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) March 24, 1999

             Exact name of registrant as specified in its charter,
             State or other jurisdiction of incorporation or 
             organization, Address of principal executive offices and 
Commission   Registrant's Telephone Number,                         IRS Employer
File Number  including area code                              Identification No.
-----------  -------------------                              ------------------

1-12927      NEW CENTURY ENERGIES, INC.                            84-1334327
             (a Delaware Corporation)
             1225 17th Street
             Denver, Colorado  80202
             Telephone (303) 571-7511







<PAGE>


Item 5.  OTHER EVENTS

New Century  Energies,  Inc.  ("NCE") and Northern  States Power Company ("NSP")
held joint  meeting  with  financial  analysts on March 26, 1999 in New York and
Boston.  The  content  of the  meeting  is  summarized  in the  following  slide
presentation.



Additionally, the following Summary NCE-NSP Merger Information has been provided
to financial analysts with whom NCE communicates with on an on-going basis.



                        FORWARD LOOKING INFORMATION

The following  information  includes  "forward  looking  statements"  within the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities  Exchange  Act of  1934.  Investors  and  prospective  investors  are
cautioned that the forward-looking  statements  contained herein with respect to
the  revenues,   earnings,  capital  expenditures,   resolution  and  impact  of
litigation,  competitive performance, or other prospects for the business of New
Century Energies,  Inc., including any and all underlying  assumptions and other
statements that are other than statements of historical  fact, may be influenced
by  factors  that could  cause  actual  outcomes  and  results to be  materially
different  than  projected.  Such factors  include,  but are not limited to, the
effects of weather,  future economic  conditions,  the performance of generating
units,  fuel prices and  availability,  regulatory  decisions and the effects of
changes in state and federal laws, the pace of  deregulation  of domestic retail
natural  gas and  electricity  markets,  the  timing  and  extent  of  change in
commodity  prices for all forms of energy,  capital spending  requirements,  the
evolution of  competition,  earnings  retention  and dividend  payout  policies,
changes in  accounting  standards,  and other  factors.  From time to time,  New
Century Energies, Inc., may publish or otherwise make available  forward-looking
statements. All such subsequent forward-looking  statements,  whether written or
oral and  whether  made by or on  behalf  of each  company,  are also  expressly
qualified by these cautionary statements.


                                       1
<PAGE>
                               SLIDE PRESENTATION
SLIDE 1

[Graphics Omitted]  Cover page of NCE and NSP Company logos


SLIDE 2

                                 Creating Shareholder Value

-     Two Financially Strong, Competitive Companies

-     Strategic Merger of Equals

-     Platform For Growth

-     Acceleration of Earnings

SLIDE 3
                                    Terms of Transaction

                                                NSP          NCE
                                                ---          ---
Exchange Rate                                   1:1         1.55:1

Shares Outstanding (millions)                 153.1          114.9

% of Ownership                                  46%            54%

Dividend Rate                                      $1.50 per share
                                                    NCE dividend rate
                                               adjusted for exchange ratio

SLIDE 4
[MAP Omitted]

Description of Map: Map of the central United States,  identifying the states of
Colorado,  Texas,  New Mexico,  Kansas, Oklahoma and Wyoming and the NCE service
territories and identifying the states of Minnesota, North Dakota, South Dakota,
Wisconsin, Michigan and Arizona and the NSP service territories.


SLIDE 5
                                     Merger Statistics

Dollars in Billions
                              NSP            NCE           Combined
                              ---            ---           --------

Market Value*                 $4.1           $4.4            $8.5
Revenue
  Electric                    $2.3           $2.7            $5.0
  Gas                         $0.5           $0.8            $1.3
Total Assets                  $7.4           $7.7           $15.1

* As of 3/24/99
<PAGE>
SLIDE 6
                           Total US Regulated Generation Ranking


Bar chart showing Regulated Generation Ranking

Company               Thousands of Mw

Edison Int'l              15
New Company               15*
FPL Group                 16
Duke Energy               17
Texas Utilities           21
Southern Company          32


* Excluding 6,587 Mw non-regulated generation.

