SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 11-K


              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


    For the fiscal year ended December 31, 1996 Commission File Number 1-973

           A. Full title of the plan and the address of the plan, if
                 different from that of the issuer named below:

         PUBLIC SERVICE ELECTRIC AND GAS COMPANY THRIFT AND TAX-DEFERRED
                                  SAVINGS PLAN
                                  80 PARK PLAZA
                            NEWARK, NEW JERSEY 07101
                          MAILING ADDRESS: P.O. Box 570
                          NEWARK, NEW JERSEY 07101-0570


         B. Name of issuer of the securities held pursuant to the plan
                   and the address of its principal executive office:

                                   See page 2.







Equities Growth Fund A
TWENTIETH CENTURY INVESTORS, INC.           PROVIDENT NATIONAL ASSURANCE COMPANY
4500 MAIN STREET                            FOUNTAIN SQUARE
P.O. BOX 419200                             CHATTANOOGA, TENNESSEE 37402
KANSAS CITY, MISSOURI 64141-6200
                                            NEW YORK LIFE INSURANCE COMPANY
Balanced Fund B                             501 MADISON AVENUE
PHOENIX SERIES FUND                         NEW YORK, NEW YORK 10010
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301             AIG LIFE INSURANCE COMPANY
                                            ONE ALICO PLAZA
Stable Value Fund C                         P.O. BOX 667
THE PRUDENTIAL LIFE INSURANCE COMPANY       WILMINGTON, DELAWARE 19899
OF AMERICA
PRUDENTIAL PLAZA                            Enterprise Common Stock Fund D
NEWARK, NEW JERSEY 07101                    and ESOP Fund
                                            PUBLIC SERVICE ENTERPRISE GROUP
                                            INCORPORATED
METROPOLITAN LIFE INSURANCE COMPANY         80 PARK PLAZA
ONE MADISON AVENUE                          NEWARK, NEW JERSEY 07101-1171
NEW YORK, NEW YORK 10010-3690
                                            Large Company Stock Index Fund E
                                            BANKERS TRUST COMPANY
PRINCIPAL MUTUAL LIFE INSURANCE             280 PARK AVENUE
COMPANY                                     NEW YORK, NEW YORK  10017
THE PRINCIPAL FINANCIAL GROUP
DES MOINES, IOWA 50392-0001                 Utilities Equities Fund F
                                            FIDELITY PORTFOLIOS
                                            82 DEVONSHIRE STREET
JOHN HANCOCK MUTUAL LIFE COMPANY            BOSTON, MASSACHUSETTS 02109
JOHN HANCOCK PLACE
P. O. BOX 111                               Intermediate Government Securities G
BOSTON, MASSACHUSETTS 02117                 Fund G
                                            VOYAGEUR FUND MANAGERS INC.
                                            90 SOUTH SEVENTH STREET
                                            SUITE 4400
ALLSTATE LIFE INSURANCE COMPANY             MINNEAPOLIS, MINNESOTA 55402
ALLSTATE PLAZA WEST
3100 SANDERS ROAD                           International Stock Fund H
NORTHBROOK, ILLINOIS 60062                  T. ROWE PRICE INC.
                                            100 EAST PRATT STREET
TRANSAMERICA OCCIDENTAL LIFE INS.           BALTIMORE, MARYLAND 2120
1150 SOUTH OLIVE
LOS ANGELES, CALIFORNIA 90015               Mid/Small Company Stock Fund
                                            PUTNAM INVESTMENTS
FIRST ALLMERICA FINANCIAL LIFE              P.O. BOX 41203
INSURANCE COMPANY                           PROVIDENCE, RHODE ISLAND 02940
440 LINCOLN STREET
WORCESTER, MASSACHUSETTS  01653

J.P.MORGAN
60 WALL STREET
NEW YORK, NEW YORK 10260




                     PUBLIC SERVICE ELECTRIC AND GAS COMPANY
                      THRIFT AND TAX-DEFERRED SAVINGS PLAN

                                      INDEX



                                                                          PAGE
                                                                          ----


INDEPENDENT AUDITORS' REPORT........................................       4

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
  AS OF DECEMBER 31, 1996 AND 1995..................................       5 -10

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
  FOR THE YEARS ENDED DECEMBER 31, 1996 and 1995....................       11-16

NOTES TO FINANCIAL STATEMENTS.......................................       17-27

SIGNATURES..........................................................       28

EXHIBIT INDEX.......................................................       29






  INDEPENDENT AUDITORS' REPORT

Employee Benefits Committee of
Public Service Electric and Gas Company:

We have audited the accompanying statements of net assets available for benefits
of the Public Service  Electric and Gas Company Thrift and Tax- Deferred Savings
Plan (the "Plan") as of December 31, 1996 and 1995,  and the related  statements
of changes in net assets available for benefits for the years then ended.  These
financial  statements  are the  responsibility  of the  Plan's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects, the net assets available for benefits of the Plan at December 31, 1996
and 1995,  and the changes in net assets  available  for  benefits for the years
then ended in conformity with generally accepted accounting principles.

