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
                          2001 Long Term Incentive Plan
                              (Full title of plan)

                              --------------------

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

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

                              --------------------

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title             Amount            Proposed         Proposed       Amount of
Of Each to be                       Maximum          Maximum        Registration
Class of Registered                 Offering         Aggregate      Fee
Securities                          Price            Offering
to be                               Per Unit         Price
Registered                            (1)             (1)
--------------------------------------------------------------------------------

Common Stock
Without
Par value         15,000,000        43.83            657,450,000    164,363
                  Shares


(1)  Estimated in accordance  with Rule 457(h) under the  Securities Act of 1933
     solely for the purpose of  determining  the  registration  fee based on the
     average  of the  high and low  prices  on July 25,  2001 for  Common  Stock
     without  par value of Public  Service  Enterprise  Group  Incorporated,  as
     reported in the consolidated reporting system.


<PAGE>
                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

*Item 1. Plan Information

*Item 2. Registrant Information and Employee Plan Annual Information.
------------------
*  The  information  required  by  Part I of Form S-8  to be  contained  in  the
Section  10(a)  prospectus  is  omitted  from  this  registration  statement  in
accordance with Rule 428 under the Securities Act of 1933 and the note to Part I
of Form S-8.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

     (a)  Registrant's  Annual  Report on Form 10-K for the year ended  December
          31, 2000;

     (b)  Registrant's Quarterly Report on Form 10-Q for the Quarter ended March
          31, 2001;

     (c)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities Exchange Act of 1934 since December 31, 1999; and

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

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

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

     James T. Foran,  Esq.,  Associate  General  Counsel of PSEG,  has given his
opinion,  which is included as Exhibit 5 to this registration  statement,  as to
whether  the  original  issuance  securities  (i.e.,  shares of Common  Stock of
Registrant covered by this registration statement that were previously unissued)
will be legally issued,  fully paid and non-assessable.  Mr. Foran is an officer
of Registrant and is eligible to  participate  in the Public Service  Enterprise
Group Incorporated 2001 Long-Term Incentive Plan (the "LTIP").

<PAGE>
Item 6. Indemnification of Directors and Officers.

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

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

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

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

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

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

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

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

<PAGE>
     Article 8, Section 1 of the Registrant Certificate of Amendment of
     Certificate of Incorporation provides as follows:

     1.   Indemnification:

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

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

     2.   Limitation of Liability:

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

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

Item 7. Exemption from Registrant Claimed.

        Not applicable.


Item 8. Exhibits.

        See Exhibit Index.
<PAGE>
Item 9. Undertakings.

        (a)  The undersigned Registrant hereby undertakes:


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

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

             (ii)   to reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  registration  statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    offered (if the total  dollar  value of  securities  offered
                    would  not  exceed  that  which  was   registered)  and  any
                    deviation from the low or high end of the estimated  maximum
                    offering  range 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 Registrant  pursuant  to  Section 13 or
        Section 15(d)   of   the  Securities  Exchange  Act  of  1934  that  are
        incorporated by reference in the registration statement;


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

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

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933,  Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Newark  and  State of New  Jersey on the 31st day of
July, 2001.

                  Public Service Enterprise Group Incorporated


                      By:       E. JAMES FERLAND
                      --------------------------------------
                                E. James Ferland
                        Chairman of the Board, President
                           and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

         Signature                  Title                          Date


E.JAMES FERLAND          Chairman of the Board,                    July 31, 2001
----------------------
E. James Ferland         President and Chief Executive Officer
                         And Director (Principal Executive Officer)

THOMAS M. O'FLYNN        Executive Vice President and Chief        July 31, 2001
----------------------
Thomas M. O'Flynn        Financial Officer (Principal Financial
                         Officer)

PATRICIA A. RADO
----------------------   Vice President and Controller             July 31, 2001
Patricia A. Rado


ERNEST H. DREW
----------------------   Director                                  July 31, 2001
Ernest H. Drew


T. J. DERMOT DUNPHY
----------------------   Director                                  July 31, 2001
T.J. Dermot Dunphy


ALBERT R. GAMPER, JR.
----------------------   Director                                  July 31, 2001
Albert R. Gamper, Jr.


RAYMOND V. GILMARTIN
----------------------   Director                                  July 31, 2001
Raymond V. Gilmartin


CONRAD H. HARPER
----------------------   Director                                  July 31, 2001
Conrad K. Harper


SHIRLEY ANN JACKSON
----------------------   Director                                  July 31, 2001
Shirley Ann Jackson


MARILYN M. PFALTZ
----------------------   Director                                  July 31, 2001
Marilyn M. Pfaltz


RICHARD J. SWIFT
----------------------   Director                                  July 31, 2001
Richard J. Swift

<PAGE>

                                INDEX TO EXHIBITS


EXHIBIT NO.         DESCRIPTION

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

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

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

4d                  The 2001 Long-Term Incentive Plan

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

15                  Not Applicable

23.1                Consent of Deloitte & Touche, LLP

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

24                  Powers of Attorney
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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
                          2001 Long Term Incentive Plan
                              (Full title of plan)

