Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                  Public Service Enterprise Group Incorporated
             (Exact name of Registrant as specified in its charter)

       New Jersey                                        22-2625848
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                  80 Park Plaza
                                  P.O. Box 1171
                              Newark, NJ 07101-1171
                        (Address, including zip code, of
                    Registrant's principal executive offices)

                  Public Service Enterprise Group Incorporated
                          2004 Long-Term Incentive Plan
                              (Full title of plan)

                                   ----------

    Thomas M. O'Flynn                  or                 James T. Foran, Esq.
 Executive Vice President                              Associate General Counsel
and Chief Financial Officer

                                  80 Park Plaza
                                  P.O. Box 1171
                              Newark, NJ 07101-1171
                                 (973) 430-7000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title             Amount           Proposed         Proposed        Amount of
Of Each           to be            Maximum          Maximum         Registration
Class of          Registered       Offering         Aggregate       Fee
Securities                         Price            Offering
to be                              Per Unit(1)      Price(1)
Registered
================================================================================
Common Stock
Without
Par value         15,000,000       $40.90           $613,500,000    $77,730.45
                  Shares


----------
(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of determining the registration fee based on the average
of the high and low prices on October 29, 2004 for Common Stock without par
value of Public Service Enterprise Group Incorporated, as reported in the
consolidated reporting system.

<PAGE>

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

*Item 1. Plan Information

*Item 2. Registrant Information and Employee Plan Annual Information.

----------
* The information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The following documents have been filed by Registrant with the Securities
and Exchange Commission, and are already incorporated by reference in this
registration statement:

      (a)   Registrant's Annual Report on Form 10-K for the year ended December
            31, 2003;

      (b)   Registrant's Quarterly Reports on Form 10-Q for the Quarters ended
            March 31, 2004, June 30, 2004 and September 30, 2004;

      (c)   Registrant's Current Reports on Form 8-K, dated February 2, 2004,
            April 30, 2004, July 30, 2004 and October 22, 2004; and

      (d)   Registrant's Current Report on Form 8-K, dated January 17, 1990,
            containing a description of Registrant's Common Stock without par
            value.

All documents filed by Registrant pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 on or after the date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered pursuant to
this registration statement have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superceded for purposes of this registration statement to the extent that a
statement herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supercedes such
statement. Any such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute a part of this registration
statement.

Item 4. Description of Securities.

      Not applicable.

Item 5. Interests of Named Experts and Counsel.

      James T. Foran, Esq., Associate General Counsel of Public Service
Enterprise Group Incorporated (PSEG), has given his opinion, which is included
as Exhibit 5 to this registration statement, as to whether the original issuance
securities (i.e., shares of Common Stock of Registrant covered by this
registration statement) will be legally issued, fully paid and non-assessable.
Mr. Foran is an officer of Registrant and is eligible to participate in the
Public Service Enterprise Group Incorporated 2004 Long-Term Incentive Plan (the
"LTIP").

Item 6. Indemnification of Directors and Officers.

      Under Section 14A:3-5 of the New Jersey Business Corporation Act, the
Registrant:

      (1)   has the power to indemnify each of its directors and officers (as
            well as its employees and agents) against expenses and liabilities
            in connection with any proceeding involving him by reason of his

<PAGE>

            being or having been such director or officer other than a
            proceeding by or in the right of the Registrant, if (a) such
            director or officer acted in good faith and in a manner he
            reasonably believed to be in or not opposed to the best interests of
            the Registrant, and (b) with respect to any criminal proceeding,
            such director or officer had no reasonable cause to believe his
            conduct was unlawful:

      (2)   has power to indemnify each of its directors and officers against
            expenses in connection with any proceeding by or in the right of the
            Registrant to procure a judgment in its favor which involves such
            director or officer by reason of his being or having been such
            director or officer, if he acted in good faith and in a manner he
            reasonably believed to be in or not opposed to the best interests of
            the Registrant; however, in such proceeding no indemnification be
            provided in respect to any claim, issue or matter as to which such
            director or officer shall have been adjudged to be liable to the
            Registrant, unless and only to the extent that the court determines
            that the director or officer is fairly and reasonably entitled to
            indemnity for such expenses as the court shall deem proper;

