As filed with the Securities and Exchange Commission on June 20, 2003

                                                    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
                          Employee Stock Purchase Plan
                              (Full title of plan)

                                   ----------

    Thomas M. O'Flynn                  or                James T. Foran, Esq.
Executive Vice President and                           Associate General Counsel
  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 agents for service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of Securities  Amount to be      Proposed        Proposed     Amount of
to be registered     registered(1)     maximum         maximum      registration
                                       offering        aggregate    fee(1),(2)
                                       price per       offering
                                       share(2)        price(2)
Common Stock         2,120,485 shares  $43.01          $91,202,059  $7,378
(without par value)
--------------------------------------------------------------------------------

----------
(1)   Pursuant to General Instruction E of Form S-8, the total amount of shares
      being registered is 2,120,485, of which 120,485 shares are unsold shares
      that are being carried forward from Registration Statement No. 33-45491 on
      Form S-8 filed by PSEG on February 3, 1992. A registration fee of $1,016
      was previously paid with the filing of such registration statement and,
      pursuant to Rule 457(p), was used to offset the filing fee for common
      stock registered herein.
(2)   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 of PSEG Common Stock on June 18, 2003
      for, as reported in the consolidated reporting system.
<PAGE>

Prospectus
[LOGO] PSEG

                                2,120,485 SHARES
                  PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
                        COMMON STOCK (WITHOUT PAR VALUE)

                               offered through the

                  PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
                          EMPLOYEE STOCK PURCHASE PLAN

      The Employee  Stock  Purchase  Plan or ESPP of Public  Service  Enterprise
Group  Incorporated  or PSEG provides a convenient  method for employees of PSEG
and its  subsidiaries  participating in the ESPP to purchase PSEG's Common Stock
(without par value)  through  payroll  deductions  at a 5% discount  from market
price,  without  payment of any brokerage  commission or service  charge.  While
shares of Common  Stock are held under the ESPP,  dividends  on such  shares are
used to purchase additional shares of Common Stock at a 5% discount.

      The Stockholder  Services  Department of PSEG Services  Corporation is the
ESPP's recordkeeper. The ESPP provides that shares of Common Stock purchased for
participants  will  either  be  purchased   directly  from  PSEG,  at  its  sole
discretion,  or in the  open  market  by an  agent  independent  of PSEG and its
affiliates, as selected by PSEG.

      The price per share of Common Stock purchased directly from PSEG under the
ESPP will be 95% of the average of high and low sale  prices of Common  Stock on
the New York Stock  Exchange on the second  Friday of each month (or on the next
preceding  business day if the second Friday is not a business  day).  The price
per share of Common Stock purchased in the open market by any independent  agent
will be 95% of the weighted average price, excluding brokerage  commissions,  of
all shares  acquired  by that  independent  agent for the ESPP during the period
such purchases are made.

      The 5% discount  from market  price for shares of Common  Stock  purchased
under the ESPP and any  applicable  brokerage  commissions  for purchases by any
independent  agent  in the  open  market  will  be paid  for by each  respective
participant's  employer and will be taxable as ordinary income to  participants.
Each participant's  employer will make the required withholding  deductions from
each participant's pay equivalent to withholding taxes on this discount.

      You should read this prospectus  carefully.  If you are not now and do not
wish  to  become  a  participant,  or if  you  wish  to  continue  your  present
participation without change, no action on your part is required. If you wish to
join the ESPP or change the amount of your  payroll  deductions  under the ESPP,
please follow the  instructions for submitting an enrollment form to the Manager
Business  Center-Employee and Payroll Services of Services. It is suggested that
this prospectus be retained for future reference.

      Neither the  Securities and Exchange  Commission nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful and  complete.  Any  representation  to the contrary is a
criminal offense.

June 20, 2003
<PAGE>

                               TABLE OF CONTENTS

                                                                           Page
                                                                           ----

General Information About the ESPP .....................................     3
Employee Stock Purchase Plan ...........................................     4
  Section 1. Definitions ...............................................     4
  Section 2. The Plan ..................................................     4
  Section 3. Eligibility ...............................................     5
  Section 4. Enrollment ................................................     5
  Section 5. Limit on Payroll Deductions ...............................     5
  Section 6. Purchases of Stock ........................................     5
  Section 7. Cost of Stock Purchased ...................................     6
  Section 8. Issuance of Certificates ..................................     6
  Section 9. Dividends .................................................     6
  Section 10. Withdrawal ...............................................     7
  Section 11. Reports to Participants ..................................     7
  Section 12. Voting of Shares .........................................     7
  Section 13. Subscription Rights, Stock Dividends and Stock Splits ....     7
  Section 14. Administration ...........................................     7
  Section 15. Termination and Amendment ................................     7
  Additional Information About the ESPP ................................     8
  Tax Consequences of the ESPP .........................................     8
  Where You Can Find More Information ..................................     9
  Incorporation of Certain Documents By Reference ......................     9


                                       2
<PAGE>

                       GENERAL INFORMATION ABOUT THE ESPP

      The ESPP is administered by the Employee Benefits Committee appointed from
time to time by our Board of Directors. The Committee has overall responsibility
for the administration and interpretation of the ESPP.

      The Manager Business  Center-Employee  and Payroll Services of Services is
responsible  for receiving and  processing  enrollment  forms and making payroll
deductions. The Manager Business Center-Employee and Payroll Services is located
at 80 Park Plaza, T23, Newark, New Jersey 07101.

      The Stockholder  Services  Department of Services is Recordkeeper  for the
ESPP. The Recordkeeper keeps a continuing record of Participants' accounts under
the ESPP,  sends quarterly  statements of account to  Participants  and performs
other duties relating to the ESPP for Participants.  The Recordkeeper is located
at 80 Park Plaza, P.O. Box 1171, T6, Newark, New Jersey 07101-1171.

      To the extent that newly  issued  shares are used for ESPP  purchases,  we
will select an independent  agent to purchase shares of Common Stock on the open
market.  Such  open  market  purchases  are made at the sole  discretion  of the
independent agent,  subject to the conditions set forth in Section  6--Purchases
of Stock.

      As of May 31, 2003, there were approximately  1,750 participants  enrolled
in the ESPP out of approximately 10,500 employees eligible to participate.


                                       3
<PAGE>


The following is the text of the ESPP:

                  PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
                          EMPLOYEE STOCK PURCHASE PLAN

Section 1. Definitions

      Unless the context clearly requires otherwise, where used in the Plan, the
words and phrases hereinafter defined shall have the following meanings:

            a.  Committee  shall mean the  Employee  Benefits  Committee of PSEG
      appointed by its Board of Directors.

            b. Common Stock shall mean the common  stock  (without par value) of
      PSEG.

            c.  Eligible   Employee   shall  mean  any  active   employee  of  a
      Participating  Affiliate who has completed one (1) year of service and has
      attained the age of eighteen (18) years.

            d. Employer shall mean any Participating Affiliate.

            e. Enrollment Form shall mean the form pursuant to which an Eligible
      Employee will  authorize a specified  dollar amount from his or her pay or
      sick  benefits to be paid over for the  purchase of shares of Common Stock
      under the Plan.

            f. Independent Agent shall mean an agent independent of PSEG and its
      affiliates  selected  by PSEG to effect open  market  purchases  of Common
      Stock on behalf of Participants.

            g. Investment Date shall mean (i) for shares purchased directly from
      PSEG: the second Friday of each month, or the next preceding  business day
      if the second  Friday is not a business day and (ii) for shares  purchased
      by the Independent Agent in the open market:  the last day on which shares
      are purchased during the applicable Investment Period.

            h. Investment Period shall mean, with respect to purchases of Common
      Stock made on the open market,  the period commencing not earlier than the
      tenth day of the month in which such open market  purchases are to be made
      and ending no later than the  twenty-fourth day of such month during which
      period the Independent  Agent shall make purchases for Participants  under
      the ESPP.

            i. Manager Business  Center-Employee and Payroll Services shall mean
      the Manager Business Center-Employee and Payroll Services of Services.

            j.  Participating  Affiliate shall mean any organization  within the
      controlled  group of corporations (as defined in the Internal Revenue Code
      of 1986,  as amended)  within  which PSEG is a member and which (i) adopts
      the Plan with the approval of PSEG's Board of Directors,  (ii)  authorizes
      PSEG's Board of Directors  to act for it in all matters  arising  under or
      with  respect to the Plan and (iii)  complies  with such  other  terms and
      conditions  relating  to the Plan as may be  imposed  by  PSEG's  Board of
      Directors.

            k.  Participants   shall  mean  those  Eligible  Employees  who  are
      currently having payroll  deductions made for the purchase of Common Stock
      under the Plan.

            l. Plan shall mean this Public Service Enterprise Group Incorporated
      Employee Stock Purchase Plan.

            m. PSEG shall mean Public Service Enterprise Group  Incorporated,  a
      New Jersey Corporation.

            n. Recordkeeper  shall mean the Stockholder  Services  Department of
      Services.

            o.  Services  shall  mean PSEG  Services  Corporation,  a New Jersey
      Corporation.

