EXHIBIT 8

                  Public Service Enterprise Group Incorporated
                         80 Park Plaza, Newark, NJ 07101
                               Tel: (973) 430-7000

                                  June 26, 2000

PSEG Energy Holdings Inc.
80 Park Plaza
Newark, NJ 07101

     RE: PSEG Energy Holdings Inc.
         Certain Federal Income Tax Considerations

Ladies and Gentlemen:

      I  am  Associate  General  Counsel  of  Public  Service  Enterprise  Group
Incorporated  and in that  capacity  have acted as counsel for its  wholly-owned
subsidiary,   PSEG  Energy  Holdings  Inc.,  a  New  Jersey   corporation   (the
"Corporation"),  in connection with the preparation of a Registration  Statement
on Form S-4 (File No. 33-95697), as amended (the "Registration Statement), which
has been filed with the Securities and Exchange  Commission under the Securities
Act of 1933, as amended (the "Act"), relating to an offer (the "Exchange Offer")
to exchange up to $400,000,000  aggregate  principal amount of the Corporation's
10% Senior Notes due 2009 (the "Exchange  Notes") for a like principal amount of
its outstanding 10% Senior Notes due 2009 (the "Original Notes").

      I or member of my staff have reviewed copies of the Registration Statement
and such other  documents as I have deemed  necessary or  appropriate as a basis
for the opinions set forth below.

      Based on the foregoing,  I am of the opinion that if the offer and sale of
the Exchange  Notes are conducted in the manner  described in the Prospectus and
if the terms of the  Exchange  Notes  are as  contemplated  by the  Registration
Statement,  then the exchange of the Original  Notes for Exchange Notes pursuant
to the Exchange  Offer will not  constitute a  significant  modification  of the
terms of the Original Notes and, therefore, such exchange will not constitute an
exchange for federal  income tax  purposes  and will have no federal  income tax
consequences to holders of the Original Notes.

      The  opinions   expressed  herein  are  based  upon  existing   statutory,
regulatory, and judicial authority, any of which may be changed at any time with
retroactive  effect. In addition,  my opinions are based solely on the documents
that I have examined, the authenticity of which I assume, such other information
as I have deemed necessary or appropriate.  My opinions cannot be relied upon if
any of the  facts  contained  in such  documents  or  information  is,  or later
becomes,  inaccurate.  Finally,  my  opinions  are  limited  to the tax  matters
specifically  covered herein,  and I have not been asked to address,  nor have I
addressed, any other tax consequences of the Exchange Offer.

      I hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement. I also consent to the reference to me under the captions
"Federal Income Tax  Considerations"  and "Legal  Opinions" in the  Registration
Statement.

                                                              Very truly yours,

                                                              /s/ James T. Foran
                                                              ------------------
                                                              James T. Foran