      (3)   must indemnify each of its directors and officers against expenses
            to the extent that he has been successful on the merits or otherwise
            in any proceeding referred to in (1) and (2) above or in defense of
            any claim, issue or matter therein; and

      (4)   has power to purchase and maintain insurance on behalf of a director
            or officer against any expenses incurred in any proceeding and any
            liabilities asserted against him by reason of his being or having
            been a director or officer, whether or not the Registrant would have
            the power to indemnify him against such expenses and liabilities
            under the statute.

      As used in the statute, "expenses" means reasonable costs, disbursements
      and counsel fees, "liabilities" means amounts paid or incurred in
      satisfaction of settlements, judgments, fines and penalties, and
      "proceeding" means any pending, threatened or completed civil, criminal,
      administrative or arbitrative action, suit or proceeding, and any appeal
      therein and any inquiry or investigation which could lead to such action,
      suit or proceeding.

      Indemnification be awarded by a court under (1) or (2) as well as under
      (3) above, notwithstanding a prior determination by the Registrant that
      the director or officer has not met the applicable standard of conduct.

      Indemnification under the statute does not exclude any other rights to
      which a director or officer be entitled under a certificate of
      incorporation, by-law, or otherwise.

      Article 8, Section 1 of the Registrant's Certificate of Amendment of
Certificate of Incorporation provides as follows:

            1.    Indemnification:

                  The corporation shall indemnify to the full extent from time
                  to time permitted by law any person made, or threatened to be
                  made, a party to any pending, threatened or completed civil,
                  criminal, administrative or arbitrative action, suit, or
                  proceeding and any appeal therein (and any inquiry or
                  investigation which could lead to such action, suit or
                  proceeding) by reason of the fact that he is or was a
                  director, officer or employee of the corporation or serves or
                  served any other enterprise as a director, officer or employee
                  at the request of the corporation. Such right or
                  indemnification shall inure to the benefit of the legal
                  representative of any such person.

      Article 8, Section 2 of the Registrant's Certificate of Amendment of
Certificate of Incorporation provides as follows:

            2.    Limitation of Liability:

                  To the full extent from time to time permitted by law,
                  directors and officers of the corporation shall not be
                  personally liable to the corporation or its shareholders for
                  damages for breach of any duty owed to the corporation or its
                  shareholders. No amendment or repeal of this provision shall
                  adversely affect any right or protection of a director or
                  officer of the corporation existing at the time of such
                  amendment or repeal.

<PAGE>

                  The Registrant's directors and officers are insured under the
                  policies of insurance, within the limits and subject to the
                  limitations of the policies, against claims made against them
                  for acts in the discharge of their duties, and the Registrant
                  is insured to the extent that it is required or permitted by
                  law to indemnify the directors and officers for such loss. The
                  premiums for such insurance are paid by the Registrant.

Item 7. Exemption from Registrant Claimed.

      Not applicable.

Item 8. Exhibits.

      See Exhibit Index.

Item 9. Undertakings.

      (a)   The undersigned Registrant hereby undertakes:

      (1)   to file, during any period in which offers or sales are being made,
            a post-effective amendment to this registration statement:

            (i)   to include any prospectus required by Section 10(a) (3) of the
                  Securities Act of 1933;

            (ii)  to reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that offered (if the total
                  dollar value of securities offered would not exceed that which
                  was registered) and any deviation from the low or high end of
                  the estimated maximum offering range be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement; and

            (iii) to include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement;

      provided, however, that paragraphs (1) (i) and (1) (ii) do not apply if
      the information required to be included in a post-effective amendment by
      those paragraphs is contained in periodic reports filed with or furnished
      to the Commission by Registrant pursuant to Section 13 or Section 15(d) of
      the Securities Exchange Act of 1934 that are incorporated by reference in
      the registration statement;