Section 2. The Plan

      The Plan  provides a method for Eligible  Employees to purchase  shares of
Common Stock at 95% of the market price.  Shares of Common Stock  acquired under
the Plan for accounts of Participants will be purchased either (a) directly from
PSEG or (b) in the open market by an Independent  Agent selected by PSEG. Shares
of


                                       4
<PAGE>

Common  Stock will be  purchased  with  Participants'  funds made  available  by
payroll deduction, reinvestment of dividends on shares of Common Stock purchased
for  Participants  and held for their account  under the Plan,  together with an
amount equal to the 5% purchase price discount.

Section 3. Eligibility

      Participation   in  the  Plan  is  open  to  active  employees  of  PSEG's
Participating  Affiliates  who, at the time of enrollment,  have attained age 18
and have been in the employ of an Employer for more than one year.

Section 4. Enrollment

      An Eligible  Employee  may enroll in the Plan at any time by  executing an
Enrollment  Form and  sending it to the  Manager  Business  Center-Employee  and
Payroll Services.  The Enrollment Form authorizes the Participant's  Employer to
withhold a specified  dollar  amount from a  Participant's  pay or sick benefits
each pay period and all dividends on shares held for the  Participant's  account
under the Plan and to use such  payroll  deductions  and  dividends  to purchase
shares of Common Stock for the  Participant's  account.  Enrollment  in the Plan
shall be effective, and payroll deductions shall commence, approximately 30 days
after  the  signed   Enrollment  Form  is  received  by  the  Manager   Business
Center-Employee and Payroll Services.

      Once  enrolled in the Plan, a  Participant  shall remain in the Plan until
the  Participant  withdraws  from the  Plan,  the  Participant's  enrollment  is
terminated  under Section 10 or the Plan is  terminated  under Section 15. After
withdrawing  or being  terminated  from  the  Plan,  an  Eligible  Employee  may
re-enroll in the Plan at any time by executing a new Enrollment Form and sending
it to the Manager  Business  Center-Employee  and  Payroll  Services as provided
above.

      A  Participant  may  change  the  amount  of  the  Participant's   payroll
deductions  under  the  Plan  at any  time by  sending  a new  Enrollment  Form,
indicating the new amount of deduction, to the Manager Business  Center-Employee
and Payroll  Services.  The change in amount of deduction  shall be effective as
soon as practicable  after receipt by the Manager Business  Center-Employee  and
Payroll Services.

Section 5. Limit on Payroll Deductions

      A Participant may authorize payroll  deductions to be made each pay period
in any dollar amount up to 10% of the Participant's  base pay, but not less than
$5 a week for  those on  weekly  payroll  and $10 every two weeks for those on a
biweekly payroll.  A request by a Participant to reduce payroll deductions below
such minimum will be deemed a request to withdraw from the Plan.

Section 6. Purchases of Stock

      PSEG will have sole  discretion as to whether Common Stock purchased under
the Plan will be purchased  directly from it. The  Recordkeeper  will notify the
Independent  Agent prior to the commencement of the Investment  Period for which
the  Independent  Agent will be required to purchase  shares for the Plan in the
open market.  Purchases of Common Stock not directly  made from PSEG may be made
by the  Independent  Agent on any securities  exchange on which shares of Common
Stock are traded or in negotiated transactions.

      On the  Open  Market.  Amounts  deducted  from  Participants'  pay or sick
benefits and an amount equal to the purchase price discount shall be transmitted
to  PSEG  by  each  such  Participant's  respective  Employer.   Similarly,  the
Recordkeeper  will transmit to PSEG any dividends paid on shares of Common Stock
held for the accounts of  Participants  under the Plan. PSEG shall forward these
amounts to the Independent  Agent.  The  Independent  Agent shall apply all such
amounts to the purchase of shares of Common  Stock at any time or times,  at the
sole  discretion of the  Independent  Agent,  during the period  commencing  not
earlier  than  the  tenth  day of  the  month  and  ending  no  later  than  the
twenty-fourth  day of such month.  The last date during an Investment  Period on
which shares are so acquired by the Independent  Agent  (Investment Date) is the
date as of which such shares will be credited to Participants' accounts.

      Directly  from  PSEG.  Amounts  deducted  from  Participants'  pay or sick
benefits and an amount equal to the purchase  price discount will be transmitted
to  PSEG  by  each  such  Participant's  respective  Employer.   Similarly,  the
Recordkeeper  will transmit to PSEG any dividends on shares of Common Stock held
for the accounts of  Participants  under the Plan. PSEG shall, on the Investment
Date,  apply all such  amounts  to the  purchase  of new issue  shares of Common
Stock.


                                       5
<PAGE>

      Purchases  of  shares  of  Common  Stock  under  the Plan may be made only
through payroll  deductions and the reinvestment of dividends on shares held for
the account of Participants  under the Plan. Shares purchased shall be allocated
to  Participants'  accounts each month as full shares and  fractional  shares to
four  decimal  places  on the  basis of  Participants'  payroll  deductions  and
dividends paid on shares held for their accounts under the Plan.

      Under no  circumstances  will  Common  Stock  purchased  under the Plan be
bought  back  from a  Participant  or the  Independent  Agent  by PSEG or by any
Employer.

Section 7. Cost of Stock Purchased

      On the Open  Market.  The cost to each  Participant  of the  Common  Stock
purchased on the open market for the Participant's account under this Plan shall
be 95% of the  weighted  average  price  paid by the  Independent  Agent for all
shares purchased during the applicable Investment Period.

      Directly  from PSEG.  The cost to each  Participant  of the  Common  Stock
purchased directly from PSEG for the Participant's  account under the Plan shall
be 95% of the  average of the high and low sale  prices of the  Common  Stock as
reported on the New York Stock Exchange on the applicable Investment Date.

      Each Employer will pay its  respective  costs of  administering  the Plan,
including  payment to PSEG or to the  Independent  Agent, as the case may be, on
behalf of Participants of an amount equal to the 5% discount,  but not including
any  expenses  of sale  incurred in making cash  distributions  to  Participants
representing  fractional  shares  held for  their  account  upon  withdrawal  or
termination  of  Participants  from the Plan under Section 10, or termination of
the Plan under Section 15. Brokerage commissions associated with the purchase of
shares of Common  Stock on the open  market  under the Plan will be paid by each
respective  Employer.  All payments made on behalf of  Participants by Employers
will be  reported  to the  Internal  Revenue  Service as taxable  income to such
Participants.  No interest will be paid on payroll deductions or dividends being
held for the purchase of shares of Common Stock under the Plan.

Section 8. Issuance of Certificates

      Shares  of  Common  Stock  purchased  under  the Plan for the  account  of
Participants,  either by payroll deductions or by the reinvestment of dividends,
shall be held by the  Recordkeeper  in its name,  or in the name of its nominee,
for the account of Participants, until transferred to individual Participants. A
Participant may at any time, by written notice to the Recordkeeper,  request the
issuance of  certificates  in the name of the Participant for any number of full
shares of Common Stock held for the  Participant's  account under the Plan. Such
certificates  shall  be  issued  and  delivered  to the  Participant  as soon as
practicable.

      Certificates  evidencing shares purchased for a Participant under the Plan
will be issued only in the name of the Participant.

      Any Participant desiring to transfer  certificates issued through the Plan
from such  Participant's  individual name to another  registration  may do so by
bringing or sending the certificates to the Recordkeeper.  Participants  sending
certificates to the  Recordkeeper  for transfer should call  1-800-242-0813  for
instructions.  Telephone hours are 10:00 A.M. to 3:30 P.M., Eastern Time, Monday
through Friday, except holidays.

      Certificates  for full shares shall be issued only upon written request by
the  Participant  to the  Recordkeeper,  or upon a  Participant's  withdrawal or
termination  from the Plan, or upon  termination of the Plan.  Certificates  for
fractional shares shall not be issued under any circumstances. For payments made
representing  fractional  shares  held for the  account  of a  Participant  upon
withdrawal or  termination  from the Plan, or upon  termination of the Plan, see
Sections 10 and 15.

      A Participant's rights under the Plan may not be transferred,  assigned or
pledged  during the  Participant's  lifetime.  Shares  held for the account of a
Participant under the Plan may not be pledged as collateral.

