U.S. SECURITIES AND EXCHANGE COMMISSION

QUARTERLY REPORT PURSUANT TO RULE 58 OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

For the quarterly period ended June 30, 2004

Xcel Energy Inc.

800 Nicollet Mall, Minneapolis, Minnesota 55402
(Address of Principal Executives Offices)

Inquiries concerning this Form U-9C-3
may be directed to either:

Teresa S. Madden
Vice President and Controller
Xcel Energy Inc.
414 Nicollet Mall
Minneapolis, MN 55401
(612) 330-6177

or

Michael C. Connelly
Deputy General Counsel
Xcel Energy Inc.
800 Nicollet Mall
Minneapolis, MN 55402
(612) 215-4580

XCEL ENERGY INC.
FORM U-9C-3
For the Quarter Ended June 30, 2004

Table of Contents

Item 1. — ORGANIZATION CHART

1

(a) Directly and/or indirectly holds securities in energy/gas related companies.
# — new entity
* — inactive entity
LP: Limited Partner, GP: General Partner.

2

Narrative Description of Activities for Reporting Period

Cadence Network Inc. — Cadence Network Inc. provides a single source for both energy management services and products designed to lower energy costs for national companies that operate at multiple locations.

Planergy International Inc. and subsidiaries – Planergy International Inc. consists of operating subsidiaries providing energy management, consulting and demand side management services to industrial, commercial, utility and municipal customers.

Texas-Ohio Pipeline Inc. – Small pipeline company that connects two major interstate pipelines.

Utility Engineering Corporation – Utility Engineering Corporation is engaged in engineering, design, construction management and other miscellaneous services. On January 1, 2000, UE acquired Quixx Corporation (“Quixx”) and its subsidiaries from NC Enterprises. Quixx’s primary business is investing in and developing cogeneration and energy-related projects. Quixx also holds water rights and certain other non-utility assets. Quixx currently has several subsidiaries, most of which hold interests in various energy-related investments.

Quixx Linden LP — Quixx Linden LP owns a 23 Mw natural gas fired cogeneration facility in Linden, New Jersey. Quixxlin Corporation, a wholly-owned subsidiary of Quixx, holds a 0.5% general partnership interest in this partnership. Quixx also directly holds a 43.18% limited partnership interest in Quixx Linden, L.P.

Nuclear Management Company – Nuclear operating company that manages several nuclear plants for 5 different utilities.

Private Fuel Storage LLC – Storage facility of spent nuclear fuel in Utah.

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Item 2. — ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS

ISSUANCES AND RENEWALS OF SECURITIES (in thousands of dollars):

CAPITAL CONTRIBUTIONS (in thousands of dollars):

4

Item 3. — ASSOCIATED TRANSACTIONS

Part I. – Transactions performed by reporting companies on behalf of associate companies (in thousands of dollars).

Part II. – Transactions performed by associate companies on behalf of reporting companies (in thousands of dollars).

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Item 4. — SUMMARY OF AGGREGATE INVESTMENT

Investments in gas-related companies:

NONE

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Item 5. — OTHER INVESTMENTS (in thousands)

(a) Investments for these reporting companies, prior to March 23, 1997, were excluded from aggregate investments in Items 4. These reporting companies were subsidiaries, directly or indirectly, of Xcel Energy Inc.

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Item 6. — FINANCIAL STATEMENTS AND EXHIBITS

A.      Financial Statements:

Exhibit A-1 Financial statements of XERS Inc. for the three and six months ended June 30, 2004 — filed under confidential treatment pursuant to Rule 104(b).

Exhibit A-2 Financial statements of Cadence Network Inc. for the three and six months ended June 30, 2004 — filed under confidential treatment pursuant to Rule 104(b).

Exhibit A-3 Consolidated financial statements of Planergy International Inc. and subsidiaries for the three and six months ended June 30, 2004 - filed under confidential treatment pursuant to Rule 104(b).

Exhibit A-4 Financial statements of e prime Energy Marketing Inc. for the three and six months ended June 30, 2004 – filed under confidential treatment pursuant to Rule 104(b).

Exhibit A-5 Financial statements of e prime Florida Inc. for the three and six months ended June 30, 2004 – filed under confidential treatment pursuant to Rule 104(b).

Exhibit A-6 Financial statements of Texas-Ohio Pipeline Inc. for the three and six months ended June 30, 2004 – filed under confidential treatment pursuant to Rule 104(b).

Exhibit A-7 Consolidated financial statements of Utility Engineering Corporation and subsidiaries for the three and six months ended June 30, 2004 — filed under confidential treatment pursuant to Rule 104(b).

Exhibit A-8 Financial statements of Quixx Linden, LP for the three and six months ended June 30, 2004 — filed under confidential treatment pursuant to Rule 104(b).

Exhibit A-9 Consolidated financial statements of e prime Inc. and subsidiaries for the three and six months ended June 30, 2004 — filed under confidential treatment pursuant to Rule 104(b).

Exhibit A-10 Consolidated financial statements of Xcel Energy Performance Contracting, Inc. and subsidiaries for the three and six months ended June 30, 2004 — filed under confidential treatment pursuant to Rule 104(b).

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SIGNATURE

     The undersigned registered holding company has duly caused this quarterly report to be signed on its behalf by the undersigned officer thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935.

August 27, 2004

With the above signature, I also certify that the corresponding report on Form U-9C-3 for the second quarter of 2004 was filed with Xcel Energy Inc.’s interested state commissions whose names and addresses are listed below.

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