    1,481,385     727,464   2,201,396

Preferred stock:
   Not subject to mandatory redemption.....      140,008           -     140,008
   Subject to mandatory redemption at par..       39,913           -      39,913
   Company obligated mandatorily redeemable 
     preferred securities of subsidiary trust          -     100,000     100,000
Long-term debt.............................    1,482,816     620,597   2,103,413
                                               ---------     -------   ---------
                                               3,144,122   1,448,061   4,584,730

Noncurrent liabilities:
   Employees' postretirement benefits other
      than pensions .......................       55,940       3,158      59,098
   Employees' postemployment benefits......       25,182       1,340      26,522
                                                 -------     -------     -------
    Total noncurrent liabilities...........       81,122       4,498      85,620
                                                 -------     -------     -------

Current liabilities:
   Notes payable and commercial paper......      295,400     119,586     414,986
   Long-term debt due within one year......      255,076         229     255,305
   Preferred stock subject to mandatory
     redemption within one year ...........        2,576           -       2,576
   Accounts payable........................      154,394      76,758     231,152
   Dividends payable.......................       37,210           -      37,210
   Customers' deposits.....................       22,286       5,761      28,047
   Accrued taxes...........................       85,675      13,948      99,623
   Accrued interest........................       27,885       9,672      37,557
   Defueling and decommissioning liability.        7,913           -       7,913
   Current portion of accumulated deferred 
     income taxes .........................       21,280      (3,568)     17,712
   Merger costs (5)........................            -           -       7,453
   Other...................................       53,935      29,162      83,097
                                                 -------     -------     -------
    Total current liabilities..............      963,630     251,548   1,222,631
                                                 -------     -------   ---------

Deferred credits:
   Customers' advances for construction ...       47,013         412      47,425
   Unamortized investment tax credits .....      104,676       5,657     110,333
   Accumulated deferred income taxes.......      542,372     369,304     911,676
   Other...................................       30,045      10,772      40,817
                                                 -------     -------     -------
    Total deferred credits.................      724,106     386,145   1,110,251
                                                 -------     -------   ---------
                                              $4,912,980  $2,090,252  $7,003,232
                                              ==========  ==========  ==========

        The accompanying notes to unaudited pro forma combined financial
               information are an integral part of this statement.




                                       8
<PAGE>


                           NEW CENTURY ENERGIES, INC.
                  UNAUDITED PRO FORMA COMBINED BALANCE SHEET
                             (Thousands of Dollars)
                                December 31, 1996

                                     ASSETS

                                                  PSCo       SPS       Pro Forma
                                                  ----       ---       ---------

Property, plant and equipment, at cost:
   Electric ...............................   $3,931,413  $2,517,580  $6,448,993
   Gas.....................................    1,035,394           -   1,035,394
   Steam...................................       17,476           -      17,476
   Other...................................       60,749      37,541      98,290
   Common to all departments...............      418,262           -     418,262
   Construction in progress................      181,597      79,346     260,943
                                                 -------     -------     -------
                                               5,644,891   2,634,467   8,279,358
   Less: accumulated depreciation .........    2,045,996     944,279   2,990,275
                                               ---------     -------   ---------
     Total property, plant and equipment...    3,598,895   1,690,188   5,289,083
                                               ---------   ---------   ---------


Investments, at cost, and receivables......       46,550      34,446      80,996


Current assets:
   Cash and temporary cash investments.....        9,406      40,609      50,015
   Accounts receivable - net...............      218,132      67,780     285,912
   Accrued unbilled revenues...............       85,894      20,304     106,198
   Recoverable purchased gas and electric 
     energy costs .........................       31,288      15,715      47,003
   Materials and supplies, at average cost.       48,972      17,776      66,748
   Fuel inventory, at average cost.........       24,739       2,320      27,059
   Gas in underground storage, at cost (LIFO)     42,826           -      42,826
   Regulatory assets recoverable within one year  44,110           -      44,110
   Prepaid expenses and other..............       41,790       7,469      49,259
                                                 -------     -------     -------
    Total current assets...................      547,157     171,973     719,130
                                                 -------     -------     -------