Section 9. Dividends

      Dividends on all shares of Common Stock held by the Recordkeeper under the
Plan shall be applied to the  purchase of full and  fractional  shares of Common
Stock. Cash dividends will not be paid to Participants on shares of Common Stock
held for their account under the Plan. Cash payment of any uninvested  dividends
and payroll


                                       6
<PAGE>

deductions  will be made to  Participants  upon their  withdrawal or termination
from the Plan or upon termination of the Plan.

Section 10. Withdrawal

      A  Participant  may withdraw  from the Plan at any time by  notifying  the
Manager  Business  Center-Employee  and  Payroll  Services  in writing  that the
Participant  wishes  to  withdraw  or  by  reducing  authorization  for  payroll
deductions below the required minimum contribution. Any such withdrawal shall be
effective as soon as  practicable  after receipt of the request to withdraw,  as
determined  by the Manager  Business  Center-Employee  and Payroll  Services.  A
Participant's  enrollment in the Plan shall terminate  automatically upon death,
termination  of  employment or  retirement  or upon  commencement  of a leave of
absence of more than one month  without  pay (unless  the  Participant  has made
arrangements with the Manager Business  Center-Employee  and Payroll Services to
continue  monthly  payments)  and  payroll  deductions  shall  cease  as soon as
practicable.

      Upon such  withdrawal or  termination,  a certificate  for all full shares
held for the account of the Participant shall be issued to the Participant and a
cash payment representing proceeds of sale of any fractional shares held for the
account of the  Participant  based on the current  market price at time of sale,
less any related  brokerage  commission  and transfer tax,  shall be made to the
Participant.

Section 11. Reports to Participants

      As soon as  practicable  after the  close of each  calendar  quarter,  the
Recordkeeper  shall provide each Participant with a statement of account showing
the share transactions in the Participant's  account for that quarter,  the cost
thereof and the balance of shares held for the  Participant's  account under the
Plan.  Each  Participant  shall also  receive  income tax  information  annually
relating to the purchase of Common Stock under the Plan and the same information
that is distributed to other PSEG stockholders generally.

Section 12. Voting of Shares

      A Participant shall receive a proxy and copies of all soliciting  material
furnished  by PSEG  to its  stockholders  in  connection  with  any  meeting  of
stockholders  or consent  sought in lieu of a meeting.  If the proxy is returned
properly signed and marked for voting,  all of the full and fractional shares of
Common Stock held for the Participant's account will be voted as marked.

Section 13. Subscription Rights, Stock Dividends and Stock Splits

      If, during the course of the Plan, PSEG should grant to the holders of its
Common Stock rights to  subscribe to an issue or issues of  securities  of PSEG,
any such rights attaching to the shares of Common Stock held by the Recordkeeper
under the Plan shall be distributed to  Participants.  However,  rights shall be
issued for the number of full  shares  only and rights  based on a fraction of a
share held in a Participant's  account will be sold and the net proceeds will be
applied to the  purchase of Common Stock for the account of the  Participant  on
the next Investment Date.

      Stock dividends on shares held in a  Participant's  account under the Plan
and Common Stock issued upon any split of such shares,  shall be credited to the
Participant's account.

Section 14. Administration

      The Committee  shall  administer the Plan. The  Recordkeeper  shall keep a
continuing record of each  Participant's  account under the Plan, send quarterly
statements of account to  Participants  and perform other duties relating to the
Plan for Participants.  Common Stock purchased under the Plan will be registered
in the name of PSEG, or its nominee,  as  administrator  for Participants in the
Plan. PSEG's Board of Directors may change the administrator or the Recordkeeper
in its discretion.

Section 15. Termination and Amendment

      The Plan  may be  terminated  at any time by  action  of  PSEG's  Board of
Directors.  Any such termination  shall be effective on an Investment Date. Upon
termination,  a  certificate  for all full  shares  held for the account of each


                                       7
<PAGE>

Participant  shall be issued to the Participant and a cash payment  representing
the weighted average market value of any fractional  shares held for the account
of the  Participant,  determined as of the Investment Date of termination,  less
the expenses of any sale  necessary to make such cash payment,  shall be made to
the Participant.

      PSEG may also  modify,  suspend or amend the Plan at any time by action of
its Board of Directors.  All Participants will receive  notification of any such
modification, suspension or amendment.

      No  amendment  or  termination  of the Plan shall  impair any rights which
shall have accrued under the Plan or deprive any  Participant  of the equivalent
in cash or other  benefits of the  contributions  of the  Participant  under the
Plan.

                      ADDITIONAL INFORMATION ABOUT THE ESPP

      As of May 31, 2003,  2,120,485  shares of new issue Common Stock  remained
reserved for sale directly to Participants  pursuant to the ESPP. This numerical
limitation  on shares does not apply to any shares  purchased by an  Independent
Agent on the open market.

      No benefit  or right  under the ESPP may in any manner or to any extent be
assigned,  alienated,  or  transferred  by any  Participant  under the ESPP.  In
addition,  no benefit or right under the ESPP may be  subjected  to  attachment,
garnishment or other legal process without an appropriate court order.

      The ESPP is not  subject  to the  provisions  of the  Employee  Retirement
Income  Security Act of 1974, as amended,  ("ERISA") and benefits under the ESPP
are not guaranteed by the Pension Benefit Guaranty Corporation. Neither PSEG nor
any Employer provides any such protection to Participants and they do not insure
any gains nor protect against any loss from any investment in the ESPP.

      Although the ESPP is of  indefinite  duration,  PSEG reserves the right to
amend,  modify or terminate the ESPP at any time, in its sole  discretion.  PSEG
also retains the right to change the Recordkeeper  and/or the Independent  Agent
at its sole discretion.

      While the ESPP does not place  restrictions  on  resales  of Common  Stock
acquired  thereunder,  shares  of  Common  Stock  acquired  under the ESPP by an
"affiliate,"  as that term is  defined in Rule 405 under the  Securities  Act of
1933  (the  "1933  Act"),  may  only  be  resold  pursuant  to the  registration
requirements of the 1933 Act or an appropriate exemption therefrom. Acquisitions
of shares  of Common  Stock  and  dispositions  of shares of Common  Stock by an
officer or director,  as defined under the rules promulgated under Section 16 of
the  Securities  Exchange  Act of 1934 (the  "1934  Act"),  of PSEG  within  any
six-month period may give rise to the right of PSEG to recapture any profit from
such transactions pursuant to Section 16(b) of the 1934 Act.

      A copy of PSEG's 2002 Annual Report to Stockholders  has been furnished to
each  Participant in the ESPP. PSEG will promptly  furnish,  without charge,  an
additional  copy of such Annual Report to any Eligible  Employee who so requests
by writing to the Director,  Investor  Relations,  80 Park Plaza,  T6B, P.O. Box
1171, Newark,  New Jersey 07101-1171.  Each Participant will be furnished copies
of all future reports,  proxy statements and other  communications  furnished to
PSEG stockholders generally.

      For  further  information  about  the  ESPP,   Participants  and  Eligible
Employees  may contact the  Recordkeeper  in writing at 80 Park Plaza,  P.O. Box
1171, T6B, Newark,  NJ 07101-1171 or by telephone at  1-800-242-0813.  Telephone
hours are 10:00 A.M. to 3:30 P.M.,  Eastern Time, Monday through Friday,  except
holidays.

                          TAX CONSEQUENCES OF THE ESPP

      Outlined below is a summary of certain tax consequences that may result to
Participants  in the ESPP.  THE LAW ON WHICH THIS OUTLINE IS BASED IS SUBJECT TO
CHANGE AT ANY TIME. EACH  PARTICIPANT  SHOULD CONSULT HIS OR HER OWN TAX ADVISOR
CONCERNING  THE  APPLICATION OF FEDERAL  TAXES,  AS WELL AS ANY STATE,  LOCAL OR
FOREIGN TAXES, PARTICULAR TO THE PARTICIPANT'S OWN SITUATION.


                                       8
<PAGE>

      For purposes of Federal income and social  security taxes and state income
taxes, each Participant in the ESPP will be treated as receiving compensation on
each  Investment  Date in an amount equal to the sum of (a) 5% discount from the
weighted  average price on the shares  purchased for the  Participant's  account
during  such  period,  including  both  the  shares  purchased  through  payroll
deductions and those purchased  through the  reinvestment of dividends,  and (b)
any  brokerage  commissions  on the  purchase  of such  shares.  As  required by
applicable law, each Participant's  respective  Employer will withhold from each
Participant's pay the appropriate  amount of withholding  taxes  attributable to
such compensation and will include such  compensation on the Participant's  Form
W-2 for the year.