(2) that, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

      (b)   The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of Registrant's annual report pursuant to Section 13(a) or
            Section 15(d) of the Securities Exchange Act of 1934 that is
            incorporated by reference in this registration statement shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

<PAGE>

      (c)   Insofar as indemnification for liabilities arising under the
            Securities Act be permitted to directors, officers and controlling
            persons of the Registrant pursuant to the foregoing provisions, or
            otherwise, the Registrant has been advised that in the opinion of
            the Securities and Exchange Commission such indemnification is
            against public policy as expressed in the Securities Act and is,
            therefore, unenforceable. In the event that a claim for
            indemnification against such liabilities (other than the payment by
            the Registrant of expenses incurred or paid by a director, officer,
            or controlling person of the Registrant in the successful defense of
            any action, suit or proceeding) is asserted by such director,
            officer or controlling person in connection with the securities
            being registered, the registrant will, unless in the opinion of its
            counsel the matter has been settled by controlling precedent, submit
            to a court of appropriate jurisdiction the question whether such
            indemnification by it is against public policy as expressed in the
            Securities Act and will be governed by the final adjudication of
            such issue.

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newark and State of New Jersey on the 29th day of
October 2004.

                                    Public Service Enterprise Group Incorporated

                                    By:          /s/ Thomas M. O'Flynn
                                        ----------------------------------------
                                                    Thomas M. O'Flynn
                                                Executive Vice President

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the capacity
and on the date indicated.

    Signature                         Capacity                       Date
    ---------                         --------                       -----

/s/ Thomas M. O'Flynn         Principal Financial Officer       October 29, 2004
---------------------
  Thomas M. O'Flynn

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has also been signed by Thomas M. O'Flynn, Attorney-in-Fact, on behalf
of the following persons in the capacities indicated on October 29, 2004.

                 Name                      Capacity
                 ----                      --------
           E. James Ferland                Principal Executive Officer
           Patricia A. Rado                Principal Accounting Officer and
                                             Director
           Caroline Dorsa                  Director
           Ernest H. Drew                  Director
           Albert R. Gamper, Jr.           Director
           Conrad K. Harper                Director
           William V. Hickey               Director
           Shirley Ann Jackson             Director
           Thomas A. Renyi                 Director
           Richard J. Swift                Director


                                    By:          /s/ Thomas M. O'Flynn
                                        ----------------------------------------
                                                    Thomas M. O'Flynn
                                                    Attorney-In-Fact
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.                   DESCRIPTION

4a                            Registrant's Certificate of Incorporation
                              (incorporated by reference to Exhibit 3a in
                              registration statement of Public Service
                              Enterprise Group Incorporated, No. 33-2935, filed
                              January 28, 1986).

4b                            Registrant's By- Laws (incorporated by reference
                              to Exhibit 4.3 in the registration statement of
                              Public Service Enterprise Group Incorporated, No.
                              333-86372, filed April 16, 2002).

4c                            Certificate of Amendment of Registrant's
                              Certificate of Incorporation (incorporated by
                              reference to Exhibit 3(c) in the Annual Report on
                              Form 10-K for the year ended December 31, 1987 of
                              Public Service Enterprise Group Incorporated filed
                              April 11, 1988, File No. 001-9120).

4d                            The 2004 Long-Term Incentive Plan (incorporated by
                              reference to Exhibit 3(c) in the Annual Report on
                              Form 10-K for the year ended December 31, 2003 of
                              Public Service Enterprise Group Incorporated filed
                              February 25, 2004, File No. 001-9120).

5                             Opinion and Consent of James T. Foran, Esq.

15                            Not Applicable.

23.1                          Consent of Independent Registered Public
                              Accounting Firm.

23.2                          Consent of James T. Foran, Esq.
                              (included as part of Exhibit 5).

