Item 1.01 Entry into a Material Definitive Agreement

PSEG and PSE&G

On February 17, 2009, the Boards of Directors of Public Service Enterprise Group Incorporated (PSEG) and Public Service Electric and Gas Company (PSE&G) authorized their respective companies to enter into individual advancement-of-expenses agreements with their respective directors. The forms of advancement-of-expenses agreements are furnished as Exhibits 10.1 and 10.2 to this Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

PSEG

On February 17, 2009, PSEG elected David Lilley to its Board of Directors, effective February 27, 2009. Mr. Lilley has not been appointed to any committees at this time. The Board of Directors is expected to designate committee assignments for Mr. Lilley following the annual meeting of shareholders, scheduled for April 21, 2009.

Until his retirement in December 2008, Mr. Lilley was Chairman of the Board, President and Chief Executive Officer of Cytec Industries Inc. of West Patterson, New Jersey. He was with Cytec since 1997 and became Chief Operating Officer in 1997, Chief Executive Officer in 1998 and Chairman in 1999.

A copy of the Press Release dated February 19, 2009 announcing Mr. Lilley's election is furnished as Exhibit 99 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

Exhibit 10.1 Form of Advancement-of-Expenses Agreement for PSEG. Exhibit 10.2 Form of Advancement-of-Expenses Agreement for PSE&G. Exhibit 99 Press Release dated February 19, 2009 announcing Mr. Lilley's appointment to the Board of Directors

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