      For purposes of Federal and state income taxes, each Participant will also
be treated as receiving  income on each dividend payment date  (ordinarily,  the
last business day of March, June, September and December) equal to the dividends
on the  shares  held for the  Participant's  account  under  the  ESPP  that are
reinvested in additional  shares.  This income will be reflected on the Internal
Revenue Service Form 1099-DIV sent to the Participant after year-end.

      The  Participant's tax basis in shares purchased under the ESPP will equal
100% of the  weighted  average  price of the stock  acquired  in the  Investment
Period plus any applicable brokerage commissions.

      A Participant's  holding period for shares acquired  through the ESPP will
begin on the day following the Investment Date for such shares.

      A Participant  who, upon  withdrawal or termination  from the ESPP or upon
termination  of the ESPP,  receives a cash  adjustment for a fraction of a share
credited to his or her account, will realize a gain or loss with respect to such
fraction.  Gain or loss will also be realized by a Participant  who sells shares
that have been  withdrawn from the ESPP. The amount of such gain or loss will be
the difference between the amount which the Participant  receives for his or her
shares or fraction of a share and his or her tax basis therefor.

      For  further  tax  information  relating  to  participation  in the  ESPP,
Participants should consult with their own tax advisors.

      The amount of the 5%  discount  and of the  brokerage  commissions  on all
purchases  of  shares  purchased  under the ESPP will  constitute  an  allowable
Federal income tax expense to each Participant's respective Employer.

      The ESPP is not  qualified  under Section  401(a) of the Internal  Revenue
Code of 1986, as amended.

                       WHERE YOU CAN FIND MORE INFORMATION

      PSEG files annual,  quarterly and special  reports,  proxy  statements and
other  information  with the SEC. You may read and copy any  document  that PSEG
files  at the  Public  Reference  Room of the  SEC at 450  Fifth  Street,  N.W.,
Washington,  D.C.  20549.  Information on the operation of the Public  Reference
Room may be obtained by calling the SEC at  1-800-SEC-0330.  You may also obtain
our filings on the Internet at the SEC's home page at http://www.sec.gov. PSEG's
common stock is listed on the New York Stock  Exchange  under the ticker  symbol
"PEG." You can  obtain  information  about  PSEG at the  offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.

      This prospectus is part of a registration statement on Form S-8 filed with
the SEC under the 1933 Act. It does not contain all of the  information  that is
important  to you.  You  should  read the  registration  statement  for  further
information  with  respect  to the  securities,  the  Trust  and us.  Statements
contained in this prospectus  concerning the provisions of any document filed as
an  exhibit  to the  registration  statement  or  otherwise  filed  with the SEC
highlight  selected  information,  and in each instance reference is made to the
copy of the full document as filed with the SEC.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The SEC allows PSEG to  "incorporate by reference"  information  that PSEG
files with it, which means that PSEG can disclose  important  information to you
by referring you to those documents.  The information  incorporated by reference
or deemed incorporated by reference is an important part of this prospectus, and


                                       9
<PAGE>

information  that PSEG files later with the SEC will be deemed to  automatically
update  and  supersede  this  incorporated  information.  PSEG  incorporates  by
reference  the  documents in File No. 9120 listed  below and any future  filings
made with the SEC under Sections 13(a),  13(c), 14, or 15(d) of the 1934 Act, as
amended,  prior to the  termination  of any  particular  offering of  securities
hereunder.

      o     PSEG's  Annual  Report on Form 10-K for the year ended  December 31,
            2002;

      o     PSEG's Quarterly Report on Form 10-Q for the quarter ended March 31,
            2003; and

      o     PSEG's Current Reports on Form 8-K filed with the SEC on January 28,
            2003, April 15, 2003, June 6, 2003 and June 17, 2003.

      You can get a free copy of any of the documents  incorporated by reference
by making an oral or written request directed to:

                                 J. Brian Smith
                          Director, Investor Relations
                            PSEG Services Corporation
                            80 Park Plaza, 6th Floor
                                Newark, NJ 07101
                            Telephone (973) 430-6564

      You should  rely only on the  information  contained  or  incorporated  by
reference or deemed to be incorporated by reference in this prospectus. PSEG has
not  authorized  anyone  else  to  provide  you  with  different  or  additional
information.  You should not rely on any other  information or  representations.
PSEG's affairs may change after this prospectus is  distributed.  You should not
assume that the  information in this prospectus is accurate as of any date other
than the dates on the front of those documents.  You should read all information
supplementing this prospectus.


                                       10
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

      o     Our Annual Report on Form 10-K for the year ended December 31, 2002;

      o     Our Quarterly Report on Form 10-Q for the quarter ended March 31,
            2003;

      o     Our Current Reports on Form 8-K filed with the SEC on January 28,
            2003, April 15, 2003, June 6, 2003 and June 17, 2003; and

      o     Our Amended Current Report on Form 8-K dated January 17, 1990
            containing a description of our common stock, without par value.

All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the
1934 Act 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., our Associate General Counsel, 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 our Common Stock
covered by this registration statement that were previously unissued) will be
legally issued, fully paid and non-assessable. Mr. Foran is one of our officers
and is eligible to participate in the ESPP.

Item 6. Indemnification of Directors and Officers.

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

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

      (2)   have power to indemnify each of our directors and officers against
            expenses in connection with any proceeding by or in our own right to
            procure a judgment in our favor which involves such director or
            officer by reason of his/her being or having been such director or
            officer, if he/she acted in good faith and in a manner he/she
            reasonably believed to be in or not opposed to our best interests;
            however, in such proceeding no indemnification may 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 us, 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;
<PAGE>

      (3)   must indemnify each of our directors and officers against expenses
            to the extent that he/she 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)   have 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/her by reason of his/her
            being or having been a director or officer, whether or not we would
            have the power to indemnify him/her against such expenses and
            liabilities under the statute.

      As used in the statute, "expenses" mean 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 may be awarded by a court under (1) or (2) as well as
      under (3) above, notwithstanding a prior determination by us 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 may be entitled under a certificate of
      incorporation, by-law, or otherwise.

      Article 8, Section 1 of our Certificate of Amendment of Certificate of
Incorporation provides as follows:

                  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 our Certificate of Amendment of Certificate of
Incorporation provides as follows:

                  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.

      Our 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 we
      are insured to the extent that we are required or permitted by law to
      indemnify the directors and officers for such loss. We pay the premiums
      for such insurance.
<PAGE>

Item 7. Exemption from Registration Claimed.

      Not applicable.

Item 8. Exhibits.

      See Exhibit Index.

Item 9. Undertakings.

      (a)   We hereby undertake:

      (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
                  1933 Act;

            (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 may 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) to 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 us pursuant to Section 13 or Section 15(d) of the
      1934 Act that are incorporated by reference in the registration statement;

      (2)   that, for the purpose of determining any liability under the 1933
            Act, 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)   We hereby undertake that, for purposes of determining any liability
            under the 1933 Act, each filing of our annual report pursuant to
            Section 13(a) or Section 15(d) of the 1934 Act 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.

      (h)   Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to our directors, officers and
            controlling persons pursuant to the foregoing provisions, or
            otherwise, we have 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 our payment of expenses incurred or
            paid by one of our directors, officers, or controlling persons 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, we will, unless in
            the opinion of our counsel the matter has been settled by
            controlling precedent, submit to a court of appropriate jurisdiction
            the question of whether such indemnification by us 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, the
registrant, Public Service Enterprise Group Incorporated, certifies that it has
reasonable grounds to believe it meets all of 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,
State of New Jersey, on this 20th day of June, 2003.

                                    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      June 20, 2003
      ---------------------
        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 June 20, 2003.