SLIDE 7
                             Transmission Net Plant Investment

Bar chart showing Transmission Net Plant Investment


Company                 Dollars in Billions

Con Edison                    1.1
FPL Group                     1.2
PG&E                          1.3
New Company                   1.4
Edison Int'l                  1.9
Southern Company              2.5

SLIDE 8
                                Customer Ranking - Regulated

Bar chart showing Customer Ranking

Company             Millions of Domestic Customers

Texas Utilities                4.0
Con Edison                     4.0
Edison Int'l                   4.2
New Company (electric & gas)   4.4*
PSE&G                          5.5
PG&E                           8.2

* Excludes 2.1 million international customers

<PAGE>

SLIDE 9

<TABLE>
<CAPTION>

                                  Non-regulated Operations

   Non-                                      Energy
regulated               Energy              Marketing
Generation             Services            and Trading           Other

<S>    <C>          <C>    <C>           <C>     <C>        <C>       <C>
NRG    Quixx        EMI    Planergy/      NSP    e prime    Seren     Utility Engineering
        ep3                Cadence                          Eloigne   Natural Fuels
                                                            Ultra
                                                             Power

6,340   247         $54       $9          $121     $255       $29       $114
 Mw     Mw          Million   Million    Million   Million    Million  Million
                    Sales     Sales      Sales     Sales      Sales    Sales


Combined:             Combined:             Combined:           Combined:
 6,587Mw              $63 million           $376 million        $143 million
</TABLE>


SLIDE 10
                                   Market Capitalization

Bar chart showing Market Capitalization


Company             Billions of Dollars

New Company              $8.6
Edison Int'l             $8.7
PSE&G                    $8.9
PECO Energy              $9.7
FPL Group                $10.4
Consolidated Edison      $11.1
PG&E                     $12.6
Texas Utilities          $12.9
Southern Co.             $18.1
Duke Energy              $21.0


SLIDE 11
                                    Shareholder Benefits
-   Strategic fit

-   Improves competitive position

-   Accretive first year

-   Increased EPS growth rate



<PAGE>

SLIDE 12
                           Merger Adds Significant EPS Growth


Line Graph  Chart showing ranges of estimated EPS Growth Rates.

7-9% Growth Rate             5-7% Growth Rate      
With Merger                   Without Merger   
EPS Index         Year         EPS Index
---------         ----         ---------

100              2000            100   

107-109          2001            105-107

115-119          2002            110-115

123-130          2003            115-123

131-141          2004            121-131

140-154          2005            126-140


SLIDE 13
                                   Bond Rating

                                       NSP        PSC       SPS
                                       ---        ---       ---
Standard & Poor's                      AA          A         A

Moody's                                Aa3         A3        Aa2

Fitch                                  AA

Duff & Phelps                                      A         AA


SLIDE 14
                                 Creating Shareholder Value


 -     Two Financially Strong, Competitive Companies

 -     Strategic Merger of Equals

 -     Platform For Growth

 -     Acceleration of Earnings


SLIDE 15

[MAP Omitted]

Description of Map: Map of the Central United States,  identifying the states of
Colorado,  Texas,  New Mexico,  Kansas, Oklahoma and Wyoming and the NCE service
territories and identifying the states of Minnesota, North Dakota, South Dakota,
Wisconsin, Michigan and Arizona and the NSP service territories.


SLIDE 16

[Graphics Omitted]  Cover page of NCE and NSP Company logos

<PAGE>
March 26, 1999




Dear Analyst:

As you know,  it's been a busy week for us with  announcements  and phone  calls
about our  proposed  merger  with  Northern  States  Power.  Because of all that
activity, there's been considerable information shared in many different places.
We  thought  it would be useful to you for us to pull it all  together  into one
handy reference sheet.


The document is attached,  filled with facts and figures about our companies and
the benefits to everyone of our combining in a true merger of equals.

Thank  you for all  your  interest  in our  announcement.  If you  need  further
information or wish to contact us with comments or concerns,  please call either
Mike Pritchard on 303-294-2588 or Bob Husted on 303-294-2550.

