8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) November 21, 2006

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

New Jersey	001-09120	22-2625848
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

80 Park Plaza, P.O. Box 1171

Newark, New Jersey 07101-1171

(Address of principal executive offices) (Zip Code)

973-430-7000

(Registrant's telephone number, including area code)

http://www.pseg.com

PUBLIC SERVICE ELECTRIC AND GAS COMPANY

(Exact name of registrant as specified in its charter)

New Jersey	001-00973	22-1212800
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

80 Park Plaza, P.O. Box 570

Newark, New Jersey 07101-0570

(Address of principal executive offices) (Zip Code)

973-430-7000

(Registrant's telephone number, including area code)

http://www.pseg.com

PSEG POWER LLC

(Exact name of registrant as specified in its charter)

Delaware	000-49614	22-3663480
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

80 Park Plaza, T-25

Newark, New Jersey 07102-4194

(Address of principal executive offices) (Zip Code)

973-430-7000

(Registrant's telephone number, including area code)

http://www.pseg.com

PSEG ENERGY HOLDINGS L.L.C.

(Exact name of registrant as specified in its charter)

New Jersey	000-32503	42-1544079
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

80 Park Plaza, T-20

Newark, New Jersey 07102-4194

(Address of principal executive offices) (Zip Code)

973-430-7000

(Registrant's telephone number, including area code)

http://www.pseg.com

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

The information contained in Item 7.01 Regulation FD Disclosure in this combined Form 8-K is separately furnished, as noted, by Public Service Enterprise Group Incorporated (PSEG), Public Service Electric and Gas Company (PSE&G), PSEG Power LLC (Power) and 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. PSE&G, Power and Energy Holdings each makes representations only as to itself and makes no other representations whatsoever as to any other company.

Item 7.01 Regulation FD Disclosure

On November 21, 2006, PSEG conducted its 2006 Annual Meeting of Stockholders in Newark, New Jersey. A copy of the press release and remarks from the 2006 Annual Meeting are furnished as exhibits to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

Exhibit 99 Annual Meeting press release dated November 21, 2006.

Exhibit 99.1 E. James Ferland remarks from 2006 Annual Meeting of Stockholders.

Exhibit 99.2 Ralph Izzo remarks from 2006 Annual Meeting of Stockholders.

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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: November 21, 2006

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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 ELECTRIC AND GAS COMPANY
(Registrant)
By:	/s/ Patricia A. Rado
Patricia A. Rado
Vice President and Controller
(Principal Accounting Officer)
Date: November 21, 2006

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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 POWER LLC
(Registrant)
By:	/s/ Patricia A. Rado
Patricia A. Rado
Vice President and Controller
(Principal Accounting Officer)
Date: November 21, 2006

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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: November 21, 2006

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EX-99

Exhibit 99

Press contact;

Paul Rosengren:

973-430-5911

paul.rosengren@pseg.com

Denise Denk:

973-430-6636

denise.denk@pseg.com

FERLAND AND IZZO ADDRESS PSEG SHAREHOLDERS

Ferland Highlights PSEG’s Strong Operational Results

Izzo Notes Financial Success Will Allow for Disciplined Future Growth

(November 21, 2006 – Newark, N.J.) – In addressing PSEG shareholders today, E. James Ferland, Chairman and CEO of PSEG and Ralph Izzo, COO and president of PSEG stressed that PSEG has significantly strengthened its position in the past two years with strong operational results and that the company is well positioned to take advantage of future growth opportunities.

Izzo noted that, “PSEG’s earnings growth prospects are enviable. In 2007, we expect earnings to be around one-third higher than in 2006 and 10 percent higher still in 2008.” He also told shareholders, “Our excellent outlook supports our dividend policy. We expect to continue modest increases in the dividend as our financial condition allows.”

Strong Operational Results in 2006:

Ferland outlined for shareholders how PSEG has moved forward in the last two years by improving the operations of its nuclear and fossil generation plants, improving the company’s balance sheet and reducing international risk exposure. In addition, the company has benefited from the strengthening of electric markets. “Our improved position has been recognized by the investment community, with the shares of PSEG trading at roughly 50 percent higher than just two years ago,” noted Ferland.

Ferland stressed that financial success was tied to operational excellence throughout the company and pointed to key success indicators. “Our nuclear plants have been producing more energy than ever before; they have set new refueling duration records, including a world record at one of the Salem units; and have made significant and measurable improvements in a broad range of other key operational areas,” said Ferland. He also indicated that PSEG’s fossil plants have improved output and capacity and that PSEG Energy Holdings is having its most profitable year ever due to especially strong performance from its two 1000-MW power plants in Texas.