             Name                                  Capacity
             ----                                  --------

      E. James Ferland                  Principal Executive Officer and Director
      Patricia A. Rado                  Principal Accounting Officer
      Caroline Dorsa                    Director
      Albert R. Gamper, Jr.             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                            PSEG's Certificate of Incorporation(1)

4b                            PSEG's Certificate of Amendment of Certificate of
                              Incorporation(2)

4c                            PSEG's  By-Laws(3)

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

15                            Not Applicable

23.1                          Independent Auditors' Consent

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

24                            Power of Attorney

----------
(1)   Previously filed as Exhibit 3(a) to Registration Statement on Form S-4,
      No.33-2935, and incorporated herein by reference.
(2)   Previously filed as Exhibit 3(c) to Annual Report on Form 10-K for the
      year ended December 31, 1987, File No. 001-09120, and incorporated herein
      by reference.
(3)   Previously filed as Exhibit 3-6 to Registration Statement on Form S-3,
      No.333-86372, and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "filename": "e15026s_8.txt", "description": "FORM S-8", "secsgml_size_bytes": 54393}]
{"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": "333-106330", "film-number": "03752108"}, "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"}}
As filed with the Securities and Exchange Commission on June 20, 2003

                                                    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
                          Employee Stock Purchase Plan
                              (Full title of plan)

                                   ----------

    Thomas M. O'Flynn                  or                James T. Foran, Esq.
Executive Vice President and                           Associate General Counsel
  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 agents for service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of Securities  Amount to be      Proposed        Proposed     Amount of
to be registered     registered(1)     maximum         maximum      registration
                                       offering        aggregate    fee(1),(2)
                                       price per       offering
                                       share(2)        price(2)
Common Stock         2,120,485 shares  $43.01          $91,202,059  $7,378
(without par value)
--------------------------------------------------------------------------------

----------
(1)   Pursuant to General Instruction E of Form S-8, the total amount of shares
      being registered is 2,120,485, of which 120,485 shares are unsold shares
      that are being carried forward from Registration Statement No. 33-45491 on
      Form S-8 filed by PSEG on February 3, 1992. A registration fee of $1,016
      was previously paid with the filing of such registration statement and,
      pursuant to Rule 457(p), was used to offset the filing fee for common
      stock registered herein.
(2)   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 of PSEG Common Stock on June 18, 2003
      for, as reported in the consolidated reporting system.
Prospectus
[LOGO] PSEG

                                2,120,485 SHARES
                  PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
                        COMMON STOCK (WITHOUT PAR VALUE)

                               offered through the

                  PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
                          EMPLOYEE STOCK PURCHASE PLAN

      The Employee  Stock  Purchase  Plan or ESPP of Public  Service  Enterprise
Group  Incorporated  or PSEG provides a convenient  method for employees of PSEG
and its  subsidiaries  participating in the ESPP to purchase PSEG's Common Stock
(without par value)  through  payroll  deductions  at a 5% discount  from market
price,  without  payment of any brokerage  commission or service  charge.  While
shares of Common  Stock are held under the ESPP,  dividends  on such  shares are
used to purchase additional shares of Common Stock at a 5% discount.

      The Stockholder  Services  Department of PSEG Services  Corporation is the
ESPP's recordkeeper. The ESPP provides that shares of Common Stock purchased for
participants  will  either  be  purchased   directly  from  PSEG,  at  its  sole
discretion,  or in the  open  market  by an  agent  independent  of PSEG and its
affiliates, as selected by PSEG.

      The price per share of Common Stock purchased directly from PSEG under the
ESPP will be 95% of the average of high and low sale  prices of Common  Stock on
the New York Stock  Exchange on the second  Friday of each month (or on the next
preceding  business day if the second Friday is not a business  day).  The price
per share of Common Stock purchased in the open market by any independent  agent
will be 95% of the weighted average price, excluding brokerage  commissions,  of
all shares  acquired  by that  independent  agent for the ESPP during the period
such purchases are made.

      The 5% discount  from market  price for shares of Common  Stock  purchased
under the ESPP and any  applicable  brokerage  commissions  for purchases by any
independent  agent  in the  open  market  will  be paid  for by each  respective
participant's  employer and will be taxable as ordinary income to  participants.
Each participant's  employer will make the required withholding  deductions from
each participant's pay equivalent to withholding taxes on this discount.

      You should read this prospectus  carefully.  If you are not now and do not
wish  to  become  a  participant,  or if  you  wish  to  continue  your  present
participation without change, no action on your part is required. If you wish to
join the ESPP or change the amount of your  payroll  deductions  under the ESPP,
please follow the  instructions for submitting an enrollment form to the Manager
Business  Center-Employee and Payroll Services of Services. It is suggested that
this prospectus be retained for future reference.

      Neither the  Securities and Exchange  Commission nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful and  complete.  Any  representation  to the contrary is a
criminal offense.

June 20, 2003
TABLE OF CONTENTS

                                                                           Page
                                                                           ----

General Information About the ESPP .....................................     3
Employee Stock Purchase Plan ...........................................     4
  Section 1. Definitions ...............................................     4
  Section 2. The Plan ..................................................     4
  Section 3. Eligibility ...............................................     5
  Section 4. Enrollment ................................................     5
  Section 5. Limit on Payroll Deductions ...............................     5
  Section 6. Purchases of Stock ........................................     5
  Section 7. Cost of Stock Purchased ...................................     6
  Section 8. Issuance of Certificates ..................................     6
  Section 9. Dividends .................................................     6
  Section 10. Withdrawal ...............................................     7
  Section 11. Reports to Participants ..................................     7
  Section 12. Voting of Shares .........................................     7
  Section 13. Subscription Rights, Stock Dividends and Stock Splits ....     7
  Section 14. Administration ...........................................     7
  Section 15. Termination and Amendment ................................     7
  Additional Information About the ESPP ................................     8
  Tax Consequences of the ESPP .........................................     8
  Where You Can Find More Information ..................................     9
  Incorporation of Certain Documents By Reference ......................     9

                                       2
GENERAL INFORMATION ABOUT THE ESPP

      The ESPP is administered by the Employee Benefits Committee appointed from
time to time by our Board of Directors. The Committee has overall responsibility
for the administration and interpretation of the ESPP.

      The Manager Business  Center-Employee  and Payroll Services of Services is
responsible  for receiving and  processing  enrollment  forms and making payroll
deductions. The Manager Business Center-Employee and Payroll Services is located
at 80 Park Plaza, T23, Newark, New Jersey 07101.

      The Stockholder  Services  Department of Services is Recordkeeper  for the
ESPP. The Recordkeeper keeps a continuing record of Participants' accounts under
the ESPP,  sends quarterly  statements of account to  Participants  and performs
other duties relating to the ESPP for Participants.  The Recordkeeper is located
at 80 Park Plaza, P.O. Box 1171, T6, Newark, New Jersey 07101-1171.

      To the extent that newly  issued  shares are used for ESPP  purchases,  we
will select an independent  agent to purchase shares of Common Stock on the open
market.  Such  open  market  purchases  are made at the sole  discretion  of the
independent agent,  subject to the conditions set forth in Section  6--Purchases
of Stock.

      As of May 31, 2003, there were approximately  1,750 participants  enrolled
in the ESPP out of approximately 10,500 employees eligible to participate.

                                       3
The following is the text of the ESPP:

                  PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
                          EMPLOYEE STOCK PURCHASE PLAN

Section 1. Definitions

      Unless the context clearly requires otherwise, where used in the Plan, the
words and phrases hereinafter defined shall have the following meanings:

            a.  Committee  shall mean the  Employee  Benefits  Committee of PSEG
      appointed by its Board of Directors.

            b. Common Stock shall mean the common  stock  (without par value) of
      PSEG.

            c.  Eligible   Employee   shall  mean  any  active   employee  of  a
      Participating  Affiliate who has completed one (1) year of service and has
      attained the age of eighteen (18) years.

            d. Employer shall mean any Participating Affiliate.

            e. Enrollment Form shall mean the form pursuant to which an Eligible
      Employee will  authorize a specified  dollar amount from his or her pay or
      sick  benefits to be paid over for the  purchase of shares of Common Stock
      under the Plan.

            f. Independent Agent shall mean an agent independent of PSEG and its
      affiliates  selected  by PSEG to effect open  market  purchases  of Common
      Stock on behalf of Participants.

            g. Investment Date shall mean (i) for shares purchased directly from
      PSEG: the second Friday of each month, or the next preceding  business day
      if the second  Friday is not a business day and (ii) for shares  purchased
      by the Independent Agent in the open market:  the last day on which shares
      are purchased during the applicable Investment Period.

            h. Investment Period shall mean, with respect to purchases of Common
      Stock made on the open market,  the period commencing not earlier than the
      tenth day of the month in which such open market  purchases are to be made
      and ending no later than the  twenty-fourth day of such month during which
      period the Independent  Agent shall make purchases for Participants  under
      the ESPP.

            i. Manager Business  Center-Employee and Payroll Services shall mean
      the Manager Business Center-Employee and Payroll Services of Services.

            j.  Participating  Affiliate shall mean any organization  within the
      controlled  group of corporations (as defined in the Internal Revenue Code
      of 1986,  as amended)  within  which PSEG is a member and which (i) adopts
      the Plan with the approval of PSEG's Board of Directors,  (ii)  authorizes
      PSEG's Board of Directors  to act for it in all matters  arising  under or
      with  respect to the Plan and (iii)  complies  with such  other  terms and
      conditions  relating  to the Plan as may be  imposed  by  PSEG's  Board of
      Directors.

            k.  Participants   shall  mean  those  Eligible  Employees  who  are
      currently having payroll  deductions made for the purchase of Common Stock
      under the Plan.

            l. Plan shall mean this Public Service Enterprise Group Incorporated
      Employee Stock Purchase Plan.

            m. PSEG shall mean Public Service Enterprise Group  Incorporated,  a
      New Jersey Corporation.

            n. Recordkeeper  shall mean the Stockholder  Services  Department of
      Services.

            o.  Services  shall  mean PSEG  Services  Corporation,  a New Jersey
      Corporation.

