SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C.   20549

                              FORM 8-K

                           CURRENT REPORT
              PURSUANT TO SECTION 13 or 15(d) of the 
                  SECURITIES EXCHANGE ACT OF 1934

   Date of Report  (date of earliest event reported) January 31, 1996

                 PUBLIC SERVICE COMPANY OF COLORADO
              ________________________________________
         (exact name of registrant as specified in charter)


                              Colorado
                        ____________________
                   (State or other jurisdiction 
                         of incorporation)


            1-3280                               84-0296600
           ________________                   _________________
        (Commission File No.)                  (IRS Employer
                                              Identification No.)


      1225 Seventeenth Street, Denver,  Colorado       80202
   __________________________________________________________
      (Address of principal executive offices)      (Zip Code)


   Registrant's telephone number, including area code  (303) 571-7511




   ITEM 5.   Other Events

        On January 31, 1996, at  separate meetings of
   shareholders, the holders of Public Service Company of
   Colorado ("PSCo") Common Stock, PSCo Preferred Stock and
   Southwestern Public Service Company ("SPS") Common Stock
   approved an agreement and plan of reorganization, as amended
   (the "Merger Agreement").  Pursuant to such Merger Agreement,
   the holders of PSCo Common Stock and SPS Common Stock will
   become holders of common stock of New Century Energies, Inc.
   ("NCE"), upon the completion of the mergers of two wholly-
   owned subsidiaries of NCE into PSCo and SPS, respectively (the
   "Mergers").  As a result of the Mergers, NCE will become the
   holding company for PSCo and SPS registered under the Public
   Utility Holding Company Act of 1935, as amended (the "1935
   Act").

        As part of the Mergers, each outstanding share of PSCo
   Common Stock, par value $5.00 per share, will be canceled and
   converted into the right to receive 1.00 share of NCE common
   stock, par value $1.00 per share, and each outstanding share
   of SPS common stock, par value $1.00 per share, 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 shares of common stock outstanding and SPS had
   40.9 million common shares outstanding.  Based on such
   capitalization, the Merger would result in the common
   shareholders of PSCo owning 62% of the common equity of NCE
   and the common shareholders of SPS owning 38% of the common
   equity of NCE.  The Merger Agreement and the Mergers will not
   affect the debt, including mortgage bonds and shares of
   preferred stock of PSCo and SPS outstanding at the time of
   Mergers.

        The Mergers are subject to customary closing conditions,
   including, without limitation, 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 and the approval of the Federal Energy
   Regulatory Commission ("FERC"), the Securities and Exchange
   Commission ("SEC") under the 1935 Act,  the Nuclear Regulatory
   Commission, and the filing of the  requisite notification with
   the Federal Trade Commission and the Department of Justice
   under the Hart-Scott-Rodino Antitrust Improvements Act of
   1976, as amended, and the expiration of the applicable period
   thereunder.  Applications to the state regulatory commissions, 

   


   the FERC and the SEC have been filed and, on November 28,
   1995, the Kansas Corporation Commission issued an order
   granting SPS s request for authority for the issuance of
   common stock to NCE pursuant to the Merger Agreement.  It is
   expected the regulatory process will be completed in third
   quarter 1996. 

        NCE will serve approximately 1.5 million electric
   customers in Colorado, Texas, New Mexico, Wyoming, Oklahoma
   and Kansas and will provide natural gas service to 963,000
   customers in Colorado and Wyoming.  The business of NCE will
   consist of utility operations and various non-utility
   enterprises.

   


                             SIGNATURE


   Pursuant to the requirements of the Securities Exchange Act of
   1934,  the registrant has duly caused this report to be signed
   on its behalf by the undersigned, thereunto duly authorized.




                            PUBLIC SERVICE COMPANY OF COLORADO

                                      /s/ R. C. Kelly
                                 _____________________________
                                           R. C. Kelly
                                 Senior Vice President, Finance, 
                             Treasurer and Chief Financial Officer


   Dated:     February 1, 1996