Exhibit 4.3

UNLESS THIS  CERTIFICATE  IS PRESENTED BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY   TRUST  COMPANY  (55  WATER  STREET,   NEW  YORK,   NEW  YORK)  (THE
"DEPOSITORY") TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE
OR PAYMENT, AND SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.,
OR  SUCH  OTHER  NAME  AS  REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF  THE
DEPOSITORY,  ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

UNLESS AND UNTIL THIS  CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED  FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE DEPOSITORY OR
ANOTHER  NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.
<PAGE>
                                       2


CUSIP NO.                                                           $400,000,000
No. R-1

                            PSEG ENERGY HOLDINGS INC.
                            10% Senior Note due 2009

            PSEG ENERGY HOLDINGS INC., a New Jersey corporation (herein referred
to as the  "Company,"  which term includes any successor  corporation  under the
Indenture  hereinafter referred to), for value received,  hereby promises to pay
to Cede & Co., or  registered  assigns,  the principal  sum of  $400,000,000  on
October 1, 2009 (the "Stated  Maturity  Date") and to pay interest  thereon from
October 8, 1999 or from the most recent Interest  Payment Date to which interest
has been paid or duly  provided for,  semi-annually  on April 1 and October 1 in
each year (each, an "Interest  Payment Date"),  commencing  April 1, 2000 at 10%
per annum until the principal hereof is paid or duly provided for.

            Any payment of  principal  or interest  required to be made on a day
that is not a Business  Day need not be made on such day, but may be made on the
next  succeeding  Business Day with the same force and effect as if made on such
day and no interest shall accrue as a result of such delayed  payment.  Interest
payable on each  Interest  Payment Date will include  interest  accrued from and
including October 8, 1999 or from and including the most recent Interest Payment
Date to which  interest has been paid or duly  provided for, as the case may be,
to but excluding such Interest Payment Date.

            The interest so payable,  and punctually  paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture,  be paid to the
person (the "Holder") in whose name this Note (or one or more Predecessor Notes)
is registered at the close of business on the March 15 and September 15 (whether
or not a Business Day) next  preceding  such  Interest  Payment Date (a "Regular
Record  Date").  Any such interest not so  punctually  paid or duly provided for
("Defaulted  Interest") will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the person in whose name this Note
(or one or more  Predecessor  Notes) is registered at the close of business on a
special  record  date  (the  "Special  Record  Date")  for the  payment  of such
Defaulted  Interest to be fixed by the  Trustee  (referred  to  herein),  notice
whereof  shall be given to the  Holder of this Note not less than ten

<PAGE>
                                       3


days prior to such Special  Record Date, or may be paid at any time in any other
lawful manner, all as more fully provided in the Indenture.

            For  purposes  of this  Note,  "Business  Day"  means  each  Monday,
Tuesday,  Wednesday,  Thursday  and Friday  which is not a day on which  banking
institutions  in Newark New Jersey  and The City of New York are  authorized  or
obligated by law or executive order to close.

            Payment of the principal of this Note on the Stated Maturity Date or
date of earlier  redemption or repurchase  will be made against  presentation of
this Note at the office of agency of the Company  maintained for that purpose in
the Borough of Manhattan,  The City of New York, in such coin or currency of the
United  States of  America  as at the time of  payment  is legal  tender for the
payment of public and private debts.  So long as this Note remains in book-entry
form,  all  payments of principal  and  interest  will be made by the Company in
immediately available funds.

            General.  This Note is one of a duly authorized  issue of securities
(herein  called the "Notes") of the  Company,  issued and to be issued in one or
more  series  under an  indenture,  dated as of October  8,  1999,  as it may be
supplemented  from time to time  (herein  called the  "Indenture"),  between the
Company and First Union National Bank, as Trustee  (herein called the "Trustee,"
which term includes any successor  trustee under the Indenture with respect to a
series of which  this Note is a part),  to which  indenture  and all  indentures
supplemental thereto, reference is hereby made for a statement of the respective
rights,  limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes,  and of the terms upon which the Notes
are,  and are to be,  authenticated  and  delivered.  This Note is one of a duly
authorized   series  of  Notes   designated  as  "10%  Senior  Notes  due  2009"
(collectively, the "Notes").

            Events of Default.  If an Event of Default with respect to the Notes
shall  have  occurred  and be  continuing,  the  principal  of the  Notes may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.