Section 2. The Plan

      The Plan  provides a method for Eligible  Employees to purchase  shares of
Common Stock at 95% of the market price.  Shares of Common Stock  acquired under
the Plan for accounts of Participants will be purchased either (a) directly from
PSEG or (b) in the open market by an Independent  Agent selected by PSEG. Shares
of

                                       4
Common  Stock will be  purchased  with  Participants'  funds made  available  by
payroll deduction, reinvestment of dividends on shares of Common Stock purchased
for  Participants  and held for their account  under the Plan,  together with an
amount equal to the 5% purchase price discount.

Section 3. Eligibility

      Participation   in  the  Plan  is  open  to  active  employees  of  PSEG's
Participating  Affiliates  who, at the time of enrollment,  have attained age 18
and have been in the employ of an Employer for more than one year.

Section 4. Enrollment

      An Eligible  Employee  may enroll in the Plan at any time by  executing an
Enrollment  Form and  sending it to the  Manager  Business  Center-Employee  and
Payroll Services.  The Enrollment Form authorizes the Participant's  Employer to
withhold a specified  dollar  amount from a  Participant's  pay or sick benefits
each pay period and all dividends on shares held for the  Participant's  account
under the Plan and to use such  payroll  deductions  and  dividends  to purchase
shares of Common Stock for the  Participant's  account.  Enrollment  in the Plan
shall be effective, and payroll deductions shall commence, approximately 30 days
after  the  signed   Enrollment  Form  is  received  by  the  Manager   Business
Center-Employee and Payroll Services.

      Once  enrolled in the Plan, a  Participant  shall remain in the Plan until
the  Participant  withdraws  from the  Plan,  the  Participant's  enrollment  is
terminated  under Section 10 or the Plan is  terminated  under Section 15. After
withdrawing  or being  terminated  from  the  Plan,  an  Eligible  Employee  may
re-enroll in the Plan at any time by executing a new Enrollment Form and sending
it to the Manager  Business  Center-Employee  and  Payroll  Services as provided
above.

      A  Participant  may  change  the  amount  of  the  Participant's   payroll
deductions  under  the  Plan  at any  time by  sending  a new  Enrollment  Form,
indicating the new amount of deduction, to the Manager Business  Center-Employee
and Payroll  Services.  The change in amount of deduction  shall be effective as
soon as practicable  after receipt by the Manager Business  Center-Employee  and
Payroll Services.

Section 5. Limit on Payroll Deductions

      A Participant may authorize payroll  deductions to be made each pay period
in any dollar amount up to 10% of the Participant's  base pay, but not less than
$5 a week for  those on  weekly  payroll  and $10 every two weeks for those on a
biweekly payroll.  A request by a Participant to reduce payroll deductions below
such minimum will be deemed a request to withdraw from the Plan.

Section 6. Purchases of Stock

      PSEG will have sole  discretion as to whether Common Stock purchased under
the Plan will be purchased  directly from it. The  Recordkeeper  will notify the
Independent  Agent prior to the commencement of the Investment  Period for which
the  Independent  Agent will be required to purchase  shares for the Plan in the
open market.  Purchases of Common Stock not directly  made from PSEG may be made
by the  Independent  Agent on any securities  exchange on which shares of Common
Stock are traded or in negotiated transactions.

      On the  Open  Market.  Amounts  deducted  from  Participants'  pay or sick
benefits and an amount equal to the purchase price discount shall be transmitted
to  PSEG  by  each  such  Participant's  respective  Employer.   Similarly,  the
Recordkeeper  will transmit to PSEG any dividends paid on shares of Common Stock
held for the accounts of  Participants  under the Plan. PSEG shall forward these
amounts to the Independent  Agent.  The  Independent  Agent shall apply all such
amounts to the purchase of shares of Common  Stock at any time or times,  at the
sole  discretion of the  Independent  Agent,  during the period  commencing  not
earlier  than  the  tenth  day of  the  month  and  ending  no  later  than  the
twenty-fourth  day of such month.  The last date during an Investment  Period on
which shares are so acquired by the Independent  Agent  (Investment Date) is the
date as of which such shares will be credited to Participants' accounts.

      Directly  from  PSEG.  Amounts  deducted  from  Participants'  pay or sick
benefits and an amount equal to the purchase  price discount will be transmitted
to  PSEG  by  each  such  Participant's  respective  Employer.   Similarly,  the
Recordkeeper  will transmit to PSEG any dividends on shares of Common Stock held
for the accounts of  Participants  under the Plan. PSEG shall, on the Investment
Date,  apply all such  amounts  to the  purchase  of new issue  shares of Common
Stock.

                                       5
Purchases  of  shares  of  Common  Stock  under  the Plan may be made only
through payroll  deductions and the reinvestment of dividends on shares held for
the account of Participants  under the Plan. Shares purchased shall be allocated
to  Participants'  accounts each month as full shares and  fractional  shares to
four  decimal  places  on the  basis of  Participants'  payroll  deductions  and
dividends paid on shares held for their accounts under the Plan.

      Under no  circumstances  will  Common  Stock  purchased  under the Plan be
bought  back  from a  Participant  or the  Independent  Agent  by PSEG or by any
Employer.

Section 7. Cost of Stock Purchased

      On the Open  Market.  The cost to each  Participant  of the  Common  Stock
purchased on the open market for the Participant's account under this Plan shall
be 95% of the  weighted  average  price  paid by the  Independent  Agent for all
shares purchased during the applicable Investment Period.

      Directly  from PSEG.  The cost to each  Participant  of the  Common  Stock
purchased directly from PSEG for the Participant's  account under the Plan shall
be 95% of the  average of the high and low sale  prices of the  Common  Stock as
reported on the New York Stock Exchange on the applicable Investment Date.

      Each Employer will pay its  respective  costs of  administering  the Plan,
including  payment to PSEG or to the  Independent  Agent, as the case may be, on
behalf of Participants of an amount equal to the 5% discount,  but not including
any  expenses  of sale  incurred in making cash  distributions  to  Participants
representing  fractional  shares  held for  their  account  upon  withdrawal  or
termination  of  Participants  from the Plan under Section 10, or termination of
the Plan under Section 15. Brokerage commissions associated with the purchase of
shares of Common  Stock on the open  market  under the Plan will be paid by each
respective  Employer.  All payments made on behalf of  Participants by Employers
will be  reported  to the  Internal  Revenue  Service as taxable  income to such
Participants.  No interest will be paid on payroll deductions or dividends being
held for the purchase of shares of Common Stock under the Plan.

Section 8. Issuance of Certificates

      Shares  of  Common  Stock  purchased  under  the Plan for the  account  of
Participants,  either by payroll deductions or by the reinvestment of dividends,
shall be held by the  Recordkeeper  in its name,  or in the name of its nominee,
for the account of Participants, until transferred to individual Participants. A
Participant may at any time, by written notice to the Recordkeeper,  request the
issuance of  certificates  in the name of the Participant for any number of full
shares of Common Stock held for the  Participant's  account under the Plan. Such
certificates  shall  be  issued  and  delivered  to the  Participant  as soon as
practicable.

      Certificates  evidencing shares purchased for a Participant under the Plan
will be issued only in the name of the Participant.

      Any Participant desiring to transfer  certificates issued through the Plan
from such  Participant's  individual name to another  registration  may do so by
bringing or sending the certificates to the Recordkeeper.  Participants  sending
certificates to the  Recordkeeper  for transfer should call  1-800-242-0813  for
instructions.  Telephone hours are 10:00 A.M. to 3:30 P.M., Eastern Time, Monday
through Friday, except holidays.

      Certificates  for full shares shall be issued only upon written request by
the  Participant  to the  Recordkeeper,  or upon a  Participant's  withdrawal or
termination  from the Plan, or upon  termination of the Plan.  Certificates  for
fractional shares shall not be issued under any circumstances. For payments made
representing  fractional  shares  held for the  account  of a  Participant  upon
withdrawal or  termination  from the Plan, or upon  termination of the Plan, see
Sections 10 and 15.