Sincerely,



/s/ Richard C. Kelly
Richard C. Kelly
Executive Vice President
and CFO

Enclosures


<PAGE>

                           New Century Energies, Inc.
                       Summary NCE-NSP Merger Information
                                 March 26, 1999



1) NCE & NSP PROFILES - The  underlying  fundamentals  of the two  companies are
   very strong.
     a)   Above-average  estimated  earnings  per share  growth  rates (based on
          analyst consensus)
     b)   Below-average production costs and retail rates
     c)   Above-average customer growth rates
     d)   Strong credit positions and business profiles
     e)   Healthy regulatory environments
     f)   Best quartile operators in significantly all categories
     g)   No anticipated stranded costs

2) MERGER SAVINGS
     a)   $1.1 billion in synergies for regulated business operations
          i)   Both companies are committed to achieving these savings
          ii)  NCE has  successful  track record at delivering  what it promised
               (and a good deal more)
          iii) Announced synergies are at the lower end of the range observed in
               other transactions (and are readily achievable)
          iv)  Major categories include:
               (1)  Duplicate operations
               (2)  Purchasing economies
               (3)  Information technology system integration
               (4)  Fuel and fuel transportation economies
               (5)  Geographic advantages
          v)   Synergies are primarily based on duplicate functions and systems
               (1)  Relatively evenly spread out over 10-year period
               (2)  Not dependent on geography for achievement
               (3)  Not capital intensive
     b)   Additional synergies can be achieved through:
          i)   Non-regulated cost savings
          ii)  Non-regulated revenue enhancements (especially at NRG)
          iii) Independent transmission company
               (1)  Will facilitate the movement of power and the sharing of the
                    benefits of both companies' generation
               (2)  50 MW of power has been transmitted  prior to the merger and
                    additional amounts can be transferred now that NCE & NSP can
                    operate publicly

3)   SHAREHOLDER VALUE GROWTH - By combining the complementary  strengths of the
     two companies, the potential for value creation is improved.
     a)   Enhanced earnings per share growth rate
     b)   Accretive to both companies' earnings per share in the first full year
          after completion & thereafter
          i)   Excluding costs to achieve written off in first year
          ii)  Assuming 50% retention of annual synergies
     c)   Expected P/E multiple expansion
     d)   Critical mass in non-regulated assets

4)   METRICS
     a)   Creates one of the nation's largest, best-positioned,  global electric
          & gas energy companies:
          i)   Market value - 10th largest  electric & gas energy company in the
               nation
          ii)  Electric generating capacity - 21,720 MW total
               (1)  15,133 MW of regulated generation (5th largest)
                    (a)  Well-run, low-cost, high-rated nuclear facilities
               (2)  11th largest IPP in the world (NRG)
          iii) Distribution   operations  -  3rd  largest  in  total  number  of
               customers served

<PAGE>

          iv)  Electric customers
               (1)  3.1 million in the U.S. (8th largest)
               (2)  2.1 million in the U.K.
          v)   Gas customers
               (1)  1.5 million in the U.S. (10th largest)
          vi)  Energy Masters and Planergy combined will form one of the largest
               energy services firms in the nation
     b)   Better  positions  merged  company  to  participate  in  the  emerging
          competitive market and capitalize on growth opportunities
     c)   Metric conclusions:
          i)   Combining two low-cost, very competitive companies
          ii)  Positioned to stay ahead of competition
          iii) Maintain good relationships with regulatory commissions
          iv)  Creating a combined company with critical mass to control destiny
               in all segments of business

5)   BENEFITS OF SCALE
     a)   Economies of scale
          i)   Corporate infrastructure costs for deregulated market
          ii)  Product development costs
          iii) Administrative and corporate functions
          iv)  Intra-company transfer of best practices
     b)   Increased purchasing power
          i)   Fuel - coal and gas
          ii)  Purchased power
         iii)  Fuel transportation
          iv)  Products for resale
           v)  Operating and construction materials
     c)   Stronger financial position
          i)   Flexibility to fund growth
          ii)  Lower cost of capital
          iii) Provides  higher  earnings  power  and cash  flow to fund  strong
               expansion of business with less external financing
          iv)  Greater common stock float, liquidity and analyst following
          v)   Size to participate in larger transactions
          vi)  Reduced future common stock issuance/dilution

