8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 10, 2006

Date of Report (Date of earliest event reported)

	Exact Name of Registrant as Specified in Its Charter;
Commission	State of Incorporation; Address of Principal Executive	IRS Employer
File Number	Offices; and Telephone Number	Identification Number
001-09120	Public Service Enterprise Group Incorporated	22-2625848
	(a New Jersey Corporation)
	80 Park Plaza
	P.O. Box 1171
	Newark, New Jersey 07101-1171
	(973) 430-7000
000-32503	PSEG Energy Holdings L.L.C.	42-1544079
	(a New Jersey Limited Liability Company)
	80 Park Plaza-T20
	Newark, New Jersey 07102-4194
	(973) 430-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

          The information contained in this Form 8-K is filed for Public Service Enterprise Group Incorporated (PSEG) and its wholly owned subsidiary, PSEG Energy Holdings L.L.C. (Energy Holdings). Information contained herein relating to any individual company is provided by such company on its own behalf and in connection with its respective Form 8-K.

Item 2.06 Material Impairments

PSEG and Energy Holdings

          Rio Grande Energia (RGE)

          On May 10, 2006, Energy Holdings’ subsidiary, PSEG Global L.L.C. (Global), entered into an agreement for the sale of its 32% indirect ownership interest in RGE, a Brazilian electric distribution company, and its affiliates, to its partner in RGE, Companhia Paulista de Forcae Luz (CPFL), a publicly-traded Brazilian conglomerate that owns a number of electric distribution and generation companies. RGE itself has approximately 1.1 million customers. In 2005, Global recorded earnings of approximately $26 million and received dividends of approximately $7 million from this investment. The expected sale is consistent with Global’s strategy to opportunistically monetize assets that no longer have a strategic fit in its portfolio. Cash proceeds from the sale are expected to be $185 million, and, together with an anticipated reduction in tax liability, would result in net proceeds of approximately $270 million. PSEG and Energy Holdings have determined that as of the date of this report, the transaction will result in an after-tax loss of approximately $170 million, which will be recorded in the second quarter of 2006. The loss primarily relates to the devaluation of the Brazilian Real that occurred since Global acquired its interests in RGE in 1997. Such foreign currency devaluations were previously reflected as a reduction in equity in PSEG’s and Energy Holdings’ financial statements. As a result, this transaction will not have a material impact on PSEG’s or Energy Holdings’ total equity balances. The sale is expected to close prior to the end of the second quarter of 2006 and is subject to the satisfaction of a number of customary conditions precedent including lender and regulatory approvals. The impact of this transaction was not contemplated as part of PSEG’s or Energy Holdings’ earnings guidance for 2006.

Item 8.01 Other Events

PSEG and Energy Holdings

          Elektrocieplownia Chorzow Sp. Z o.o. (Elcho) and Electrownia Skawina SA (Skawina)

          As previously disclosed, on January 31, 2006 Global entered into an agreement for the sale of its indirect ownership interests in its two electric generating facilities in Poland, Elcho and Skawina, to CEZ a.s. (CEZ), the former Czech national utility company and the largest electric power company in central and eastern Europe. Elcho is a 220 MW coal-fired plant in which Global has an approximate 89% economic interest. Skawina is a 590 MW coal- and biomass-fired plant that is approximately 75% owned by Global. In April 2006 the transaction received approval from the lenders. Final regulatory approval from Poland’s anti-trust authority is expected shortly which would allow a closing in the second quarter of 2006. Net proceeds from the sale are currently expected to be approximately $325 million after taxes and transaction costs.

          Combined with the sale of RGE, discussed above, these transactions are expected to generate net proceeds, after taxes, of approximately $600 million and result in a net after-tax gain of approximately $25 million and a net increase in equity of over $225 million. Energy Holdings is evaluating the use of the proceeds including potential debt redemption and loans and/or dividends to PSEG.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

          99  Press Release announcing the agreement to sell RGE, dated May 10, 2006.

SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

	PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
	(Registrant)
By:	/s/ Patricia A. Rado
	Patricia A. Rado
	Vice President and Controller
	(Principal Accounting Officer)
Date: May 10, 2006

SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

	PSEG ENERGY HOLDINGS L.L.C.
	(Registrant)
By:	/s/ Patricia A. Rado
	Patricia A. Rado
	Controller
	(Principal Accounting Officer)
Date: May 10, 2006

EX-99

Exhibit 99

FOR IMMEDIATE RELEASE	CONTACT: Paul Rosengren
May 10, 2006	(USA) - (201) 417-8825
	paul.rosengren@pseg.com

PSEG GLOBAL TO SELL OWNERSHIP INTEREST IN RGE TO CPFL

(May 10, 2006 - Newark, NJ) - PSEG Global, a subsidiary of PSEG, announced today that it has reached an agreement for Companhia Paulista de Forcae Luz (CPFL) to purchase PSEG Global’s 32% ownership interest in RGE, a Brazilian electric distribution company with approximately 1.1 million customers. The sale is expected to close prior to the end of the second quarter of 2006, subject to approvals. CPFL, a publicly traded Brazilian company, owns the remainder of RGE, as well as other electric distribution and generation companies.

“This sale is consistent with Global’s strategy to sell assets and reduce foreign risk exposure, where prudent,” said Matthew McGrath, vice president, COO and general counsel, PSEG Global. McGrath indicated that cash sale proceeds are expected to be approximately $185 million. The transaction will result in an after-tax loss of approximately $170 million which will be recorded in the second quarter of 2006. The loss primarily relates to the devaluation of the Brazilian Real that occurred since Global acquired its interests in RGE in 1997.

This is PSEG Global’s second major asset sale recently announced. In January it entered into an agreement for the sale of its ownership interests in its two electric generating facilities in Poland (Elcho and Skawina) to CEZ, the largest electric power company in Central and Eastern Europe. Final regulatory approval is expected shortly with closing later this month.

Together, the sales of RGE, Elcho and Skawina will generate net proceeds after taxes of approximately $600 million and result in a net after-tax gain of approximately $25 million and a net increase in equity of over $225 million. The use of the proceeds is being evaluated and could include potential debt redemption and loans and/or dividends to PSEG.

PSEG (NYSE: PEG) is a diversified energy company. Its principal subsidiaries include PSEG Energy Holdings, which invests in electric and gas distribution systems and generation companies in the USA and around the world; PSEG Power which owns and operates more than 14,000 MW in the USA; and PSE&G, a gas and electric distribution company in New Jersey, USA. PSEG Global is a direct subsidiary of PSEG Holdings. PSEG has announced its intention, following regulatory approvals, to merge with Exelon Corporation of Chicago, Illinois.

FORWARD-LOOKING STATEMENT

The statements contained in this communication about our and our subsidiaries’ future performance, including future revenues, earnings, strategies, prospects and all other statements that are not purely historical, are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance they will be achieved. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. A discussion of some of these risks and uncertainties is contained in our Annual Report on Form 10-K and subsequent reports on Form 10-Q and Form 8-K filed with the Securities and Exchange Commission (SEC). A discussion of other risks associated with the proposed merger with Exelon Corporation is included in the definitive joint proxy statement/prospectus that Exelon filed with the SEC. These documents address in further detail our business, industry issues and other factors that could cause actual results to differ materially from those indicated in this communication. In addition, any forward-looking statements included herein represent our estimates only as of today and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements from time to time, we specifically disclaim any obligation to do so, even if our estimates change, unless otherwise required by applicable securities laws.

###