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
                          1989 Long-Term Incentive Plan
                              (Full title of plan)

                              --------------------
  Robert C. Murray                     or                 James T.  Foran,  Esq.
 Vice  President and                                         Associate General
Chief Financial Officer                                            Counsel

                                  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      Propose            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     $35.84        $537,600,000       $141,926
                    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 June 14,  2000 for Common
         Stock without par value of Public Service Enterprise Group Incorporated
         (PSEG), 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  Annual Report on Form 10-K for the year ended December 31,
          1999;

     (b)  Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;

     (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 1989 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.

     Article 8,  Section  1  of  the  Registrant  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  the  Registrant's  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.

                  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.


<PAGE>
Item 7.  Exemption from Registrant Claimed

         Not applicable.

Item 8.  Exhibits

         See Exhibits 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  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 be deemed to be a new registration  statement relating
                    to the securities offered therein,  and the offering of such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof; and

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

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

     (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 20th day of
June, 2000.

                  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

/s/ E. JAMES FERLAND
_____________________   Chairman of the Board,                    June 20, 2000
E. James Ferland         President, Chief Executive Officer
                         and Director (Principal Executive Officer)

/s/ROBERT C. MURRAY
______________________   Vice President and Chief Financial        June 20, 2000
Robert C. Murray         Officer (Principal Financial Officer)


/s/PATRICIA A. RADO
______________________   Vice President and Controller             June 20, 2000
Patricia A. Rado


______________________   Director                                  June 20, 2000
Ernest H. Drew


/s/T.J. DERMOT DUNPHY
______________________   Director                                  June 20, 2000
T.J. Dermot Dunphy


/s/RAYMOND V. GILMARTIN
_______________________  Director                                  June 20, 2000
Raymond V. Gilmartin

/s/CONRAD K. HARPER
______________________   Director                                  June 20, 2000
Conrad K. Harper

/s/IRWIN LERNER
______________________   Director                                  June 20, 2000
Irwin Lerner

/s/MARILYN PFALTZ
______________________   Director                                  June 20, 2000
Marilyn M. Pfaltz


/s/FORREST J. REMICK
______________________   Director                                  June 20, 2000
Forrest J. Remick


/s/RICHARD J. SWIFT
______________________   Director                                  June 20, 2000
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 By-Laws  (Incorporated by
            reference    to    Exhibit   3b   of
            Registrant's  Annual  Report on Form
            10-K dated April 11, 1988).

4c          The 1989 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          Power of Attorney
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 21054}]
{"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": "333-39738", "film-number": "657944"}, "business-address": {"street1": "80 PARK PLZ", "street2": "P O BOX 1171", "city": "NEWARK", "state": "NJ", "zip": "07101", "phone": "9734307000"}}
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
                          1989 Long-Term Incentive Plan
                              (Full title of plan)

                              --------------------
  Robert C. Murray                     or                 James T.  Foran,  Esq.
 Vice  President and                                         Associate General
Chief Financial Officer                                            Counsel

                                  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      Propose            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     $35.84        $537,600,000       $141,926
                    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 June 14,  2000 for Common
         Stock without par value of Public Service Enterprise Group Incorporated
         (PSEG), 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  Annual Report on Form 10-K for the year ended December 31,
          1999;

     (b)  Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;

     (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 1989 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:

              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:

              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 Exhibits 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  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 be deemed to be a new registration  statement relating
                    to the securities offered therein,  and the offering of such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof; and

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

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

     (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 20th day of
June, 2000.

                  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

/s/ E. JAMES FERLAND
_____________________   Chairman of the Board,                    June 20, 2000
E. James Ferland         President, Chief Executive Officer
                         and Director (Principal Executive Officer)

/s/ROBERT C. MURRAY
______________________   Vice President and Chief Financial        June 20, 2000
Robert C. Murray         Officer (Principal Financial Officer)

/s/PATRICIA A. RADO
______________________   Vice President and Controller             June 20, 2000
Patricia A. Rado

______________________   Director                                  June 20, 2000
Ernest H. Drew

/s/T.J. DERMOT DUNPHY
______________________   Director                                  June 20, 2000
T.J. Dermot Dunphy

/s/RAYMOND V. GILMARTIN
_______________________  Director                                  June 20, 2000
Raymond V. Gilmartin

/s/CONRAD K. HARPER
______________________   Director                                  June 20, 2000
Conrad K. Harper

/s/IRWIN LERNER
______________________   Director                                  June 20, 2000
Irwin Lerner

/s/MARILYN PFALTZ
______________________   Director                                  June 20, 2000
Marilyn M. Pfaltz

/s/FORREST J. REMICK
______________________   Director                                  June 20, 2000
Forrest J. Remick

/s/RICHARD J. SWIFT
______________________   Director                                  June 20, 2000
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 By-Laws  (Incorporated by
            reference    to    Exhibit   3b   of
            Registrant's  Annual  Report on Form
            10-K dated April 11, 1988).

4c          The 1989 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          Power of Attorney