6)  MARKET REACH
     a)   Operations in very active markets --low-cost, high-growth electric and
          gas  customer   base  with  fast   growing,   profitable non-regulated
          international  and  domestic  operations  which  are  situated  in and
          adjacent  to some of the  fastest  growing  commercial  markets in the
          world.
          i)   Canada to Mexico
          ii)  California to New York
          iii) United Kingdom
          iv)  Australia
          v)   Southern cone of South America
          vi)  Central Europe

7)   DIVERSIFIED RISKS
     a)   Expanded  asset mix in a variety of  economies  around the world which
          are positioned to fully develop businesses around the assets
          i)   Diversification  reduces the overall  risk of the  enterprise  as
               domestic markets head toward competition
          ii)  Operate in low-risk, high-quality foreign markets
     b)   Improved risk profile due to diversity of geography,  fuel, regulation
          and economies
          i)   Greater  financial  stability  and less  vulnerable  to  cyclical
               swings and disruptions
     c)   Load and customer diversity

<PAGE>

     d)   Expands marketing and trading activities through a broader asset base
     e)   Nuclear assets are reduced to 7% of combined generating capacity

8)    COMPLETION ISSUES
     a)   Preliminary  conversations  with regulators and politicians  have been
          positive
     b)   Public  Utility  Holding  Company  Act  issues  have  been  thoroughly
          researched  and believe  approval can and will be obtained in a timely
          basis
     c)   No FERC market power issues  expected, likely to be able to fast-track
          and avoid hearings
     d)   Less   local/neighboring   company  opposition   expected  given  that
          transaction is pan-regional
          i)   Should be less threatening to direct neighbors

<PAGE>

                                   SIGNATURES


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.



                                         NEW CENTURY ENERGIES, INC.


                                             /s/Teresa S. Madden
                                          -----------------------------
                                              Teresa S. Madden
                                               Controller and
                                         Principal Accounting Officer



 


 


Dated:   March 26, 1999
[{"type": "8-K", "sequence": "1", "description": "8-K FOR NCE/NSP ANALYST MEETING ON 3/26/99", "secsgml_size_bytes": 18259}]
{"company-data": {"conformed-name": "NEW CENTURY ENERGIES INC", "cik": "0001004858", "assigned-sic": "4931", "irs-number": "841334327", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12927", "film-number": "99575240"}, "business-address": {"street1": "1225 17TH ST", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3035717511"}, "mail-address": {"street1": "1225 17TH ST", "city": "DENVER", "state": "CO", "zip": "80202"}}
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) March 24, 1999

             Exact name of registrant as specified in its charter,
             State or other jurisdiction of incorporation or 
             organization, Address of principal executive offices and 
Commission   Registrant's Telephone Number,                         IRS Employer
File Number  including area code                              Identification No.
-----------  -------------------                              ------------------

1-12927      NEW CENTURY ENERGIES, INC.                            84-1334327
             (a Delaware Corporation)
             1225 17th Street
             Denver, Colorado  80202
             Telephone (303) 571-7511
Item 5.  OTHER EVENTS

New Century  Energies,  Inc.  ("NCE") and Northern  States Power Company ("NSP")
held joint  meeting  with  financial  analysts on March 26, 1999 in New York and
Boston.  The  content  of the  meeting  is  summarized  in the  following  slide
presentation.

Additionally, the following Summary NCE-NSP Merger Information has been provided
to financial analysts with whom NCE communicates with on an on-going basis.