24                            Power of Attorney.
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{"company-data": {"conformed-name": "PUBLIC SERVICE ENTERPRISE GROUP INC", "cik": "0000788784", "assigned-sic": "4931", "irs-number": "222625848", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120100", "film-number": "041107487"}, "business-address": {"street1": "CORPORATE ACCOUNTING SERVICES", "street2": "80 PARK PLAZA, 9TH FLOOR", "city": "NEWARK", "state": "NJ", "zip": "07102-4194", "phone": "973-430-7000"}, "mail-address": {"street1": "CORPORATE ACCOUNTING SERVICES", "street2": "80 PARK PLAZA, 9TH FLOOR", "city": "NEWARK", "state": "NJ", "zip": "07102-4194"}}
Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                  Public Service Enterprise Group Incorporated
             (Exact name of Registrant as specified in its charter)

       New Jersey                                        22-2625848
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                  80 Park Plaza
                                  P.O. Box 1171
                              Newark, NJ 07101-1171
                        (Address, including zip code, of
                    Registrant's principal executive offices)

                  Public Service Enterprise Group Incorporated
                          2004 Long-Term Incentive Plan
                              (Full title of plan)

                                   ----------

    Thomas M. O'Flynn                  or                 James T. Foran, Esq.
 Executive Vice President                              Associate General Counsel
and Chief Financial Officer

                                  80 Park Plaza
                                  P.O. Box 1171
                              Newark, NJ 07101-1171
                                 (973) 430-7000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title             Amount           Proposed         Proposed        Amount of
Of Each           to be            Maximum          Maximum         Registration
Class of          Registered       Offering         Aggregate       Fee
Securities                         Price            Offering
to be                              Per Unit(1)      Price(1)
Registered
================================================================================
Common Stock
Without
Par value         15,000,000       $40.90           $613,500,000    $77,730.45
                  Shares

----------
(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of determining the registration fee based on the average
of the high and low prices on October 29, 2004 for Common Stock without par
value of Public Service Enterprise Group Incorporated, as reported in the
consolidated reporting system.
PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

*Item 1. Plan Information

*Item 2. Registrant Information and Employee Plan Annual Information.

----------
* The information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The following documents have been filed by Registrant with the Securities
and Exchange Commission, and are already incorporated by reference in this
registration statement:

      (a)   Registrant's Annual Report on Form 10-K for the year ended December
            31, 2003;

      (b)   Registrant's Quarterly Reports on Form 10-Q for the Quarters ended
            March 31, 2004, June 30, 2004 and September 30, 2004;

      (c)   Registrant's Current Reports on Form 8-K, dated February 2, 2004,
            April 30, 2004, July 30, 2004 and October 22, 2004; and

      (d)   Registrant's Current Report on Form 8-K, dated January 17, 1990,
            containing a description of Registrant's Common Stock without par
            value.

All documents filed by Registrant pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 on or after the date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered pursuant to
this registration statement have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superceded for purposes of this registration statement to the extent that a
statement herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supercedes such
statement. Any such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute a part of this registration
statement.

Item 4. Description of Securities.

      Not applicable.

Item 5. Interests of Named Experts and Counsel.

      James T. Foran, Esq., Associate General Counsel of Public Service
Enterprise Group Incorporated (PSEG), has given his opinion, which is included
as Exhibit 5 to this registration statement, as to whether the original issuance
securities (i.e., shares of Common Stock of Registrant covered by this
registration statement) will be legally issued, fully paid and non-assessable.
Mr. Foran is an officer of Registrant and is eligible to participate in the
Public Service Enterprise Group Incorporated 2004 Long-Term Incentive Plan (the
"LTIP").

Item 6. Indemnification of Directors and Officers.

      Under Section 14A:3-5 of the New Jersey Business Corporation Act, the
Registrant:

      (1)   has the power to indemnify each of its directors and officers (as
            well as its employees and agents) against expenses and liabilities
            in connection with any proceeding involving him by reason of his
being or having been such director or officer other than a
            proceeding by or in the right of the Registrant, if (a) such
            director or officer acted in good faith and in a manner he
            reasonably believed to be in or not opposed to the best interests of
            the Registrant, and (b) with respect to any criminal proceeding,
            such director or officer had no reasonable cause to believe his
            conduct was unlawful:

      (2)   has power to indemnify each of its directors and officers against
            expenses in connection with any proceeding by or in the right of the
            Registrant to procure a judgment in its favor which involves such
            director or officer by reason of his being or having been such
            director or officer, if he acted in good faith and in a manner he
            reasonably believed to be in or not opposed to the best interests of
            the Registrant; however, in such proceeding no indemnification be
            provided in respect to any claim, issue or matter as to which such
            director or officer shall have been adjudged to be liable to the
            Registrant, unless and only to the extent that the court determines
            that the director or officer is fairly and reasonably entitled to
            indemnity for such expenses as the court shall deem proper;

      (3)   must indemnify each of its directors and officers against expenses
            to the extent that he has been successful on the merits or otherwise
            in any proceeding referred to in (1) and (2) above or in defense of
            any claim, issue or matter therein; and

      (4)   has power to purchase and maintain insurance on behalf of a director
            or officer against any expenses incurred in any proceeding and any
            liabilities asserted against him by reason of his being or having
            been a director or officer, whether or not the Registrant would have
            the power to indemnify him against such expenses and liabilities
            under the statute.

      As used in the statute, "expenses" means reasonable costs, disbursements
      and counsel fees, "liabilities" means amounts paid or incurred in
      satisfaction of settlements, judgments, fines and penalties, and
      "proceeding" means any pending, threatened or completed civil, criminal,
      administrative or arbitrative action, suit or proceeding, and any appeal
      therein and any inquiry or investigation which could lead to such action,
      suit or proceeding.

      Indemnification be awarded by a court under (1) or (2) as well as under
      (3) above, notwithstanding a prior determination by the Registrant that
      the director or officer has not met the applicable standard of conduct.

      Indemnification under the statute does not exclude any other rights to
      which a director or officer be entitled under a certificate of
      incorporation, by-law, or otherwise.

      Article 8, Section 1 of the Registrant's Certificate of Amendment of
Certificate of Incorporation provides as follows:

            1.    Indemnification:

                  The corporation shall indemnify to the full extent from time
                  to time permitted by law any person made, or threatened to be
                  made, a party to any pending, threatened or completed civil,
                  criminal, administrative or arbitrative action, suit, or
                  proceeding and any appeal therein (and any inquiry or
                  investigation which could lead to such action, suit or
                  proceeding) by reason of the fact that he is or was a
                  director, officer or employee of the corporation or serves or
                  served any other enterprise as a director, officer or employee
                  at the request of the corporation. Such right or
                  indemnification shall inure to the benefit of the legal
                  representative of any such person.

      Article 8, Section 2 of the Registrant's Certificate of Amendment of
Certificate of Incorporation provides as follows:

            2.    Limitation of Liability:

                  To the full extent from time to time permitted by law,
                  directors and officers of the corporation shall not be
                  personally liable to the corporation or its shareholders for
                  damages for breach of any duty owed to the corporation or its
                  shareholders. No amendment or repeal of this provision shall
                  adversely affect any right or protection of a director or
                  officer of the corporation existing at the time of such
                  amendment or repeal.
The Registrant's directors and officers are insured under the
                  policies of insurance, within the limits and subject to the
                  limitations of the policies, against claims made against them
                  for acts in the discharge of their duties, and the Registrant
                  is insured to the extent that it is required or permitted by
                  law to indemnify the directors and officers for such loss. The
                  premiums for such insurance are paid by the Registrant.

Item 7. Exemption from Registrant Claimed.

      Not applicable.

Item 8. Exhibits.

      See Exhibit Index.

Item 9. Undertakings.

      (a)   The undersigned Registrant hereby undertakes:

      (1)   to file, during any period in which offers or sales are being made,
            a post-effective amendment to this registration statement:

            (i)   to include any prospectus required by Section 10(a) (3) of the
                  Securities Act of 1933;

            (ii)  to reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that offered (if the total
                  dollar value of securities offered would not exceed that which
                  was registered) and any deviation from the low or high end of
                  the estimated maximum offering range be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement; and

