SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.

                                   FORM U-6B-2

                           Certificate of Notification

Filed by a registered holding company or subsidiary thereof pursuant to Rule
U-20-(d) [Reg. ss.250.20, P. 36,652] or U-47 [Reg. ss.250.47, P. 36,620] adopted
under the Public Utility Holding Company Act of 1935.

Certificate is filed by:  PS Colorado Credit Corporation (the "Company").

This certificate is notice that the above named company has issued, renewed or
guaranteed the security or securities described herein which issue, renewal or
guaranty was exempted from the provisions of Section 6(a) of the Act and was
neither the subject of a declaration or application on Form U-1 nor included
within the exemption provided by Rule U-48 [Reg. ss.250.48, P. 36,621].

1.    Type of the security or securities:
      Medium Term Note, Series A - unsecured

2.    Issue, Renewal or guaranty:
      Issue

3.    Principal amount of the security:
      $100,000,000

4.    Rate of interest per annum of the security:
      3 Month LIBOR + 65 basis points

5.    Date of issue, renewal or guaranty of each security:
      May 30, 2000

6.    If renewal of security, give date of original issue:
      Not applicable

7.    Date of maturity of each security:
      May 30, 2002

8.    Name of the person to whom each security was issued, renewed
      or guaranteed:

      a)  Qualified Institutional Buyers - private placement

9.    Collateral given with each security, if any:  Not applicable

10.   Consideration received for each security:

      a)  $100,000,000

11.   Application of proceeds of each security:

      a)  Net proceeds used to finance the purchase of receivables from Public
          Service Company of Colorado and to refinance existing debt.

12.   Indicate by a check after the applicable statement below whether the
      issue, renewal or guaranty of each security was exempt from the provisions
      of Section 6(a) because of:

      a)  the provisions contained in the first sentence of Section 6(b):
          Not applicable
      b)  the provisions contained in fourth sentence of Section 6(b):
          Not applicable
      c)  the provisions contained in any rule of the commission other than
          Rule U-48:
          Applicable

13.   If the security or securities were exempt from the provisions of 6(a)
      by virtue of the first sentence of Section 6(b), give the figures which
      indicate that the security or securities aggregate (together with all
      other than outstanding notes and drafts of a maturity of nine months or
      less, exclusive of days of grace, as to which such company is primarily
      or secondarily liable) not more than 5 percentum of the principal amount
      and par value of the other securities of such company then outstanding.
      (Demand notes, regardless of how long they may have been outstanding,
      shall be considered as maturing in not more than nine months for purposes
      of the exemption from Section 6(a) or the Act granted by the first
      sentence of Section 6(b).

      Not applicable.

14.   If the security or securities are exempt from the provisions of Section
      6(a) because of the fourth sentence of Section 6(b), name the security
      outstanding on January 1, 1935, pursuant to the terms of which the
      security or securities herein described have been issued.

      Not applicable.

15.   If the security or securities are exempt from the  provisions of Section
      6(a) because of any rule of the Commission other than Rule U-48 [Reg.
      ss.250.48, P. 36,621] designate the rule under which exemption is claimed.

      Rule 52(b)


                                    PS Colorado Credit Corporation

                                    By:   /s/ Nancy E. Felker
                                              Nancy E. Felker
                                              Treasurer

   Date:    May 30, 2000





   May 30, 2000

   Securities and Exchange Commission
   450 Fifth Street, N.W.
   Washington, D.C. 20549

                  Re:   PS Colorado Credit Corporation

   Gentlemen/Ladies:

   Please find the transmitted Certificate of Notification filed pursuant to
   Rule U-20-(d) of the Public Utility Holding Company Act of 1935.

   Sincerely

   PS Colorado Credit Corporation

   By: /s/ Nancy E. Felker
           Nancy E. Felker
           Treasurer