                        FORWARD LOOKING INFORMATION

The following  information  includes  "forward  looking  statements"  within the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities  Exchange  Act of  1934.  Investors  and  prospective  investors  are
cautioned that the forward-looking  statements  contained herein with respect to
the  revenues,   earnings,  capital  expenditures,   resolution  and  impact  of
litigation,  competitive performance, or other prospects for the business of New
Century Energies,  Inc., including any and all underlying  assumptions and other
statements that are other than statements of historical  fact, may be influenced
by  factors  that could  cause  actual  outcomes  and  results to be  materially
different  than  projected.  Such factors  include,  but are not limited to, the
effects of weather,  future economic  conditions,  the performance of generating
units,  fuel prices and  availability,  regulatory  decisions and the effects of
changes in state and federal laws, the pace of  deregulation  of domestic retail
natural  gas and  electricity  markets,  the  timing  and  extent  of  change in
commodity  prices for all forms of energy,  capital spending  requirements,  the
evolution of  competition,  earnings  retention  and dividend  payout  policies,
changes in  accounting  standards,  and other  factors.  From time to time,  New
Century Energies, Inc., may publish or otherwise make available  forward-looking
statements. All such subsequent forward-looking  statements,  whether written or
oral and  whether  made by or on  behalf  of each  company,  are also  expressly
qualified by these cautionary statements.

                                       1
SLIDE PRESENTATION
SLIDE 1

[Graphics Omitted]  Cover page of NCE and NSP Company logos

SLIDE 2

                                 Creating Shareholder Value

-     Two Financially Strong, Competitive Companies

-     Strategic Merger of Equals

-     Platform For Growth

-     Acceleration of Earnings

SLIDE 3
                                    Terms of Transaction

                                                NSP          NCE
                                                ---          ---
Exchange Rate                                   1:1         1.55:1

Shares Outstanding (millions)                 153.1          114.9

% of Ownership                                  46%            54%

Dividend Rate                                      $1.50 per share
                                                    NCE dividend rate
                                               adjusted for exchange ratio

SLIDE 4
[MAP Omitted]

Description of Map: Map of the central United States,  identifying the states of
Colorado,  Texas,  New Mexico,  Kansas, Oklahoma and Wyoming and the NCE service
territories and identifying the states of Minnesota, North Dakota, South Dakota,
Wisconsin, Michigan and Arizona and the NSP service territories.

SLIDE 5
                                     Merger Statistics

Dollars in Billions
                              NSP            NCE           Combined
                              ---            ---           --------

Market Value*                 $4.1           $4.4            $8.5
Revenue
  Electric                    $2.3           $2.7            $5.0
  Gas                         $0.5           $0.8            $1.3
Total Assets                  $7.4           $7.7           $15.1

* As of 3/24/99
SLIDE 6
                           Total US Regulated Generation Ranking

Bar chart showing Regulated Generation Ranking

Company               Thousands of Mw

Edison Int'l              15
New Company               15*
FPL Group                 16
Duke Energy               17
Texas Utilities           21
Southern Company          32

* Excluding 6,587 Mw non-regulated generation.

SLIDE 7
                             Transmission Net Plant Investment

Bar chart showing Transmission Net Plant Investment

Company                 Dollars in Billions

Con Edison                    1.1
FPL Group                     1.2
PG&E                          1.3
New Company                   1.4
Edison Int'l                  1.9
Southern Company              2.5

SLIDE 8
                                Customer Ranking - Regulated

Bar chart showing Customer Ranking

Company             Millions of Domestic Customers

Texas Utilities                4.0
Con Edison                     4.0
Edison Int'l                   4.2
New Company (electric & gas)   4.4*
PSE&G                          5.5
PG&E                           8.2

* Excludes 2.1 million international customers
SLIDE 9
Non-regulated Operations

   Non-                                      Energy
regulated               Energy              Marketing
Generation             Services            and Trading           Other
NRG    Quixx        EMI    Planergy/      NSP    e prime    Seren     Utility Engineering
        ep3                Cadence                          Eloigne   Natural Fuels
                                                            Ultra
                                                             Power

6,340   247         $54       $9          $121     $255       $29       $114
 Mw     Mw          Million   Million    Million   Million    Million  Million
                    Sales     Sales      Sales     Sales      Sales    Sales

Combined:             Combined:             Combined:           Combined:
 6,587Mw              $63 million           $376 million        $143 million
SLIDE 10
                                   Market Capitalization

Bar chart showing Market Capitalization

Company             Billions of Dollars

New Company              $8.6
Edison Int'l             $8.7
PSE&G                    $8.9
PECO Energy              $9.7
FPL Group                $10.4
Consolidated Edison      $11.1
PG&E                     $12.6
Texas Utilities          $12.9
Southern Co.             $18.1
Duke Energy              $21.0

SLIDE 11
                                    Shareholder Benefits
-   Strategic fit

-   Improves competitive position

-   Accretive first year

-   Increased EPS growth rate
SLIDE 12
                           Merger Adds Significant EPS Growth

Line Graph  Chart showing ranges of estimated EPS Growth Rates.

