ex25a.htm

Exhibit 25(a)

securities and exchange commission

Washington, D.C. 20549

__________________________

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

_______________________________________________________

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

K. Wendy Kumar

U.S. Bank National Association

100 Wall Street

New York, NY 10005

(212) 361-2535

(Name, address and telephone number of agent for service)

Public Service Company of Colorado

(Issuer with respect to the Securities)

Colorado	84-0296600
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1800 Larimer Street Denver, CO	80202-5533
(Address of Principal Executive Offices)	(Zip Code)

First Mortgage Bonds

FORM T-1

Item 1.

GENERAL INFORMATION. Furnish the following information as to the Trustee.

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.

AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15

Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.

LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

A copy of the Articles of Association of the Trustee.*

A copy of the certificate of authority of the Trustee to commence business.*

A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

A copy of the existing bylaws of the Trustee.**

A copy of each Indenture referred to in Item 4. Not applicable.

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

Report of Condition of the Trustee as of June 30, 2010 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-159463 filed on August 24, 2009.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, State of New York on the 4th of November, 2010.

		By:	/s/ K. Wendy Kumar
			K. Wendy Kumar Vice President

By:	/s/ Beverly Freeney
	Beverly Freeney Vice President

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: November 4th, 2010

		By:	/s/ K. Wendy Kumar
			K. Wendy Kumar Vice President

By:	/s/ K. Wendy Kumar
	K. Wendy Kumar Vice President

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

Exhibit 7

As of 6/30/2010

($000’s)

		6/30/2010
Assets
	Cash and Balances Due From Depository Institutions	$	5,021,509
	Securities		46,751,442
	Federal Funds		4,344,927
	Loans & Lease Financing Receivables		182,237,162
	Fixed Assets		5,440,512
	Intangible Assets		13,006,313
	Other Assets		21,662,778
	Total Assets	$	278,464,643

Liabilities
	Deposits	$	191,033,345
	Fed Funds		11,079,681
	Treasury Demand Notes		0
	Trading Liabilities		437,280
	Other Borrowed Money		32,340,366
	Acceptances		0
	Subordinated Notes and Debentures		8,129,967
	Other Liabilities		7,450,842
	Total Liabilities	$	250,471,481

Equity
	Minority Interest in Subsidiaries	$	1,704,554
	Common and Preferred Stock		18,200
	Surplus		12,636,872
	Undivided Profits		13,633,536
	Total Equity Capital	$	27,993,162

Total Liabilities and Equity Capital		$	278,464,643

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By:	/s/ K. Wendy Kumar
	Vice President

Date: November 4th, 2010