     Our  audits  were  conducted  for the  purpose of forming an opinion on the
basic financial  statements taken as a whole.  The  supplemental  information by
fund is presented for the purpose of additional  analysis of the basic financial
statements rather than to present information regarding the net assets available
for benefits and changes in net assets  available for benefits of the individual
funds,  and is not a  required  part of the  basic  financial  statements.  This
information is the responsibility of the Plan's management. Such information has
been  subjected  to the auditing  procedures  applied in our audits of the basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects when considered in relation to the basic financial  statements taken as
a whole.


DELOITTE & TOUCHE LLP
Parsippany, New Jersey
June 25, 1997




                                                            PUBLIC SERVICE ELECTRIC AND GAS COMPANY
                                                              THRIFT AND TAX-DEFERRED SAVINGS PLAN
                                                         STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                                                                    As of December 31, 1996

                                                                (Supplemental Information by Fund)



                                                              Equities                                Enterprise
                                                               Growth     Balanced    Stable Value   Common Stock
                                                   Total       Fund A      Fund B        Fund C         Fund D
                                              ---------------------------------------------------------------------
                                                                                                
ASSETS
 Investments, at fair value
    Plan interest in PSE&G Company             $449,181,673  $          - $        -  $  231,052,943 $  42,281,519
    Master Employee Benefit Plan Trust

  Receivables-Interest
       and Dividends                              1,273,044             -          -       1,258,680        13,873
                                              ---------------------------------------------------------------------
         Total Assets                          $450,454,717  $          - $        -  $  232,311,623 $  42,295,392
                                              =====================================================================

LIABILITIES

 Accounts Payable                              $    195,199  $          - $        -  $      143,307 $      38,569
 Transfer to/from PSE&G Company
   Employee Savings Plan                            181,176             -          -         168,771             -
 Forfeitures                                          4,303             -          -               -           598
                                              ---------------------------------------------------------------------
        Total Liabilities                           380,678             -          -         312,078        39,167
                                              ---------------------------------------------------------------------

     Net Assets Available for Benefits         $450,074,039  $          - $        -  $  231,999,545 $  42,256,225
                                              =====================================================================

<FN>
SEE NOTES TO FINANCIAL STATEMENTS
</FN>






                                                            PUBLIC SERVICE ELECTRIC AND GAS COMPANY
                                                                THRIFT AND TAX-DEFERRED SAVINGS PLAN
                                                           STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                                                                     As of December 31, 1996

                                                           (Supplemental Information by Fund (Continued))



                                                                          Intermediate
                                                 Large Company  Utilities  Government   International   Mid/Small
                                                  Stock Index   Equities   Securities       Stock        Company
                                                     Fund E      Fund F      Fund G        Fund H       Stock Fund
                                                 --------------------------------------------------------------------
                                                                                                  
ASSETS
 Investments, at fair value
   Plan interest in PSE&G Company
    Master Employee Benefit Plan Trust              $75,429,866   $     -    $5,411,340   $19,716,058    $15,217,008

  Receivables-Interest
       and Dividends                                          -         -             -             -              -
                                                 --------------------------------------------------------------------
         Total Assets                               $75,429,866   $     -    $5,411,340   $19,716,058    $15,217,008
                                                 ====================================================================

LIABILITIES

 Accounts Payable                                   $    90,219   $     -    $    2,804   $   (12,800)   $  (151,503)
 Transfer to/from PSE&G Company
    Employee Savings Plan                                     -         -             -             -              -
 Forfeitures                                              1,885         -            21           304          1,091
                                                 --------------------------------------------------------------------
        Total Liabilities                                92,104         -         2,825       (12,496)      (150,412)
                                                 --------------------------------------------------------------------

     Net Assets Available for Benefits              $75,337,762   $     -    $5,408,515   $19,728,554    $15,367,420
                                                 ====================================================================

<FN>
SEE NOTES TO FINANCIAL STATEMENTS
</FN>




                                                                     PUBLIC SERVICE ELECTRIC AND GAS COMPANY
                                                                       THRIFT AND TAX-DEFERRED SAVINGS PLAN
                                                                  STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                                                                               As of December 31, 1996

                                                                   (Supplemental Information by Fund (Continued))



                                                 Conservative    Moderate     Aggressive
                                                    Pre-Mix       Pre-Mix       Pre-Mix                   Holding       Trust
                                                   Portfolio     Portfolio     Portfolio        ESOP      Account     Loan Fund
                                                 ---------------------------------------------------------------------------------
                                                                                                            
ASSETS
 Investments, at fair value
   Plan interest in PSE&G Company
    Master Employee Benefit Plan Trust              $8,453,723   $20,189,441    $14,165,616   $5,339,552    $89,921   $11,834,686