      A Participant's rights under the Plan may not be transferred,  assigned or
pledged  during the  Participant's  lifetime.  Shares  held for the account of a
Participant under the Plan may not be pledged as collateral.

Section 9. Dividends

      Dividends on all shares of Common Stock held by the Recordkeeper under the
Plan shall be applied to the  purchase of full and  fractional  shares of Common
Stock. Cash dividends will not be paid to Participants on shares of Common Stock
held for their account under the Plan. Cash payment of any uninvested  dividends
and payroll

                                       6
deductions  will be made to  Participants  upon their  withdrawal or termination
from the Plan or upon termination of the Plan.

Section 10. Withdrawal

      A  Participant  may withdraw  from the Plan at any time by  notifying  the
Manager  Business  Center-Employee  and  Payroll  Services  in writing  that the
Participant  wishes  to  withdraw  or  by  reducing  authorization  for  payroll
deductions below the required minimum contribution. Any such withdrawal shall be
effective as soon as  practicable  after receipt of the request to withdraw,  as
determined  by the Manager  Business  Center-Employee  and Payroll  Services.  A
Participant's  enrollment in the Plan shall terminate  automatically upon death,
termination  of  employment or  retirement  or upon  commencement  of a leave of
absence of more than one month  without  pay (unless  the  Participant  has made
arrangements with the Manager Business  Center-Employee  and Payroll Services to
continue  monthly  payments)  and  payroll  deductions  shall  cease  as soon as
practicable.

      Upon such  withdrawal or  termination,  a certificate  for all full shares
held for the account of the Participant shall be issued to the Participant and a
cash payment representing proceeds of sale of any fractional shares held for the
account of the  Participant  based on the current  market price at time of sale,
less any related  brokerage  commission  and transfer tax,  shall be made to the
Participant.

Section 11. Reports to Participants

      As soon as  practicable  after the  close of each  calendar  quarter,  the
Recordkeeper  shall provide each Participant with a statement of account showing
the share transactions in the Participant's  account for that quarter,  the cost
thereof and the balance of shares held for the  Participant's  account under the
Plan.  Each  Participant  shall also  receive  income tax  information  annually
relating to the purchase of Common Stock under the Plan and the same information
that is distributed to other PSEG stockholders generally.

Section 12. Voting of Shares

      A Participant shall receive a proxy and copies of all soliciting  material
furnished  by PSEG  to its  stockholders  in  connection  with  any  meeting  of
stockholders  or consent  sought in lieu of a meeting.  If the proxy is returned
properly signed and marked for voting,  all of the full and fractional shares of
Common Stock held for the Participant's account will be voted as marked.

Section 13. Subscription Rights, Stock Dividends and Stock Splits

      If, during the course of the Plan, PSEG should grant to the holders of its
Common Stock rights to  subscribe to an issue or issues of  securities  of PSEG,
any such rights attaching to the shares of Common Stock held by the Recordkeeper
under the Plan shall be distributed to  Participants.  However,  rights shall be
issued for the number of full  shares  only and rights  based on a fraction of a
share held in a Participant's  account will be sold and the net proceeds will be
applied to the  purchase of Common Stock for the account of the  Participant  on
the next Investment Date.

      Stock dividends on shares held in a  Participant's  account under the Plan
and Common Stock issued upon any split of such shares,  shall be credited to the
Participant's account.

Section 14. Administration

      The Committee  shall  administer the Plan. The  Recordkeeper  shall keep a
continuing record of each  Participant's  account under the Plan, send quarterly
statements of account to  Participants  and perform other duties relating to the
Plan for Participants.  Common Stock purchased under the Plan will be registered
in the name of PSEG, or its nominee,  as  administrator  for Participants in the
Plan. PSEG's Board of Directors may change the administrator or the Recordkeeper
in its discretion.

Section 15. Termination and Amendment

      The Plan  may be  terminated  at any time by  action  of  PSEG's  Board of
Directors.  Any such termination  shall be effective on an Investment Date. Upon
termination,  a  certificate  for all full  shares  held for the account of each

                                       7
Participant  shall be issued to the Participant and a cash payment  representing
the weighted average market value of any fractional  shares held for the account
of the  Participant,  determined as of the Investment Date of termination,  less
the expenses of any sale  necessary to make such cash payment,  shall be made to
the Participant.

      PSEG may also  modify,  suspend or amend the Plan at any time by action of
its Board of Directors.  All Participants will receive  notification of any such
modification, suspension or amendment.

      No  amendment  or  termination  of the Plan shall  impair any rights which
shall have accrued under the Plan or deprive any  Participant  of the equivalent
in cash or other  benefits of the  contributions  of the  Participant  under the
Plan.

                      ADDITIONAL INFORMATION ABOUT THE ESPP

      As of May 31, 2003,  2,120,485  shares of new issue Common Stock  remained
reserved for sale directly to Participants  pursuant to the ESPP. This numerical
limitation  on shares does not apply to any shares  purchased by an  Independent
Agent on the open market.

      No benefit  or right  under the ESPP may in any manner or to any extent be
assigned,  alienated,  or  transferred  by any  Participant  under the ESPP.  In
addition,  no benefit or right under the ESPP may be  subjected  to  attachment,
garnishment or other legal process without an appropriate court order.

      The ESPP is not  subject  to the  provisions  of the  Employee  Retirement
Income  Security Act of 1974, as amended,  ("ERISA") and benefits under the ESPP
are not guaranteed by the Pension Benefit Guaranty Corporation. Neither PSEG nor
any Employer provides any such protection to Participants and they do not insure
any gains nor protect against any loss from any investment in the ESPP.

      Although the ESPP is of  indefinite  duration,  PSEG reserves the right to
amend,  modify or terminate the ESPP at any time, in its sole  discretion.  PSEG
also retains the right to change the Recordkeeper  and/or the Independent  Agent
at its sole discretion.

      While the ESPP does not place  restrictions  on  resales  of Common  Stock
acquired  thereunder,  shares  of  Common  Stock  acquired  under the ESPP by an
"affiliate,"  as that term is  defined in Rule 405 under the  Securities  Act of
1933  (the  "1933  Act"),  may  only  be  resold  pursuant  to the  registration
requirements of the 1933 Act or an appropriate exemption therefrom. Acquisitions
of shares  of Common  Stock  and  dispositions  of shares of Common  Stock by an
officer or director,  as defined under the rules promulgated under Section 16 of
the  Securities  Exchange  Act of 1934 (the  "1934  Act"),  of PSEG  within  any
six-month period may give rise to the right of PSEG to recapture any profit from
such transactions pursuant to Section 16(b) of the 1934 Act.

      A copy of PSEG's 2002 Annual Report to Stockholders  has been furnished to
each  Participant in the ESPP. PSEG will promptly  furnish,  without charge,  an
additional  copy of such Annual Report to any Eligible  Employee who so requests
by writing to the Director,  Investor  Relations,  80 Park Plaza,  T6B, P.O. Box
1171, Newark,  New Jersey 07101-1171.  Each Participant will be furnished copies
of all future reports,  proxy statements and other  communications  furnished to
PSEG stockholders generally.

      For  further  information  about  the  ESPP,   Participants  and  Eligible
Employees  may contact the  Recordkeeper  in writing at 80 Park Plaza,  P.O. Box
1171, T6B, Newark,  NJ 07101-1171 or by telephone at  1-800-242-0813.  Telephone
hours are 10:00 A.M. to 3:30 P.M.,  Eastern Time, Monday through Friday,  except
holidays.

                          TAX CONSEQUENCES OF THE ESPP

      Outlined below is a summary of certain tax consequences that may result to
Participants  in the ESPP.  THE LAW ON WHICH THIS OUTLINE IS BASED IS SUBJECT TO
CHANGE AT ANY TIME. EACH  PARTICIPANT  SHOULD CONSULT HIS OR HER OWN TAX ADVISOR
CONCERNING  THE  APPLICATION OF FEDERAL  TAXES,  AS WELL AS ANY STATE,  LOCAL OR
FOREIGN TAXES, PARTICULAR TO THE PARTICIPANT'S OWN SITUATION.

                                       8
For purposes of Federal income and social  security taxes and state income
taxes, each Participant in the ESPP will be treated as receiving compensation on
each  Investment  Date in an amount equal to the sum of (a) 5% discount from the
weighted  average price on the shares  purchased for the  Participant's  account
during  such  period,  including  both  the  shares  purchased  through  payroll
deductions and those purchased  through the  reinvestment of dividends,  and (b)
any  brokerage  commissions  on the  purchase  of such  shares.  As  required by
applicable law, each Participant's  respective  Employer will withhold from each
Participant's pay the appropriate  amount of withholding  taxes  attributable to
such compensation and will include such  compensation on the Participant's  Form
W-2 for the year.