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Ferland also saluted PSE&G for a strong year and informed shareholders that for the second year in a row, PSE&G was named the most reliable electric utility in the nation and for the fifth year in a row was named the region’s most reliable electric utility.

Operational Success Foundation for Future Growth:

Izzo outlined for shareholders PSEG’s short-term objectives and how the company’s strengthening financial position will allow for future growth for the company. Izzo, who is expected to succeed Ferland as CEO when Ferland retires in March 2007, stressed that operational excellence is the foundation for future disciplined growth. “At PSEG, operational excellence is all about the men and women of our company: The many ways they use their skills and training to achieve best-ever safety results, to win national and regional reliability awards, to set new records in electric generation and, not least, to deliver one of life’s necessities for our customers in the icy depth of winter and the heat of summer.”

Izzo pointed out that in the time since merger proceedings with Exelon ended, PSEG has had three main short-term objectives: to continue its nuclear progress; re-staff the company; and, fairly resolve PSE&G’s pending electric and gas rate cases. Izzo noted that the rate cases have now been fairly settled, the re-staffing process has begun and the company recently extended the Nuclear Operating Services Agreement for two years, with an option to extend the agreement one year thereafter. Izzo noted, “We are not content with a three-year strategy. We are working hard – examining all the options we have to sustain our nuclear progress – to build on the tremendous accomplishments during the past two years at Salem and Hope Creek.”

As the company’s position continues to strengthen financially, Izzo noted that there will be many options for disciplined growth. “We will concentrate on areas within the core disciplines of our business – in energy generation, transmission and delivery – where we have a wealth of expertise and experience. And we will do so in domestic markets. We will stay away from one-off projects, but rather look to invest in areas that complement our existing investments.”

Izzo also stressed that PSEG was ready to resume a position of leadership in the industry. “Although our company’s profile was somewhat less visible while the merger was being considered, there is now both the need and the opportunity to re-establish ourselves as a thought leader,” said Izzo. “We will do this by contributing practical solutions on challenging and emerging issues. We will build on our leadership position as an environmentally responsible company; as an innovative company in the area of workforce development; and as an early adopter of new technology.”

Ferland and Izzo both noted that of all the indicators of excellence, they are most pleased with the company’s safety performance so far in 2006. “By a good margin, our employees have made this the safest year for our company in more than 103 years. This builds on more than a decade of safety progress, in which employees have reduced the number and severity of accidents by more than two-thirds – and testifies to our workforce’s overall commitment to excellence,” commented Ferland.

The shareholders meeting was held at the New Jersey Performing Arts Center in Newark, NJ. Complete text of remarks can be found in the media relations section of www.pseg.com.

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Public Service Enterprise Group (PSEG) (NYSE:PEG) is a publicly traded diversified energy company with annual revenues of more than $12 billion, and three principal subsidiaries: PSEG Power, one of the largest independent power producers in the U.S.; Public Service Electric and Gas Company (PSE&G), New Jersey’s oldest and largest energy distribution utility company; and, PSEG Energy Holdings, a holding company for other non-regulated energy businesses.

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EX-99

Exhibit 99.1

2006 Shareholder Meeting
NJPAC – November 21, 2006

Remarks: E. James Ferland

Chairman and Chief Executive Officer, PSEG

Good afternoon. I will provide a summary of key developments at your company since our previous stockholders meeting on July 19, 2005. I will then ask Ralph Izzo to discuss the company’s outlook going forward.

Ralph was recently elected president and a director of your company. He has served superbly in many senior management positions during the last 14 years and is well qualified to lead the company upon my retirement next spring.

First, Some Comments about the Merger

As you are all aware, we were unable to complete the merger with Exelon that you approved last year in July.

The primary reason: The demands of the New Jersey Board of Public Utilities (the BPU). Those demands, had they been accepted, would have produced a far inferior outlook for the combined company than PSEG’s stand-alone prospects.

While we were disappointed that the merger could not be completed as originally proposed, we are not wasting time fretting over what might have been.

Throughout the merger process we kept a close eye on maintaining a strong go-it-alone strategy should the merger not succeed. As a result, we are a much stronger and better positioned company today than we were in December 2004 when the merger agreement was signed. Among the major reasons for this:

• First, we are benefiting from vastly improved nuclear operations.

• We have also continued to improve the balance sheet, strengthening our financial position.

• We have reduced international risk and exposure by selling a number of overseas assets.