Deferred charges:
   Regulatory assets.......................      304,456     107,834     412,290
   Unamortized debt expense ...............       10,975       9,864      20,839
   Other...................................       64,615      30,489      95,104
                                                 -------     -------     -------
    Total deferred charges.................      380,046     148,187     528,233
                                                 -------     -------     -------
                                              $4,572,648  $2,044,794  $6,617,442


        The accompanying notes to unaudited pro forma combined financial
               information are an integral part of this statement.




                                       9
<PAGE>


                           NEW CENTURY ENERGIES, INC.
                  UNAUDITED PRO FORMA COMBINED BALANCE SHEET
                             (Thousands of Dollars)
                                December 31, 1996

                             CAPITAL AND LIABILITIES

                                                  PSCo       SPS       Pro Forma
                                                  ----       ---       ---------

Common stock (2) ..........................   $  324,094 $    40,918  $  103,691
Paid in capital (2)........................      724,353     307,484   1,293,158
Retained earnings (5)......................      389,841     383,350     764,646
                                                 -------     -------     -------
    Total common equity....................    1,438,288     731,752   2,161,495

Preferred stock:
   Not subject to mandatory redemption.....      140,008           -     140,008
   Subject to mandatory redemption at par..       39,913           -      39,913
   Company obligated mandatorily redeemable     
     preferred securities of subsidiary trust          -     100,000     100,000
Long-term debt.............................    1,259,528     620,400   1,879,928
                                               ---------     -------   ---------
                                               2,877,737   1,452,152   4,321,344

Noncurrent liabilities:
   Employees' postretirement benefits other
     than pensions ........................       55,677       2,967      58,644
   Employees' postemployment benefits......       25,182       2,369      27,551
                                                  ------      ------      ------
    Total noncurrent liabilities...........       80,859       5,336      86,195
                                                  ------       -----      ------

Current liabilities:
   Notes payable and commercial paper......      244,725      53,836     298,561
   Long-term debt due within one year......      155,030      15,231     170,261
   Preferred stock subject to mandatory
     redemption within one year ...........        2,576           -       2,576
   Accounts payable........................      254,256      63,004     317,260
   Dividends payable.......................       36,973           -      36,973
   Customers' deposits.....................       21,441       5,842      27,283
   Accrued taxes...........................       58,990      19,999      78,989
   Accrued interest........................       33,797      13,151      46,948
   Defueling and decommissioning liability.        8,665           -       8,665
   Current portion of accumulated deferred 
     income taxes .........................        4,560       3,583       8,143
   Merger costs (5)........................            -           -       8,545
   Other...................................       69,203      28,503      97,706
                                                 -------     -------     -------
    Total current liabilities..............      890,216     203,149   1,101,910
                                                 -------     -------   ---------

Deferred credits:
   Customers' advances for construction....       50,269         366      50,635
   Unamortized investment tax credits .....      105,928       5,719     111,647
   Accumulated deferred income taxes.......      539,082     367,272     906,354
   Other...................................       28,557      10,800      39,357
                                                 -------     -------     -------
    Total deferred credits.................      723,836     384,157   1,107,993
                                                 -------     -------   ---------
                                              $4,572,648  $2,044,794  $6,617,442
                                              ==========  ==========  ==========

        The accompanying notes to unaudited pro forma combined financial
               information are an integral part of this statement.




