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) September 25, 2006

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

New Jersey	001-09120	22-2625848
(State or other	(Commission File Number)	(I.R.S. Employer
jurisdiction of incorporation)		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	(Commission File Number)	(I.R.S. Employer
jurisdiction of incorporation)		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	(Commission File Number)	(I.R.S. Employer
jurisdiction of incorporation)		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	(Commission File Number)	(I.R.S. Employer
jurisdiction of incorporation)		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))

This combined is separately furnished 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

On September 25, 2006, PSEG issued a press release, attached to this Form 8-K as Exhibit 99, announcing the election of Ralph Izzo as President and Chief Operating Officer of PSEG and also as a member of its Board of Directors. Mr. Izzo has also been elected to the Boards of Directors of PSEG’s subsidiaries, PSE&G, Power and Energy Holdings. These actions are effective as of October 1, 2006.

In related actions, E. James Ferland, Chairman of the Board, President and Chief Executive Officer of PSEG, submitted his resignation as President and Chief Operating Officer of PSEG, and Ralph Izzo submitted his resignation as President and Chief Operating Officer of PSE&G, both effective October 1, 2006.

The Board of Directors of PSE&G also elected Ralph LaRossa to succeed Mr. Izzo as President and Chief Operating Officer of PSE&G, also effective October 1, 2006.

Ralph Izzo, 48, has been President and Chief Operating Officer of PSE&G since October 2003. He joined PSEG in 1992 and was elected to several senior executive positions at PSEG and its subsidiaries, including: Senior Vice President – Utility Operations at PSE&G, Vice President – Appliance Service with PSE&G, Vice President – Corporate Planning for PSEG, Senior Vice President – Finance and Information Service with Energis Incorporated, and Vice President – Electric Ventures at PSE&G.

PSEG had previously entered into an employment agreement with Mr. Izzo dated October 18, 2003, covering his employment as President and Chief Operating Officer of PSE&G (or in other executive positions) through October 18, 2008. The agreement provides that his base salary, target annual incentive bonus and long-term incentive bonus will be determined based on compensation practices of similar companies and that annual salary will not be reduced during its term, and awarded him 250,000 options of PSEG Common Stock, 50,000 of which vest on October 18 of each year from 2004 through 2008, and expire on October 18, 2013, provided he has remained continuously employed by PSEG through each such vesting date. The agreement further provides that if Mr. Izzo is terminated without “cause” or resigns for “good reason” (as those terms are defined in the agreement) during the term of such agreement, the entire option award becomes vested and Mr. Izzo will be paid a benefit of two times base salary and target bonus, and his welfare benefits will be continued for two years unless he is sooner employed. In the event such a termination occurs after a “change in control” (also as defined in each agreement), the payment to the individual becomes three times the sum of salary and target bonus, continuation of welfare benefits for three years unless sooner reemployed, payment of the net present value of providing three years additional service under PSEG’s retirement plans and a gross-up for excise taxes due under the Internal Revenue Code on any termination payments. The agreement provides that Mr. Izzo is prohibited for one year from competing with and for two years from recruiting employees from, PSEG or its subsidiaries or affiliates, after termination of employment. Violation of these provisions requires a forfeiture of the option grants and certain benefits.

Ralph LaRossa, 43, has served as Vice President – Electric Delivery at PSE&G since April 2003. Prior to that, he served as Vice President – Delivery Operations Support at PSE&G. Mr. LaRossa joined PSE&G in 1985 and advanced through a variety of management positions in the utility’s electric and gas operations.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 99 Press Release dated September 25, 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: September 27, 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 ELECTRIC AND GAS COMPANY
(Registrant)
	By:	/s/ Patricia A. Rado
		Patricia A. Rado
		Vice President and Controller
		(Principal Accounting Officer)

Date: September 27, 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 POWER LLC
(Registrant)
	By:	/s/ Patricia A. Rado
		Patricia A. Rado
		Vice President and Controller
		(Principal Accounting Officer)