• Finally, we are also benefiting from a period of higher electricity prices.

All this has not gone unnoticed by the financial community as PSEG’s stock price has increased by around 45 percent from the pre-merger agreement period -- far above industry or many other returns.

Nuclear Operations

I should elaborate for a moment on the quite remarkable improvement at our Salem and Hope Creek nuclear stations.

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Under the leadership of Bill Levis and his team of Exelon and PSEG employees, the performance of these facilities has moved from substandard to levels approaching the best in the industry. The plants have been producing more energy than ever before; they have set new refueling duration records, including a world record at one of the Salem units; and have made significant and measurable improvements in a broad range of other key operational areas.

Importantly, this strong performance has been recognized by authorities outside our company – including the Nuclear Regulatory Commission (the NRC), which oversees the industry, and INPO, the nuclear industry’s evaluation arm.

It is important that we maintain this positive trend as the performance of our nuclear facilities will be a significant determinant of our company’s future success.

Nuclear is by no means the only area where there have been significant achievements at your company this year. Our fossil operations have improved as well. And our Fossil fleet has also grown in size with the addition of our new 1,200-megawatt Linden generating station. This natural-gas fired facility provides a new source of clean, efficient, environmentally responsible energy for New Jersey and the region.

Our New Jersey energy delivery company, PSE&G, has further improved operations to the point that in 2005 and again in 2006 it was recognized by PA Consulting (a well-known benchmarking firm) as the nation’s most reliable electric utility. In addition, PSE&G has received similar recognition as the regional reliability leader five years in a row...reflecting exemplary performance over a long time.

Meanwhile, PSEG Energy Holdings is having its most profitable year ever due largely to especially strong performance from its two power plants in Texas. Holdings also divested several non-strategic international assets, enabling it to retire debt and return $425 million to the parent company.

Simply put, these accomplishments and others show that our employees didn’t sit still waiting for a merger decision.

Before I turn the podium over to Ralph, there is one additional achievement that I want to mention because it so important and may be the best indication that our employees did not allow the merger to distract them from doing their daily jobs – and doing them well.

By a good margin so far in 2006, our employees have made this their safest year ever and the safest for our company in more than 103 years. This is an outstanding accomplishment. It builds on more than a decade of safety progress, in which employees have reduced the number and severity of accidents by more than two-thirds. I want to take this opportunity to congratulate our employees for their great work in making Safety Job One – and keeping Safety First.

I will now turn things over to Ralph Izzo for a look into the future.

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EX-99

Exhibit 99.2

2006 Shareholder Meeting
NJPAC – November 21, 2006

Remarks: Ralph Izzo

President and Chief Operating Officer, PSEG

Good afternoon. Indeed, we have been getting strong results. And we have an even brighter outlook.

Our task ahead isn’t to reinvent the wheel. It is to make a strong company even stronger -- to keep increasing our financial strength through operational excellence and disciplined investment.

Operational excellence is the foundation on which this company stands. It’s a technical-sounding term used a lot in our industry. At PSEG it is all about the men and women of our company: The many ways they use their skills and training to achieve best-ever safety results, to win national and regional reliability awards, to set new records in electric generation and, not least, to deliver one of life’s necessities for our customers in the icy depth of winter and the heat of summer.

Over the years, getting the job done and striving always to get better have been the basis for ensuring our company’s success. Excellence in operations is what leads to financial strength. As I see it, our financial focus goes hand in hand with our operational focus – one complements the other on the path to greater and sustainable growth.

Now a word about our near-term goals...Once it became official that we would not merge with Exelon, we established our three most important operational objectives:

The first is to continue our nuclear progress. With this in mind, in late October we exercised our option under our Nuclear Operating Services Agreement with Exelon to keep Exelon personnel and services in place at the Salem and Hope Creek facilities for up to an additional two years. After two years, we can extend the agreement yet another year. However, we are not content with a three-year strategy. We are working hard – examining all the options we have to sustain our nuclear progress – to build on the tremendous accomplishments during the past two years at Salem and Hope Creek.

A second key objective for our whole organization is to re-staff in ways that contribute to long-term success. How we staff will influence the company for years. We need to take the time to do it right – structure-wise to maximize efficiency and people-wise to ensure we are attracting and keeping our share of talented people. I want to stress our strong diversity commitment, with a view to a workforce that is more reflective of our customer base.

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A third priority coming out of the merger was to have PSE&G’s pending electric and gas cases resolved fairly and soon. I am glad to say fair outcomes have been obtained on both cases. This will help ensure our continued ability to deliver safe, reliable service for customers and earn a fair return for shareholders.