      For purposes of Federal and state income taxes, each Participant will also
be treated as receiving  income on each dividend payment date  (ordinarily,  the
last business day of March, June, September and December) equal to the dividends
on the  shares  held for the  Participant's  account  under  the  ESPP  that are
reinvested in additional  shares.  This income will be reflected on the Internal
Revenue Service Form 1099-DIV sent to the Participant after year-end.

      The  Participant's tax basis in shares purchased under the ESPP will equal
100% of the  weighted  average  price of the stock  acquired  in the  Investment
Period plus any applicable brokerage commissions.

      A Participant's  holding period for shares acquired  through the ESPP will
begin on the day following the Investment Date for such shares.

      A Participant  who, upon  withdrawal or termination  from the ESPP or upon
termination  of the ESPP,  receives a cash  adjustment for a fraction of a share
credited to his or her account, will realize a gain or loss with respect to such
fraction.  Gain or loss will also be realized by a Participant  who sells shares
that have been  withdrawn from the ESPP. The amount of such gain or loss will be
the difference between the amount which the Participant  receives for his or her
shares or fraction of a share and his or her tax basis therefor.

      For  further  tax  information  relating  to  participation  in the  ESPP,
Participants should consult with their own tax advisors.

      The amount of the 5%  discount  and of the  brokerage  commissions  on all
purchases  of  shares  purchased  under the ESPP will  constitute  an  allowable
Federal income tax expense to each Participant's respective Employer.

      The ESPP is not  qualified  under Section  401(a) of the Internal  Revenue
Code of 1986, as amended.

                       WHERE YOU CAN FIND MORE INFORMATION

      PSEG files annual,  quarterly and special  reports,  proxy  statements and
other  information  with the SEC. You may read and copy any  document  that PSEG
files  at the  Public  Reference  Room of the  SEC at 450  Fifth  Street,  N.W.,
Washington,  D.C.  20549.  Information on the operation of the Public  Reference
Room may be obtained by calling the SEC at  1-800-SEC-0330.  You may also obtain
our filings on the Internet at the SEC's home page at http://www.sec.gov. PSEG's
common stock is listed on the New York Stock  Exchange  under the ticker  symbol
"PEG." You can  obtain  information  about  PSEG at the  offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.

      This prospectus is part of a registration statement on Form S-8 filed with
the SEC under the 1933 Act. It does not contain all of the  information  that is
important  to you.  You  should  read the  registration  statement  for  further
information  with  respect  to the  securities,  the  Trust  and us.  Statements
contained in this prospectus  concerning the provisions of any document filed as
an  exhibit  to the  registration  statement  or  otherwise  filed  with the SEC
highlight  selected  information,  and in each instance reference is made to the
copy of the full document as filed with the SEC.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The SEC allows PSEG to  "incorporate by reference"  information  that PSEG
files with it, which means that PSEG can disclose  important  information to you
by referring you to those documents.  The information  incorporated by reference
or deemed incorporated by reference is an important part of this prospectus, and

                                       9
information  that PSEG files later with the SEC will be deemed to  automatically
update  and  supersede  this  incorporated  information.  PSEG  incorporates  by
reference  the  documents in File No. 9120 listed  below and any future  filings
made with the SEC under Sections 13(a),  13(c), 14, or 15(d) of the 1934 Act, as
amended,  prior to the  termination  of any  particular  offering of  securities
hereunder.

      o     PSEG's  Annual  Report on Form 10-K for the year ended  December 31,
            2002;

      o     PSEG's Quarterly Report on Form 10-Q for the quarter ended March 31,
            2003; and

      o     PSEG's Current Reports on Form 8-K filed with the SEC on January 28,
            2003, April 15, 2003, June 6, 2003 and June 17, 2003.

      You can get a free copy of any of the documents  incorporated by reference
by making an oral or written request directed to:

                                 J. Brian Smith
                          Director, Investor Relations
                            PSEG Services Corporation
                            80 Park Plaza, 6th Floor
                                Newark, NJ 07101
                            Telephone (973) 430-6564

      You should  rely only on the  information  contained  or  incorporated  by
reference or deemed to be incorporated by reference in this prospectus. PSEG has
not  authorized  anyone  else  to  provide  you  with  different  or  additional
information.  You should not rely on any other  information or  representations.
PSEG's affairs may change after this prospectus is  distributed.  You should not
assume that the  information in this prospectus is accurate as of any date other
than the dates on the front of those documents.  You should read all information
supplementing this prospectus.

                                       10
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

      o     Our Annual Report on Form 10-K for the year ended December 31, 2002;

      o     Our Quarterly Report on Form 10-Q for the quarter ended March 31,
            2003;

      o     Our Current Reports on Form 8-K filed with the SEC on January 28,
            2003, April 15, 2003, June 6, 2003 and June 17, 2003; and

      o     Our Amended Current Report on Form 8-K dated January 17, 1990
            containing a description of our common stock, without par value.

All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the
1934 Act 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., our Associate General Counsel, 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 our Common Stock
covered by this registration statement that were previously unissued) will be
legally issued, fully paid and non-assessable. Mr. Foran is one of our officers
and is eligible to participate in the ESPP.

Item 6. Indemnification of Directors and Officers.

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

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

      (2)   have power to indemnify each of our directors and officers against
            expenses in connection with any proceeding by or in our own right to
            procure a judgment in our favor which involves such director or
            officer by reason of his/her being or having been such director or
            officer, if he/she acted in good faith and in a manner he/she
            reasonably believed to be in or not opposed to our best interests;
            however, in such proceeding no indemnification may 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 us, 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 our directors and officers against expenses
            to the extent that he/she 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)   have 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/her by reason of his/her
            being or having been a director or officer, whether or not we would
            have the power to indemnify him/her against such expenses and
            liabilities under the statute.

      As used in the statute, "expenses" mean 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 may be awarded by a court under (1) or (2) as well as
      under (3) above, notwithstanding a prior determination by us 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 may be entitled under a certificate of
      incorporation, by-law, or otherwise.

      Article 8, Section 1 of our Certificate of Amendment of Certificate of
Incorporation provides as follows:

                  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 our Certificate of Amendment of Certificate of
Incorporation provides as follows:

                  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.

      Our 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 we
      are insured to the extent that we are required or permitted by law to
      indemnify the directors and officers for such loss. We pay the premiums
      for such insurance.
Item 7. Exemption from Registration Claimed.

      Not applicable.

Item 8. Exhibits.

      See Exhibit Index.

Item 9. Undertakings.

      (a)   We hereby undertake:

      (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
                  1933 Act;

            (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 may 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) to 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 us pursuant to Section 13 or Section 15(d) of the
      1934 Act that are incorporated by reference in the registration statement;

      (2)   that, for the purpose of determining any liability under the 1933
            Act, 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)   We hereby undertake that, for purposes of determining any liability
            under the 1933 Act, each filing of our annual report pursuant to
            Section 13(a) or Section 15(d) of the 1934 Act 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.

      (h)   Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to our directors, officers and
            controlling persons pursuant to the foregoing provisions, or
            otherwise, we have 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 our payment of expenses incurred or
            paid by one of our directors, officers, or controlling persons 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, we will, unless in
            the opinion of our counsel the matter has been settled by
            controlling precedent, submit to a court of appropriate jurisdiction
            the question of whether such indemnification by us 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, the
registrant, Public Service Enterprise Group Incorporated, certifies that it has
reasonable grounds to believe it meets all of 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,
State of New Jersey, on this 20th day of June, 2003.

                                    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      June 20, 2003
      ---------------------
        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 June 20, 2003.

             Name                                  Capacity
             ----                                  --------

      E. James Ferland                  Principal Executive Officer and Director
      Patricia A. Rado                  Principal Accounting Officer
      Caroline Dorsa                    Director
      Albert R. Gamper, Jr.             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                            PSEG's Certificate of Incorporation(1)

4b                            PSEG's Certificate of Amendment of Certificate of
                              Incorporation(2)

4c                            PSEG's  By-Laws(3)

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

15                            Not Applicable

23.1                          Independent Auditors' Consent

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

24                            Power of Attorney

----------
(1)   Previously filed as Exhibit 3(a) to Registration Statement on Form S-4,
      No.33-2935, and incorporated herein by reference.
(2)   Previously filed as Exhibit 3(c) to Annual Report on Form 10-K for the
      year ended December 31, 1987, File No. 001-09120, and incorporated herein
      by reference.
(3)   Previously filed as Exhibit 3-6 to Registration Statement on Form S-3,
      No.333-86372, and incorporated herein by reference.