            (iii) to include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement;

      provided, however, that paragraphs (1) (i) and (1) (ii) do not apply if
      the information required to be included in a post-effective amendment by
      those paragraphs is contained in periodic reports filed with or furnished
      to the Commission by Registrant pursuant to Section 13 or Section 15(d) of
      the Securities Exchange Act of 1934 that are incorporated by reference in
      the registration statement;

(2) that, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

      (b)   The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of Registrant's annual report pursuant to Section 13(a) or
            Section 15(d) of the Securities Exchange Act of 1934 that is
            incorporated by reference in this registration statement shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.
(c)   Insofar as indemnification for liabilities arising under the
            Securities Act be permitted to directors, officers and controlling
            persons of the Registrant pursuant to the foregoing provisions, or
            otherwise, the Registrant has been advised that in the opinion of
            the Securities and Exchange Commission such indemnification is
            against public policy as expressed in the Securities Act and is,
            therefore, unenforceable. In the event that a claim for
            indemnification against such liabilities (other than the payment by
            the Registrant of expenses incurred or paid by a director, officer,
            or controlling person of the Registrant in the successful defense of
            any action, suit or proceeding) is asserted by such director,
            officer or controlling person in connection with the securities
            being registered, the registrant will, unless in the opinion of its
            counsel the matter has been settled by controlling precedent, submit
            to a court of appropriate jurisdiction the question whether such
            indemnification by it is against public policy as expressed in the
            Securities Act and will be governed by the final adjudication of
            such issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newark and State of New Jersey on the 29th day of
October 2004.

                                    Public Service Enterprise Group Incorporated

                                    By:          /s/ Thomas M. O'Flynn
                                        ----------------------------------------
                                                    Thomas M. O'Flynn
                                                Executive Vice President

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the capacity
and on the date indicated.

    Signature                         Capacity                       Date
    ---------                         --------                       -----

/s/ Thomas M. O'Flynn         Principal Financial Officer       October 29, 2004
---------------------
  Thomas M. O'Flynn

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has also been signed by Thomas M. O'Flynn, Attorney-in-Fact, on behalf
of the following persons in the capacities indicated on October 29, 2004.

                 Name                      Capacity
                 ----                      --------
           E. James Ferland                Principal Executive Officer
           Patricia A. Rado                Principal Accounting Officer and
                                             Director
           Caroline Dorsa                  Director
           Ernest H. Drew                  Director
           Albert R. Gamper, Jr.           Director
           Conrad K. Harper                Director
           William V. Hickey               Director
           Shirley Ann Jackson             Director
           Thomas A. Renyi                 Director
           Richard J. Swift                Director

                                    By:          /s/ Thomas M. O'Flynn
                                        ----------------------------------------
                                                    Thomas M. O'Flynn
                                                    Attorney-In-Fact
EXHIBIT INDEX

EXHIBIT NO.                   DESCRIPTION

4a                            Registrant's Certificate of Incorporation
                              (incorporated by reference to Exhibit 3a in
                              registration statement of Public Service
                              Enterprise Group Incorporated, No. 33-2935, filed
                              January 28, 1986).

4b                            Registrant's By- Laws (incorporated by reference
                              to Exhibit 4.3 in the registration statement of
                              Public Service Enterprise Group Incorporated, No.
                              333-86372, filed April 16, 2002).

4c                            Certificate of Amendment of Registrant's
                              Certificate of Incorporation (incorporated by
                              reference to Exhibit 3(c) in the Annual Report on
                              Form 10-K for the year ended December 31, 1987 of
                              Public Service Enterprise Group Incorporated filed
                              April 11, 1988, File No. 001-9120).

4d                            The 2004 Long-Term Incentive Plan (incorporated by
                              reference to Exhibit 3(c) in the Annual Report on
                              Form 10-K for the year ended December 31, 2003 of
                              Public Service Enterprise Group Incorporated filed
                              February 25, 2004, File No. 001-9120).

5                             Opinion and Consent of James T. Foran, Esq.

15                            Not Applicable.

23.1                          Consent of Independent Registered Public
                              Accounting Firm.

23.2                          Consent of James T. Foran, Esq.
                              (included as part of Exhibit 5).

24                            Power of Attorney.