                                       10
<PAGE>


                           NEW CENTURY ENERGIES, INC.
               UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
                 (Thousands of Dollars, Except per Share Data)
                  For the three months ended March 31, 1997


                                                  PSCo       SPS       Pro Forma
                                                  ----       ---       ---------

Operating revenues:
   Electric................................   $  373,953  $ 214,495   $ 588,448
   Gas.....................................      291,825          -     291,825
   Other...................................       11,882      6,800      18,682
                                                 -------    -------     -------
                                                 677,660    221,295     898,955

Operating expenses:
   Fuel used in generation.................       44,261    104,618     148,879
   Purchased power.........................      122,626      5,207     127,833
   Gas purchased for resale................      207,352          -     207,352
   Other operating expenses................       82,828     30,020     112,848
   Maintenance.............................       15,113      6,931      22,044
   Depreciation and amortization...........       42,857     18,230      61,087
   Taxes (other than income taxes) ........       22,488     11,526      34,014
   Income taxes............................       35,317     10,292      45,609
                                                 -------    -------     -------
                                                 572,842    186,824     759,666
                                                 -------    -------     -------
Operating income...........................      104,818     34,471     139,289

Other income and deductions:
   Allowance for equity funds used during
     construction .........................            -          5           5
   Miscellaneous income and deductions - net        (889)    (2,522)     (3,411)
                                                    ----     ------       -----
                                                    (889)    (2,517)     (3,406)

Interest charges:
   Interest on long-term debt..............       26,906     11,025      37,931
   Amortization of debt discount and expense
     less premium .........................          928        562       1,490
   Other interest..........................       14,675      1,026      15,701
   Allowance for borrowed funds used during
     construction .........................       (1,461)      (840)     (2,301)
   Dividend requirements on preferred stock
     of subsidiaries ......................            -      1,963       4,906
                                                    ----      -----       -----
                                                  41,048     13,736      57,727
                                                  ------     ------      ------
Net income.................................       62,881     18,218      78,156
Dividend requirements on preferred stock...        2,943          -           -
                                                 -------    -------     -------
Earnings available for common stock........      $59,938    $18,218     $78,156
                                                 =======    =======     =======

Weighted average common shares outstanding (2)    65,122     40,918     103,994
                                                  ======    =======     =======

Earnings per weighted average share of 
  common stock outstanding ................        $0.92      $0.45       $0.75
                                                   =====      =====       =====

        The accompanying notes to unaudited pro forma combined financial
               information are an integral part of this statement.




                                       11
<PAGE>


                           NEW CENTURY ENERGIES, INC.
               UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
                 (Thousands of Dollars, Except per Share Data)
                          Year ended December 31, 1996


                                                  PSCo       SPS       Pro Forma
                                                  ----       ---       ---------

Operating revenues:
   Electric................................   $1,488,990  $  927,549 $2,416,539
   Gas.....................................      640,497           -    640,497
   Other...................................       41,899      32,047     73,946
                                                 -------     -------    -------
                                               2,171,386     959,596  3,130,982

Operating expenses:
   Fuel used in generation.................      195,442     439,838    635,280
   Purchased power.........................      490,428      20,154    510,582
   Gas purchased for resale................      393,163           -    393,163
   Other operating expenses................      336,100     133,657    469,757
   Maintenance.............................       63,908      34,916     98,824
   Depreciation and amortization...........      154,631      70,234    224,865
   Taxes (other than income taxes) ........       82,899      46,081    128,980
   Income taxes............................       96,331      57,322    153,653
                                                 -------     -------    -------
                                               1,812,902     802,202  2,615,104
                                               ---------     -------  ---------
Operating income...........................      358,484     157,394    515,878

Other income and deductions:
   Allowance for equity funds used during 
     construction                                    757         179        936
   Miscellaneous income and deductions - net     (19,015)    (10,202)   (29,217)
                                                 -------     -------    -------
                                                 (18,258)    (10,023)   (28,281)

Interest charges:
   Interest on long-term debt..............       92,205      46,096    138,301
   Amortization of debt discount and expense
     less premium .........................        3,621       2,145      5,766
   Other interest..........................       57,398       6,241     63,639
   Allowance for borrowed funds used during
     construction                                 (3,344)     (2,601)    (5,945)
   Dividend requirements on preferred stock
     of subsidiaries                                   -       1,526     13,495
                                                     ---       -----     ------
                                                 149,880      53,407    215,256
                                                 -------      ------    -------
Net income.................................      190,346      93,964    272,341
Dividend requirements on preferred stock...       11,848         121          -
                                                 -------     -------    -------
Earnings available for common stock........     $178,498     $93,843   $272,341
                                                ========     =======   ========