7-9% Growth Rate             5-7% Growth Rate      
With Merger                   Without Merger   
EPS Index         Year         EPS Index
---------         ----         ---------

100              2000            100   

107-109          2001            105-107

115-119          2002            110-115

123-130          2003            115-123

131-141          2004            121-131

140-154          2005            126-140

SLIDE 13
                                   Bond Rating

                                       NSP        PSC       SPS
                                       ---        ---       ---
Standard & Poor's                      AA          A         A

Moody's                                Aa3         A3        Aa2

Fitch                                  AA

Duff & Phelps                                      A         AA

SLIDE 14
                                 Creating Shareholder Value

 -     Two Financially Strong, Competitive Companies

 -     Strategic Merger of Equals

 -     Platform For Growth

 -     Acceleration of Earnings

SLIDE 15

[MAP Omitted]

Description of Map: Map of the Central United States,  identifying the states of
Colorado,  Texas,  New Mexico,  Kansas, Oklahoma and Wyoming and the NCE service
territories and identifying the states of Minnesota, North Dakota, South Dakota,
Wisconsin, Michigan and Arizona and the NSP service territories.

SLIDE 16

[Graphics Omitted]  Cover page of NCE and NSP Company logos
March 26, 1999

Dear Analyst:

As you know,  it's been a busy week for us with  announcements  and phone  calls
about our  proposed  merger  with  Northern  States  Power.  Because of all that
activity, there's been considerable information shared in many different places.
We  thought  it would be useful to you for us to pull it all  together  into one
handy reference sheet.

The document is attached,  filled with facts and figures about our companies and
the benefits to everyone of our combining in a true merger of equals.

Thank  you for all  your  interest  in our  announcement.  If you  need  further
information or wish to contact us with comments or concerns,  please call either
Mike Pritchard on 303-294-2588 or Bob Husted on 303-294-2550.

Sincerely,

/s/ Richard C. Kelly
Richard C. Kelly
Executive Vice President
and CFO

Enclosures
New Century Energies, Inc.
                       Summary NCE-NSP Merger Information
                                 March 26, 1999

1) NCE & NSP PROFILES - The  underlying  fundamentals  of the two  companies are
   very strong.
     a)   Above-average  estimated  earnings  per share  growth  rates (based on
          analyst consensus)
     b)   Below-average production costs and retail rates
     c)   Above-average customer growth rates
     d)   Strong credit positions and business profiles
     e)   Healthy regulatory environments
     f)   Best quartile operators in significantly all categories
     g)   No anticipated stranded costs

2) MERGER SAVINGS
     a)   $1.1 billion in synergies for regulated business operations
          i)   Both companies are committed to achieving these savings
          ii)  NCE has  successful  track record at delivering  what it promised
               (and a good deal more)
          iii) Announced synergies are at the lower end of the range observed in
               other transactions (and are readily achievable)
          iv)  Major categories include:
               (1)  Duplicate operations
               (2)  Purchasing economies
               (3)  Information technology system integration
               (4)  Fuel and fuel transportation economies
               (5)  Geographic advantages
          v)   Synergies are primarily based on duplicate functions and systems
               (1)  Relatively evenly spread out over 10-year period
               (2)  Not dependent on geography for achievement
               (3)  Not capital intensive
     b)   Additional synergies can be achieved through:
          i)   Non-regulated cost savings
          ii)  Non-regulated revenue enhancements (especially at NRG)
          iii) Independent transmission company
               (1)  Will facilitate the movement of power and the sharing of the
                    benefits of both companies' generation
               (2)  50 MW of power has been transmitted  prior to the merger and
                    additional amounts can be transferred now that NCE & NSP can
                    operate publicly