Looking ahead, we are going to stay focused on operational excellence as the surest way to meet our financial targets. The company is in fine shape and moving in the right direction. Our employees continue to exemplify dedication to safety, reliability and quality customer service. Our operations are strong and have been getting stronger. Our financial strength is growing because of the cash flows we’ve been generating.

Our earnings growth prospects are enviable. In 2007 we expect earnings to be around one-third higher than in 2006 and 10 percent higher still in 2008.

Our excellent outlook supports our dividend policy, which is attractive to many of our shareholders. PSEG has paid annual dividends without interruption for 99 years. In 2006, we increased our annual indicated dividend rate by four cents per share, bringing the yearly payout to $2.28 per share. We expect to continue modest increases in the dividend as our financial condition allows.

We must stay focused on our three critical near-term objectives. One is complete –- the electric and gas rate cases. And two are well underway: re-staffing the company and committing to a long-term nuclear strategy. Doing these things well will increase our financial strength. With greater financial strength, we see this company having many options for future growth.

Some Words about Future Options

Right now, it would be premature to predict exactly what options we will select, but we will look at a whole range of areas.

For example, you can expect that we will give much consideration to the future of nuclear energy. As the nation grapples with big issues like energy independence and global warming, nuclear is increasingly recognized as an abundant source of clean, emissions-free electric generation. We will keep a close eye on these developments.

In the fossil generation area, we are examining questions such as, at what point might conditions be right for building new plants, acquiring them or making other types of investments.

At PSE&G, we will also keep an eye on opportunities for growing rate base – making investments that further improve customer service and produce greater earnings for shareholders. And we will look for opportunities in the area of conservation and energy efficiency. We will do this without compromising the safety of our operations or our customer service.

But how will we make investment decisions?

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First of all, we will concentrate on areas within the core disciplines of our business – in energy generation, transmission and delivery – where we have a wealth of expertise and experience. And we will do so in domestic markets.

We will stay away from one-off projects, but rather look to invest in areas that complement our existing investments.

In addition, we will demonstrate a preference for investments where we can achieve the advantages of diversification:

• In terms of having a mix of energy businesses with different risk and reward characteristics;

• In terms of not being overly dependent on a single earnings stream;

• In terms of fuel mix and other criteria as well.

I don’t think it can be stressed enough that in approaching all our investment decisions, we will strive to keep a very strict, conservative financial discipline. If an option isn’t going to be accretive to earnings within a reasonable timeframe and be supportable with our credit ratings, it’s not going to find favor with us.

Reestablishing Thought Leadership

The last topic I wish to discuss is our role within the industry. As you know, PSEG has long been among the leaders in our industry. The company’s profile was somewhat less visible while the merger was being considered. There is now both the need and the opportunity to reestablish ourselves as a thought leader. We will do this by contributing practical solutions on challenging and emerging issues...Solutions that increase shareholder value by providing benefits to society.

We will build on our leadership position as an environmentally responsible company; as an innovative company in the area of workforce development; and as an early adopter of new technology.

On the environment, for example, we will explore new ways to help people conserve energy and maximize benefits from energy use. We have already pledged our full support for the effort recently launched by Governor Corzine to develop a comprehensive Energy Master Plan for New Jersey. We will be active in this and many initiatives to promote a sustainable energy future that works for customers, the environment and our company.

In workforce development, we will build upon our Energy Utility Technology degree program – which is providing us with new and diverse talent and helping students from urban backgrounds.

In the area of technology, we will rethink our systems and processes that support customer operations – and find ways to use technology to keep improving service while holding down cost.

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Lastly, at the risk of stating the obvious, we will remain strongly committed to improving the quality of life in the communities we serve through outstanding civic leadership, as we’ve been doing in New Jersey for more than a century. We continue to support our employees’ long and active tradition of helping neighbors as volunteers in their communities. We will remain deeply engaged in supporting many worthy causes that benefit children and families across New Jersey and elsewhere.

In summary, we will continue emphasizing the core commitments of this company – to customers, shareholders and employees.

I will end my remarks as Jim did by congratulating our employees for their outstanding safety performance this year and their many other achievements. I feel extremely fortunate to be on the same team with them now for almost 15 years, and also humbled recognizing how much I owe to so many dedicated men and women.

I am confident that we can build on the best of our proud traditions. I look forward to continuing to work with Jim Ferland and all my colleagues to make this brighter future happen.

Thank you.

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