Date: September 27, 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: September 27, 2006

EX-99

Investor News NYSE:PEG

For further information, contact:

Ø	Mort Plawner, Vice President & Treasurer	Phone: 973-430-6474
Ø	Greg McLaughlin, Sr. Investor Relations Analyst	Phone: 973-430-6568

September 25, 2006

RALPH IZZO ELECTED PRESIDENT AND CHIEF OPERATING OFFICER OF PSEG;
RALPH LAROSSA NAMED PSE&G’S PRESIDENT AND CHIEF OPERATING OFFICER

Izzo Positioned To Become Chief Executive Officer
Upon Retirement of E. James Ferland in 2007

Public Service Enterprise Group (PSEG) today announced the election of Ralph Izzo as president and chief operating officer of the company and also as a member of the Board of Directors. This action by the Board is effective October 1, 2006 and positions Izzo to become chief executive officer upon the retirement of E. James Ferland, now planned for March 31, 2007.

The Board also elected Ralph LaRossa to succeed Izzo as president and chief operating officer of PSEG’s utility business, Public Service Electric and Gas Company (PSE&G), also effective immediately. LaRossa has been PSE&G’s vice president-electric delivery.

“The Board’s choice of Ralph Izzo and Ralph LaRossa to guide PSEG and PSE&G in the ever-changing energy business environment is a tribute to their wealth of knowledge, vast experience, hard work and depth of leadership capabilities,” said Ferland, who is relinquishing his post as president of PSEG. “Both are well-liked and well-respected in and out of the company. I could not be happier for both of them, and I am confident they will do an excellent job for our shareholders, customers, employees and the communities we serve.”

Ferland said the timing of the appointments well in advance of his departure allows the company ample opportunity for a smooth transition in executive leadership. “Over the next few months Ralph Izzo, Ralph LaRossa and other senior leaders will be updating our long-term strategic business plan that will further support PSEG’s strong outlook for 2007,” Ferland said. Last week, PSEG projected 2007 earnings in the range of $4.60 to $5.00 per share, about 30% higher than earnings of $3.45 to $3.75 anticipated for this year.

Reacting to his new responsibilities, Izzo, 48, said: “This is an extraordinary honor. I thoroughly appreciate the trust that Jim Ferland and the Board have placed in me. I look forward to working with the dedicated men and women of PSEG to make our strong company even stronger. I will do this always with a close eye on maintaining our commitment to shareholder value, safe and reliable service and the highest levels of corporate citizenship.”

LaRossa, 43, echoed Izzo’s sentiments. “The challenges facing PSE&G in the safe and reliable delivery of electricity and natural gas to more than 2.2 million customers in New Jersey are enormous. But, I am extremely pleased to be given the opportunity to take on these challenges along with a superb work force. I thank Jim, Ralph and the Board for their confidence in me.”

Ferland, 64, will be retiring from PSEG after more than 20 years as chairman, president and chief executive officer of PSEG. He currently has the distinction of being the longest-serving chief executive at

a major energy utility in the United States. Prior to joining PSEG, he was president and chief operating officer at Northeast Utilities in Connecticut. He is widely regarded for leadership roles over the years in many important industry organizations, such as the Institute of Nuclear Power Operations, the Electric Power Research Institute, the Edison Electric Institute, the American Gas Association, and the Association of Edison Illuminating Companies. He has also been a civic leader in New Jersey, involved in such organizations as the Committee for Economic Development, the New Jersey State Chamber of Commerce, the Metro Newark Chamber of Commerce and the New Jersey Performing Arts Center.

Profile of Ralph Izzo

Ralph Izzo’s new executive leadership position at PSEG comes after three years as president and chief operating office of PSE&G. He joined the company in 1992 and was elected to several senior executive positions of increasing responsibility within PSEG’s family of companies, including: senior vice president-utility operations at PSE&G, vice president-appliance service with PSE&G, vice-president-corporate planning for PSEG, senior vice-president-finance and information service with Energis Incorporated, and vice president-electric ventures at PSE&G. In these capacities, he broadened his experience in the areas of general management, strategic planning and finance.