            Redemption.  The  Notes  will be  redeemable  at the  option  of the
Company,  in whole or in part at any time, on at least 30 days but not more than
60 days prior written  notice mailed to the  registered  Holders  thereof,  at a
Redemption Price equal to the greater of (i) 100% of the principal amount of the
Notes to be redeemed, and (ii) the sum, as determined by the Quotation Agent (as
defined  herein),  of the present values of the principal amount of the Notes to
be redeemed and the remaining  scheduled  payments of interest  thereon from the
Redemption Date to October 8, 2009 (the "Remaining Life"), discounted from their
respective  payment  dates  to the  date of  redemption  on a  semiannual  basis
(assuming a 360-day year  consisting  of twelve  30-day  months) at the Treasury
Rate (as defined  herein)  plus 40 basis points  plus,  in either case,  accrued
interest thereon to the date of redemption.

<PAGE>
                                       4


            If money  sufficient  to pay the  Redemption  Price  of and  accrued
interest  on all of the  Notes  (or  portions  thereof)  to be  redeemed  on the
Redemption Date is deposited with the Trustee or a Paying Agent on or before the
Redemption  Date and certain other  conditions are satisfied,  then on and after
such  Redemption  Date,  interest  will  cease to accrue on such  Notes (or such
portion thereof) called for redemption.

            The Notes are not subject to the operation of any sinking fund.

            Option  to  Elect  Repayment  Upon  Certain  Events  Involving  PSEG
Resources  Inc.  If (1) the  Company  shall no  longer  own  100% of the  equity
ownership  interest in PSEG Resources Inc.  (herein referred to as "Resources"),
or  (ii)(a) a  transaction  or  series of  related  transactions  (a  "Resources
Transaction")  causes the assets of Resources  immediately  after such Resources
Transaction  to be 20% less than the assets of  Resources  immediately  prior to
such Resources  Transaction  (as measured from the end of the month  immediately
preceding the Resources  Transaction (or in the case of a Resources  Transaction
involving a series of transactions, the month immediately preceding the first of
such  transactions))  and (b) as a direct result of such Resources  Transaction,
either of Standard & Poor's  Ratings Group or Moody's  Investors  Service,  Inc.
shall  downgrade its respective  rating of Energy Holdings below "BBB-" or "Ba1"
(or if either of such ratings immediately preceding the Resources Transaction is
lower than "BBB-" or "Ba1" respectively, such rating shall as a direct result of
such Resources  Transaction be downgraded),  then holders of the Notes shall, in
accordance  with  the  provisions  hereof  and  subject  to  Article  13 of  the
Indenture,  have the right to require Energy Holdings to repurchase their Notes,
in whole or in part,  at a Repayment  Price (the  "Resources  Repayment  Price")
equal to the  greater  of (i) 100% of the  principal  amount  of the Notes to be
repurchased,  and (ii) the sum, as  determined by the  Quotation  Agent,  of the
present values of the principal  amount of the Notes to be  repurchased  and the
remaining  scheduled  payments of interest  thereon from the  Repayment  Date to
October 1, 2009, discounted from their respective payment dates to the Repayment
Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 40 basis points plus, in either case,  accrued
interest thereon to the Repayment Date.

            Within 30 days  following  any  Resources  Transaction,  the Company
shall mail a notice to the Depository (with a copy to the Trustee) stating:

            1.    that a Resources Transaction has occurred and that such Holder
                  has the right to require  the  Company to repay such  Holder's
                  Notes,  in whole or in part, at the Resources  Repayment Price
                  in cash (the "Resources Offer");

            2.    the  circumstances and relevant facts regarding such Resources
                  Transaction  (including  information  with  respect to balance
                  sheet data of Resources  immediately  following  the Resources
                  Transaction  and  in  the  month  immediately   preceding  the
                  Resources Transaction);

<PAGE>
                                       5


            3.    the  Repayment  Date (which shall be a Business Day and be not
                  earlier  than 45 days nor later  than 60 days from the date of
                  the delivery of such notice to the depository);

            4.    that any Notes not  tendered  for  purchase  will  continue to
                  accrue interest;

            5.    that interest on any Notes accepted for repayment  pursuant to
                  the Resources  Offer shall cease to accrue after  repayment on
                  the Repayment Date;