Weighted average common shares outstanding (2)    64,187      40,918    103,059
                                                  ======      ======    =======

Earnings per weighted average share of common
  stock outstanding .......................        $2.78       $2.29      $2.64
                                                   =====       =====      =====

        The accompanying notes to unaudited pro forma combined financial
               information are an integral part of this statement.




                                       12
<PAGE>


                           NEW CENTURY ENERGIES, INC.
               UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
                 (Thousands of Dollars, Except per Share Data)
                          Year ended December 31, 1995


                                                  PSCo       SPS       Pro Forma
                                                  ----       ---       ---------

Operating revenues:
   Electric................................   $1,449,096  $ 852,510  $2,301,606
   Gas.....................................      624,585          -     624,585
   Other...................................       36,920     42,623      79,543
                                                 -------    -------     -------
                                               2,110,601    895,133   3,005,734
Operating expenses:
   Fuel used in generation.................      181,995    376,544     558,539
   Purchased power.........................      481,958      6,485     488,443
   Gas purchased for resale................      392,680          -     392,680
   Other operating expenses(3).............      346,025    137,892     483,917
   Maintenance.............................       64,069     28,656      92,725
   Depreciation and amortization...........      141,380     66,990     208,370
   Taxes (other than income taxes) ........       81,319     44,057     125,376
   Income taxes............................       95,357     69,840     165,197
                                                 -------    -------     -------
                                               1,784,783    730,464   2,515,247
                                               ---------    -------   ---------
Operating income...........................      325,818    164,669     490,487

Other income and deductions:
   Allowance for equity funds used during
     construction .........................        3,782        245       4,027
   Miscellaneous income and deductions - net (3)  (6,838)     2,026      (4,812)
                                                  ------      -----      ------
                                                  (3,056)     2,271        (785)

Interest charges:
   Interest on long-term debt..............       85,832     42,428     128,260
   Amortization of debt discount and expense
     less premium .........................        3,278      2,047       5,325
   Other interest..........................       58,109      2,475      60,584
   Allowance for borrowed funds used during 
     construction .........................       (3,313)    (2,744)     (6,057)
   Dividend requirements on preferred stock 
     of subsidiaries ......................            -          -      17,588
                                                 143,906     44,206     205,700
                                                 -------    -------     -------
Net income.................................      178,856    122,734     284,002
Dividend requirements on preferred stock...       11,963      5,625           -
                                                 -------    -------     -------
Earnings available for common stock........   $  166,893  $ 117,109  $  284,002
                                                ========   ========    ========

Weighted average common shares outstanding (2)    62,932     40,918     101,804
                                                 =======    =======     =======

Earnings per weighted average share of 
  common stock outstanding ................        $2.65      $2.86       $2.79
                                                   =====      =====       =====

        The accompanying notes to unaudited pro forma combined financial
               information are an integral part of this statement.




                                       13
<PAGE>


                           NEW CENTURY ENERGIES, INC.
               UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
                 (Thousands of Dollars, Except per Share Data)
                          Year ended December 31, 1994


                                                  PSCo       SPS       Pro Forma
                                                  ----       ---       ---------

Operating revenues:
   Electric................................   $1,399,836  $  824,008 $2,223,844
   Gas.....................................      624,922           -    624,922
   Other...................................       32,626      39,028     71,654
                                                 -------     -------    -------
                                               2,057,384     863,036  2,920,420