                              --------------------

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

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

                              --------------------

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title             Amount            Proposed         Proposed       Amount of
Of Each to be                       Maximum          Maximum        Registration
Class of Registered                 Offering         Aggregate      Fee
Securities                          Price            Offering
to be                               Per Unit         Price
Registered                            (1)             (1)
--------------------------------------------------------------------------------

Common Stock
Without
Par value         15,000,000        43.83            657,450,000    164,363
                  Shares

(1)  Estimated in accordance  with Rule 457(h) under the  Securities Act of 1933
     solely for the purpose of  determining  the  registration  fee based on the
     average  of the  high and low  prices  on July 25,  2001 for  Common  Stock
     without  par value of Public  Service  Enterprise  Group  Incorporated,  as
     reported in the consolidated reporting system.
PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

*Item 1. Plan Information

*Item 2. Registrant Information and Employee Plan Annual Information.
------------------
*  The  information  required  by  Part I of Form S-8  to be  contained  in  the
Section  10(a)  prospectus  is  omitted  from  this  registration  statement  in
accordance with Rule 428 under the Securities Act of 1933 and the note to Part I
of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

     (a)  Registrant's  Annual  Report on Form 10-K for the year ended  December
          31, 2000;

     (b)  Registrant's Quarterly Report on Form 10-Q for the Quarter ended March
          31, 2001;

     (c)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities Exchange Act of 1934 since December 31, 1999; and

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

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

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

     James T. Foran,  Esq.,  Associate  General  Counsel of PSEG,  has given his
opinion,  which is included as Exhibit 5 to this registration  statement,  as to
whether  the  original  issuance  securities  (i.e.,  shares of Common  Stock of
Registrant covered by this registration statement that were previously unissued)
will be legally issued,  fully paid and non-assessable.  Mr. Foran is an officer
of Registrant and is eligible to  participate  in the Public Service  Enterprise
Group Incorporated 2001 Long-Term Incentive Plan (the "LTIP").
Item 6. Indemnification of Directors and Officers.

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

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

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

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

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

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

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

     Indemnification  under the statute  does not  exclude  any other  rights to
     which a director or officer may  be  entitled   under  a   certificate   of
     incorporation, by-law, or otherwise.
Article 8, Section 1 of the Registrant Certificate of Amendment of
     Certificate of Incorporation provides as follows:

     1.   Indemnification:

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

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

     2.   Limitation of Liability:

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

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

Item 7. Exemption from Registrant Claimed.

        Not applicable.

Item 8. Exhibits.

        See Exhibit Index.
Item 9. Undertakings.

        (a)  The undersigned Registrant hereby undertakes:

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

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

             (ii)   to reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  registration  statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    offered (if the total  dollar  value of  securities  offered
                    would  not  exceed  that  which  was   registered)  and  any
                    deviation from the low or high end of the estimated  maximum
                    offering  range 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 Registrant  pursuant  to  Section 13 or
        Section 15(d)   of   the  Securities  Exchange  Act  of  1934  that  are
        incorporated by reference in the registration statement;

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

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

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

     Pursuant to the  requirements  of the  Securities  Act of 1933,  Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Newark  and  State of New  Jersey on the 31st day of
July, 2001.

                  Public Service Enterprise Group Incorporated

                      By:       E. JAMES FERLAND
                      --------------------------------------
                                E. James Ferland
                        Chairman of the Board, President
                           and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

         Signature                  Title                          Date

E.JAMES FERLAND          Chairman of the Board,                    July 31, 2001
----------------------
E. James Ferland         President and Chief Executive Officer
                         And Director (Principal Executive Officer)

THOMAS M. O'FLYNN        Executive Vice President and Chief        July 31, 2001
----------------------
Thomas M. O'Flynn        Financial Officer (Principal Financial
                         Officer)

PATRICIA A. RADO
----------------------   Vice President and Controller             July 31, 2001
Patricia A. Rado

ERNEST H. DREW
----------------------   Director                                  July 31, 2001
Ernest H. Drew

T. J. DERMOT DUNPHY
----------------------   Director                                  July 31, 2001
T.J. Dermot Dunphy

ALBERT R. GAMPER, JR.
----------------------   Director                                  July 31, 2001
Albert R. Gamper, Jr.

RAYMOND V. GILMARTIN
----------------------   Director                                  July 31, 2001
Raymond V. Gilmartin

CONRAD H. HARPER
----------------------   Director                                  July 31, 2001
Conrad K. Harper

SHIRLEY ANN JACKSON
----------------------   Director                                  July 31, 2001
Shirley Ann Jackson

MARILYN M. PFALTZ
----------------------   Director                                  July 31, 2001
Marilyn M. Pfaltz

RICHARD J. SWIFT
----------------------   Director                                  July 31, 2001
Richard J. Swift
INDEX TO EXHIBITS

EXHIBIT NO.         DESCRIPTION

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

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

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

4d                  The 2001 Long-Term Incentive Plan

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

15                  Not Applicable

23.1                Consent of Deloitte & Touche, LLP

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

24                  Powers of Attorney