            6.    that  Holders  electing  to have Notes  repaid  pursuant  to a
                  Resources  Offer will be required to  surrender  their  Notes,
                  with the form  entitled  "Option  to Elect  Repayment"  on the
                  reverse  of the  Security  completed,  to the  Trustee  at the
                  address  specified  in the notice not earlier than 45 days and
                  not later than 30 days prior to the Repayment Date;

            7.    that  Holders will be entitled to withdraw  their  election if
                  the  Paying  Agent  receives,  not  later  than  the  close of
                  business on the third  Business Day (or such shorter period as
                  may be required by  applicable  law)  preceding  the Repayment
                  Date,  a telegram,  telex,  facsimile  transmission  or letter
                  setting forth the name of the Holder,  the principal amount of
                  Notes the Holder delivered for repayment, and a statement that
                  such  holder is  withdrawing  its  election to have such Notes
                  repaid; and

            8.    that  Holders  of the series  that  elect to have their  Notes
                  repaid  only in part will be issued new Notes of the series in
                  a principal amount equal to then unrepaid portion of the Notes
                  surrendered.

            In addition to the foregoing,  the Company shall also deliver to the
Depository  within the time periods  specified above,  for  retransmittal to its
participants,  a notice  substantially  to the effect  specified  in clauses (1)
through  (5) and (7)  above,  which  notice  shall  also  specify  the  required
procedures (furnished by the Depository) for holders of interests in this global
Note to tender and receive  payment of the  Resources  Repayment  Price for such
interests  (including the  Depository's  "Repayment  Option  Procedures," to the
extent applicable),  all in accordance with the Depository's rules,  regulations
and practices.

            On the  Repayment  Date,  the Company shall deposit with the Trustee
money sufficient  without  reinvestment to pay the Resources  Repayment Price of
the  Notes  or  portions  thereof  so  tendered.  The  Trustee  shall as soon as
practicable  promptly mail to the Holders of the Notes so accepted payment in an
amount  equal  to the  Resources  Repayment  Price  and as soon  as  practicable
authenticate  and mail to such Holders a new Note in a principal amount equal to
any

<PAGE>
                                       6


unrepaid portion of the Note surrendered. The Company will publicly announce the
results of the Resources Offer on or as soon as practicable  after the Repayment
Date.

            The Company shall comply with Rule 14e-1 under the Securities Act of
1934,  as  amended  (the  "Exchange  Act"),  and any other  applicable  laws and
regulations in the event that a Resources  Transaction occurs and the Company is
required to make a Resources Offer.

            Certain  Definitions  Relating to Optional  Redemption or Repurchase
Upon Certain  Events  Involving  PSEG  Resources  Inc. The following are certain
defined terms used herein under the headings  "Redemption"  and "Option to Elect
Repayment Upon Certain Events Involving PSEG Resources Inc.":

            "Comparable   Treasury  Issue"  means  the  United  States  Treasury
security selected by the Quotation Agent as having a maturity  comparable to the
Remaining  Life  that  would  be  utilized,  at the  time  of  selection  and in
accordance with customary financial practice, in pricing new issues of corporate
debt  securities of comparable  maturity with the Remaining Life of the Notes to
be redeemed or repurchased, as the case may be.

            "Comparable  Treasury  Price" means,  with respect to any Redemption
Date or a Repayment  Date in respect of the  provisions  set forth  herein under
"Repurchase  Upon Certain Events  Involving PSEG Resources Inc.," the average of
five Reference  Treasury  Dealer  Quotations  for such  Redemption  Date,  after
excluding the highest and lowest of such Reference  Treasury Dealer  Quotations,
or, if the  Trustee  obtains  fewer than three such  Reference  Treasury  Dealer
Quotations, the average of all such quotations.

            "Quotation  Agent" means the Reference  Treasury Dealer appointed by
the Company. "Reference Treasury Dealer" means (i) Goldman, Sachs & Co., Banc of
America  Securities  LLC,  Lehman  Brothers  Inc. and Merrill  Lynch  Government
Securities, Inc. and their respective successors; provided, however, that if the
foregoing shall cease to be primary United States Government  securities dealers
in New York City (a "Primary  Treasury  Dealer"),  the Company shall  substitute
therefor another Primary  Treasury  Dealer,  and (ii) any other Primary Treasury
Dealer selected by the Company.