3)   SHAREHOLDER VALUE GROWTH - By combining the complementary  strengths of the
     two companies, the potential for value creation is improved.
     a)   Enhanced earnings per share growth rate
     b)   Accretive to both companies' earnings per share in the first full year
          after completion & thereafter
          i)   Excluding costs to achieve written off in first year
          ii)  Assuming 50% retention of annual synergies
     c)   Expected P/E multiple expansion
     d)   Critical mass in non-regulated assets

4)   METRICS
     a)   Creates one of the nation's largest, best-positioned,  global electric
          & gas energy companies:
          i)   Market value - 10th largest  electric & gas energy company in the
               nation
          ii)  Electric generating capacity - 21,720 MW total
               (1)  15,133 MW of regulated generation (5th largest)
                    (a)  Well-run, low-cost, high-rated nuclear facilities
               (2)  11th largest IPP in the world (NRG)
          iii) Distribution   operations  -  3rd  largest  in  total  number  of
               customers served
iv)  Electric customers
               (1)  3.1 million in the U.S. (8th largest)
               (2)  2.1 million in the U.K.
          v)   Gas customers
               (1)  1.5 million in the U.S. (10th largest)
          vi)  Energy Masters and Planergy combined will form one of the largest
               energy services firms in the nation
     b)   Better  positions  merged  company  to  participate  in  the  emerging
          competitive market and capitalize on growth opportunities
     c)   Metric conclusions:
          i)   Combining two low-cost, very competitive companies
          ii)  Positioned to stay ahead of competition
          iii) Maintain good relationships with regulatory commissions
          iv)  Creating a combined company with critical mass to control destiny
               in all segments of business

5)   BENEFITS OF SCALE
     a)   Economies of scale
          i)   Corporate infrastructure costs for deregulated market
          ii)  Product development costs
          iii) Administrative and corporate functions
          iv)  Intra-company transfer of best practices
     b)   Increased purchasing power
          i)   Fuel - coal and gas
          ii)  Purchased power
         iii)  Fuel transportation
          iv)  Products for resale
           v)  Operating and construction materials
     c)   Stronger financial position
          i)   Flexibility to fund growth
          ii)  Lower cost of capital
          iii) Provides  higher  earnings  power  and cash  flow to fund  strong
               expansion of business with less external financing
          iv)  Greater common stock float, liquidity and analyst following
          v)   Size to participate in larger transactions
          vi)  Reduced future common stock issuance/dilution

6)  MARKET REACH
     a)   Operations in very active markets --low-cost, high-growth electric and
          gas  customer   base  with  fast   growing,   profitable non-regulated
          international  and  domestic  operations  which  are  situated  in and
          adjacent  to some of the  fastest  growing  commercial  markets in the
          world.
          i)   Canada to Mexico
          ii)  California to New York
          iii) United Kingdom
          iv)  Australia
          v)   Southern cone of South America
          vi)  Central Europe

7)   DIVERSIFIED RISKS
     a)   Expanded  asset mix in a variety of  economies  around the world which
          are positioned to fully develop businesses around the assets
          i)   Diversification  reduces the overall  risk of the  enterprise  as
               domestic markets head toward competition
          ii)  Operate in low-risk, high-quality foreign markets
     b)   Improved risk profile due to diversity of geography,  fuel, regulation
          and economies
          i)   Greater  financial  stability  and less  vulnerable  to  cyclical
               swings and disruptions
     c)   Load and customer diversity
d)   Expands marketing and trading activities through a broader asset base
     e)   Nuclear assets are reduced to 7% of combined generating capacity

8)    COMPLETION ISSUES
     a)   Preliminary  conversations  with regulators and politicians  have been
          positive
     b)   Public  Utility  Holding  Company  Act  issues  have  been  thoroughly
          researched  and believe  approval can and will be obtained in a timely
          basis
     c)   No FERC market power issues  expected, likely to be able to fast-track
          and avoid hearings
     d)   Less   local/neighboring   company  opposition   expected  given  that
          transaction is pan-regional
          i)   Should be less threatening to direct neighbors
SIGNATURES

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.

                                         NEW CENTURY ENERGIES, INC.

                                             /s/Teresa S. Madden
                                          -----------------------------
                                              Teresa S. Madden
                                               Controller and
                                         Principal Accounting Officer

 

 

Dated:   March 26, 1999