Operating expenses:
   Fuel used in generation.................      198,118     386,796    584,914
   Purchased power.........................      437,087       4,401    441,488
   Gas purchased for resale................      397,877           -    397,877
   Other operating expenses................      369,094     140,221    509,315
   Maintenance.............................       67,097      30,276     97,373
   Defueling and decommissioning...........       43,376           -     43,376
   Depreciation and amortization...........      139,035      60,232    199,267
   Taxes (other than income taxes) ........       86,408      42,993    129,401
   Income taxes............................       48,500      57,126    105,626
                                                 -------     -------    -------
                                               1,786,592     722,045  2,508,637
                                               ---------     -------  ---------
Operating income...........................      270,792     140,991    411,783
Other income and deductions:
   Allowance for equity funds used during
     construction ........................         3,140         179      3,319
   Gain on sale of WestGas Gathering, Inc.        34,485           -     34,485
   Miscellaneous income and deductions - net      (6,014)     (2,695)    (8,709)
                                                  -------     ------     ------
                                                  31,611      (2,516)    29,095

Interest charges:
   Interest on long-term debt..............       89,005      37,720    126,725
   Amortization of debt discount and expense
     less premium .........................        3,126       2,020      5,146
   Other interest..........................       44,021       2,406     46,427
   Allowance for borrowed funds used during
     construction .........................       (4,018)     (1,303)    (5,321)
   Dividend requirements on preferred stock
     of subsidiaries ......................            -           -     16,892
                                                     ---         ---     ------
                                                 132,134      40,843    189,869
                                                 -------      ------    -------
Net income.................................      170,269      97,632    251,009
Dividend requirements on preferred stock...       12,014       4,878          -
                                                 -------       -----       ----
Earnings available for common stock........   $  158,255  $   92,754  $ 251,009
                                              ==========  ==========  =========

Weighted average common shares outstanding (2)    61,547      40,918    100,419
                                                  ======      ======    =======

Earnings per weighted average share of 
     common stock outstanding .............        $2.57       $2.27      $2.50
                                                   =====       =====       =====

        The accompanying notes to unaudited pro forma combined financial
               information are an integral part of this statement.




                                       14
<PAGE>

                           NEW CENTURY ENERGIES, INC.

         Notes to Unaudited Pro Forma Combined Financial Information


      (1) The  unaudited  pro forma  combined  statements  of  income  have been
prepared from the historical  consolidated  financial statements of PSCo and SPS
and are presented as if the companies were combined during all periods presented
herein.  Certain  items have been  reclassified  on the  consolidated  financial
statements of SPS to conform with the NCE presentation.

      (2) The  unaudited pro forma  combined  balance  sheets and  statements of
income  reflect the  conversion of each  outstanding  share of PSCo Common Stock
into one share of NCE Common  Stock,  and each  outstanding  share of SPS Common
Stock into 0.95 of one share of NCE Common Stock in accordance with the terms of
the Merger.

      (3) There were no intercompany transactions and, accordingly, no pro forma
elimination adjustments were made.

      (4) For a discussion  regarding  material  commitments  and  contingencies
relating to PSCo and SPS, refer to their  respective 1996 Annual Reports on Form
10-K and SPS's Form 10-Q for the quarters  ended  February 28, 1997 and November
30, 1996 and PSCo's Forms 8-K filed during the first quarter of 1997.

      (5)  The  unaudited  pro  forma  combined  financial   statements  include
nonrecurring charges directly related to the Merger totaling  approximately $1.0
million for the three months ended March 31, 1997 and approximately $9.4 million
and $6.8 million for the years ended  December 31, 1996 and 1995,  respectively.
These nonrecurring charges include merger transaction costs and benefits expense
resulting from an  accelerated  vesting of certain  benefits.  The unaudited pro
forma combined statements of income do not reflect future  nonrecurring  charges
directly related to the Merger. Those costs are estimated to total approximately
$7.5  million  and $8.5  million at March 31,  1997 and at  December  31,  1996,
respectively.  The pro forma  combined  balance  sheets  at March  31,  1997 and
December 31, 1996 have been adjusted to include these items with the recognition
of additional current liabilities and the reduction of retained earnings.



                                       15