            "Reference  Treasury Dealer  Quotations" means, with respect to each
Reference  Treasury  Dealer and any Redemption Date or Repayment Date in respect
of the  provisions  set forth  herein  under  "Repurchase  Upon  Certain  Events
Involving PSEG Resources  Inc.," the average,  as determined by the Trustee,  of
the bid and asked prices for the Comparable  Treasury  Issue  (expressed in each
case as a percentage of its principal  amount)  quoted in writing to the Trustee
by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third
Business Day preceding such  Redemption  Date or Repayment Date, as the case may
be.

<PAGE>
                                       7


            "Treasury  Rate"  means,  with  respect  to any  Redemption  Date or
Repayment Date in respect of the  provisions set forth herein under  "Repurchase
Upon Certain Events  Involving PSEG Resources Inc.," the rate per annum equal to
the semi-annual yield to maturity of the Comparable  Treasury Issue,  calculated
on the third Business Day preceding such  Redemption  Date or Repayment Date, as
the case may be, using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal  amount) equal to the Comparable  Treasury Price for
such Redemption Date or Repayment Date, as the case may be.

            Option to Elect Repayment Upon a Change of Control.  In the event of
a  Change  of  Control  (as  defined  in the  Indenture),  the  Company  has the
obligation,  subject to certain conditions,  to offer to repay the Notes at 101%
of the principal  amount thereof plus accrued  interest to the date of repayment
in  accordance  with the  procedures  set  forth in the  Indenture.  As  further
described  in the  Indenture,  a Change  of  Control  will not be deemed to have
occurred  if,  after  giving  effect  thereto,  the Notes are rated no less than
"BBB-" by Standard & Poor's Ratings Group and "Ba1" by Moody's Investors Service
Inc.

            Reports Upon  Request of Holders.  During any  Registration  Default
Period  (as  such  term is  defined  in the  Exchange  and  Registration  Rights
Agreement,  dated October 8, 1999,  among the Company and Goldman,  Sachs & Co.,
Banc of America Securities LLC, Lehman Brothers Inc. and Merrill Lynch,  Pierce,
Fenner & Smith Incorporated),  the Company will make available to Holders of the
Notes, upon request, copies of annual reports and of the information, documents,
and other reports that the Company would be required to file with the Securities
and  Exchange  Commission  (the "SEC")  pursuant to Section 13 or Section  15(d)
("Periodic  Reports")  of the  Exchange  Act if the  Company  was subject to the
reporting  obligations  of such  Sections.  The Company shall make such Periodic
Reports available to the Holders of the Notes within the respective time periods
mandated by the  Exchange Act for the filing of such  Periodic  Reports with the
SEC for issuers subject to Sections 13 or 15(d) of the Exchange Act.

            Modification and Waivers;  Obligations of the Company Absolute.  The
Indenture permits,  with certain  exceptions as therein provided,  the amendment
thereof and the  modification  of the rights and  obligations of the Company and
the rights of the Holders of the  Securities of each series.  Such amendment may
be effected  under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority  in  aggregate  principal
amount of all Securities  issued under the Indenture at the time Outstanding and
affected thereby. The Indenture also contains provisions  permitting the Holders
of not less than a majority in aggregate  principal  amount of the Securities at
the time Outstanding, on behalf of the Holders of all Outstanding Securities, to
waive  compliance  by the Company  with  certain  provisions  of the  Indenture.
Furthermore,  provisions in the Indenture  permit the Holders of not less than a
majority  in  aggregate  principal  amount  of  the  Outstanding  Securities  of
individual series to waive on behalf of all of the Holders of Securities of such
individual   series   certain  past  defaults  under  the  Indenture  and  their
consequences.  Any such consent or waiver shall be  conclusive  and binding upon
the Holder of this Note and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof,  whether  or not  notation  of such  consent or waiver is made upon this
Note.

<PAGE>
                                       8


            No reference  herein to the  Indenture and no provision of this Note
or of the Indenture  shall alter or impair the obligation of the Company,  which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times,  place and rate, and in the coin or currency
herein prescribed.

            Defeasance   and  Covenant   Defeasance.   The  Indenture   contains
provisions  for  defeasance  at any time of (a) the entire  indebtedness  of the
Company  on this Note and (b)  certain  restrictive  covenants  and the  related
defaults  and Events of Default,  upon  compliance  by the Company  with certain
conditions set forth therein, which provisions apply to this Note.

            Authorized Denominations.  The Notes are issuable only in registered
form without coupons in denominations of $1,000 and integral multiples thereof.