Izzo is a well-known leader within the utility industry, as well as the public policy arena. His public policy experience includes service as an American Physical Society Congressional Science Fellow, in the office U.S. Senator Bill Bradley. He also served four years as a senior policy advisor in the office of New Jersey Governor Thomas H. Kean, specializing in energy, science and technology.

His career began as a research scientist at the Princeton Plasma Physics Laboratory, performing numerical simulations of fusion energy experiments. He has published or presented more than 35 papers on magnetohydrodynamic modeling. He received bachelor’s and master’s degrees in mechanical engineering and a doctorate in applied physics, all from Columbia University. He also earned an MBA from Rutgers Graduate School of Management. In addition, he has completed a nuclear reactor technology course for utility executives at the Massachusetts Institute of Technology. And, he is the recipient of numerous national fellowships and awards.

Izzo is active in a number of business and civic organizations. He is chairman of New Jersey After 3 Inc. and serves on the board of directors of the Electric Power Research Institute, the New Jersey Chamber of Commerce, the American Gas Association, the New Jersey Performing Arts Center and the New Jersey Utilities Association. He serves on the board of trustees for the Partnership for a Drug-Free New Jersey, Independent College Fund of New Jersey, and the New Jersey Network Foundation. He also serves as co-chair of the Drumthwacket Foundation, chairman of the Capital Campaign for PSE&G Children’s Specialized Hospital, a member of the Rutgers Business School Board of Trustees, and electric utility sector of the Infrastructure Advisory Committee in the Attorney General’s Office of Counter-terrorism.

Profile of Ralph LaRossa

Ralph LaRossa’s election as president and chief operating officer of PSE&G culminates a career of more than 20 years at New Jersey’s largest utility. Since April 2003, he has served as vice president-electric delivery. Prior to that, he served as vice president-delivery operations support. In his varying leadership capacities over the years, he assumed responsibility for virtually every aspect of electric delivery, including construction, engineering, asset management, technology improvements, asset maintenance, performance assessment, fleet maintenance, supply chain management and other support functions.

LaRossa joined PSE&G in 1985 and advanced through a variety of management positions in the utility’s electric and gas operations, providing him a strong background for senior management positions

He is a graduate of Stevens Institute of Technology with a bachelor’s in industrial engineering. He has completed the Harvard Business School’s Program for Management Development. In 1998 he earned Gas Industry Magazine’s Outstanding Manager of the Year Award. He is active in the Association of Edison Illuminating Companies, the Electric Power Research Institute and various PJM committees. He is on the board of directors of Bergen County’s United Way and board of trustees of Montclair State University.

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.

Forward-Looking Statement

Readers are cautioned that statements contained in this press release 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. The results or events predicted in these statements may differ materially from actual results or events. Factors which could cause results or events to differ from current expectations include, among other things: the effects of weather; the performance of generating units and transmission systems; the availability and prices for oil, gas, coal, nuclear fuel, capacity and electricity; changes in the markets for electricity and other energy-related commodities; changes in the number of participants and the risk profile of such participants in the energy marketing and trading business; the effectiveness of our risk management and internal controls systems; the effects of regulatory decisions and changes in law; changes in competition in the markets we serve; the ability to recover regulatory assets and other potential stranded costs; the outcomes of litigation and regulatory proceedings or inquiries; the timing and success of efforts to develop domestic and international power projects; conditions of the capital markets and equity markets; advances in technology; changes in accounting standards; changes in interest rates and in financial and foreign currency markets generally; the economic and political climate and growth in the areas in which we conduct our activities; and changes in corporate strategies. For further information, please refer to 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. 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 release. 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.

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