            Registration  of Transfer or Exchange.  As provided in the Indenture
and subject to certain limitations herein and therein set forth, the transfer of
this Note is  registrable  in the Security  Register upon surrender of this Note
for registration of transfer at the office or agency of the Company in any place
where the principal of and interest on this Note are payable,  duly endorsed by,
or accompanied by a written  instrument of transfer in form  satisfactory to the
Company and the Security  Registrar  duly  executed by, the Holder hereof or his
attorney  duly  authorized in writing,  and thereupon one or more new Notes,  of
authorized  denominations and for the same aggregate  principal amount,  will be
issued to the designated transferee or transferees.

            As provided  in the  Indenture  and  subject to certain  limitations
herein and therein set forth,  the Notes are  exchangeable  for a like aggregate
principal amount of Notes of different authorized denominations, as requested by
the Holders surrendering the same.

            This Note is a Global  Security.  If the  Depository  is at any time
unwilling,  unable or  ineligible  to  continue  as  depository  and a successor
depository is not appointed by the Company within 90 days or an Event of Default
under the  Indenture  has  occurred  and is  continuing,  the Company will issue
Securities  in  certificated  form in  exchange  for each  Global  Security.  In
addition,  the  Company  may at  any  time  determine  not  to  have  Securities
represented by a Global  Security and, in such event,  will issue  Securities in
certificated form in exchange in whole for the Global Security representing such
Security.  In any such instance,  an owner of a beneficial  interest in a Global
Security  will  be  entitled  to  physical  delivery  in  certificated  form  of
Securities  equal in principal  amount to such  beneficial  interest and to have
such  Securities  registered in its name.  Securities so issued in  certificated
form will be issued in  denominations of $1,000 and integral  multiples  thereof
and will be issued in registered form only, without coupons.

<PAGE>
                                       9


            No  service  charge  shall  be made  for any  such  registration  of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

            Prior to due presentment of this Note for  registration of transfer,
the  Company,  the Trustee and any agent of the Company or the Trustee may treat
the  Holder as the owner  hereof for all  purposes,  whether or not this Note be
overdue,  and  neither  the  Company,  the  Trustee  nor any such agent shall be
affected by notice to the contrary.

            Defined Terms.  All terms used in this Note which are defined in the
Indenture and are not otherwise  defined herein shall have the meanings assigned
to them in the Indenture.

            Governing  Law.  This Note shall be  governed  by and  construed  in
accordance with the law of the State of New Jersey.

<PAGE>
                                       10


            Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature,  this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

            IN WITNESS  WHEREOF,  the Company has caused this  instrument  to be
duly executed under its facsimile corporate seal.

Dated: October 8, 1999

           TRUSTEE'S CERTIFICATE
             OF AUTHENTICATION

This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture                       PSEG ENERGY HOLDINGS INC.

FIRST UNION NATIONAL BANK,
   as Trustee

                                                 By:
                                                    ----------------------------
                                                            President

By:                                              Attest:
   -------------------------                            ------------------------
    Authorized Signatory                                    Secretary

<PAGE>
                                       11


                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:
      I or we assign and transfer this Security to

                  (Insert assignee's soc. sec. or tax I.D. No.)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint  ______________________  agent to transfer this Security
on the books of the Company. The agent may substitute another to act for him.

Dated:                           Signed:
      -------------------               ----------------------------------------
                                        (Sign exactly as your name appears on
                                         the other side of this Security)

Signature Guarantee:
                    ------------------------------------------------------------
<PAGE>
                                       12


                         OPTION TO ELECT REPAYMENT FORM

      If you wish to elect to have this Security repaid by the Company  pursuant
to Section 1007 of the Indenture, check this box:[ ]

      If you wish to elect to have  only  part of this  Security  repaid  by the
Company pursuant to Section 1007 of the Indenture, state the amount: $

      If you wish to elect to have this Security repaid by the Company  pursuant
to the provisions set forth in this Security under the heading  "Option to Elect
Repayment Upon Certain Events  Involving PSEG Resources Inc.," check  this  box:
[ ]

      If you wish to elect to have  only  part of this  Security  repaid  by the
Company  pursuant to the provisions set forth in this Security under the heading
"Option to Elect Repayment Upon Certain Events  Involving PSEG Resources  Inc.,"
state the amount: $

Dated:                           Signed:
      -------------------               ----------------------------------------
                                        (Sign exactly as your name appears on
                                         the other side of this Security)

Signature Guarantee:
                    ------------------------------------------------------------