  Receivables-Interest
       and Dividends                                         -             -              -           93        398             -
                                                 ---------------------------------------------------------------------------------
         Total Assets                               $8,453,723   $20,189,441    $14,165,616   $5,339,645    $90,319   $11,834,686
                                                 =================================================================================

LIABILITIES

 Accounts Payable                                   $    9,114   $    75,319    $   (16,376)  $    9,686    $43,210   $   (36,350)
 Transfer to/from PSE&G Company
   Employee Savings Plan                                 6,190         6,215              -            -          -             -
 Forfeitures                                                43            87            274            -          -             -
                                                 ---------------------------------------------------------------------------------
        Total Liabilities                               15,347        81,621        (16,102)       9,686     43,210       (36,350)
                                                 ---------------------------------------------------------------------------------

     Net Assets Available for Benefits              $8,438,376   $20,107,820    $14,181,718   $5,329,959    $47,109   $11,871,036
                                                 =================================================================================

<FN>
SEE NOTES TO FINANCIAL STATEMENTS
</FN>





                                                                  PUBLIC SERVICE ELECTRIC AND GAS COMPANY
                                                                    THRIFT AND TAX-DEFERRED SAVINGS PLAN
                                                               STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                                                                          As of December 31, 1995

                                                                      (Supplemental Information by Fund)



                                                                   Equities                       Fixed        Enterprise
                                                                    Growth        Balanced        Income      Common Stock
                                                       Total        Fund A         Fund B         Fund C         Fund D
                                                 ---------------------------------------------------------------------------
                                                                                                         
ASSETS
 Investments
  Enterprise Common Stock                           $ 65,343,084   $         -    $         -   $          -    $57,979,587
  Equities Growth Fund                                23,362,801    23,362,801              -              -              -
  Balanced Fund                                       12,096,913             -     12,096,913              -              -
  Insurance Annuity Contracts (GICs )                227,071,949             -              -    227,071,949              -
  Stock Index Equities Fund                           52,506,341             -              -              -              -
  Utilities Equities Fund                             12,524,247             -              -              -              -
  Government Securities Fund                           6,535,810             -              -              -              -
  International Stock Fund                            10,913,105             -              -              -              -
                                                 ---------------------------------------------------------------------------
         Total Investments                           410,354,250    23,362,801     12,096,913    227,071,949     57,979,587
                                                 ---------------------------------------------------------------------------

  Participant Loans Receivable                        13,154,101             -              -              -              -
  Receivables-Interest
       and Dividends                                   3,051,675        91,252            (86)     1,299,563      1,018,887
  Cash and Temporary Cash
       Investments                                     4,483,854             -              -      3,556,107        265,618
                                                 ---------------------------------------------------------------------------
         Total Assets                               $431,043,880   $23,454,053    $12,096,827   $231,927,619    $59,264,092
                                                 ===========================================================================

LIABILITIES

 Accounts Payable                                   $  1,591,802   $    96,698    $    (3,140)  $    272,992    $    35,405
 Purchases of Securities                               1,007,474             -              -              -      1,007,474
 Forfeitures                                             100,450             -              -              -              -
 Other                                                   (45,570)       (5,765)           487        (34,433)           825
                                                 ---------------------------------------------------------------------------
        Total Liabilities                              2,654,156        90,933         (2,653)       238,559      1,043,704
                                                 ---------------------------------------------------------------------------

     Net Assets Available for Benefits              $428,389,724   $23,363,120    $12,099,480   $231,689,060    $58,220,388
                                                 ===========================================================================

<FN>
SEE NOTES TO FINANCIAL STATEMENTS
</FN>




                                                                 PUBLIC SERVICE ELECTRIC AND GAS COMPANY
                                                                   THRIFT AND TAX-DEFERRED SAVINGS PLAN
                                                              STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                                                                         As of December 31, 1995

                                                               (Supplemental Information by Fund (Continued))



                                                  Stock Index     Utilities    Government    T.Rowe Price
                                                    Equities      Equities     Securities   Internat.Stock
                                                     Fund E        Fund F        Fund G         Fund H        ESOP Fund
                                                 -------------------------------------------------------------------------
                                                                                                       
ASSETS
 Investments
  Enterprise Common Stock                           $         -   $         -    $        -   $           -    $7,363,497
  Equities Growth Fund                                        -             -             -               -             -
  Balanced Fund                                               -             -             -               -             -
  Insurance Annuity Contracts (GICs)                          -             -             -               -             -
  Stock Index Equities Fund                          52,506,341             -             -               -             -
  Utilities Equities Fund                                     -    12,524,247             -               -             -
  Government Securities Fund                                  -             -     6,535,810               -             -
  International Stock Fund                                    -             -             -      10,913,105             -
                                                 -------------------------------------------------------------------------
         Total Investments                           52,506,341    12,524,247     6,535,810      10,913,105     7,363,497
                                                 -------------------------------------------------------------------------

  Participant Loans Receivable                                -             -             -               -             -
  Receivables-Interest
       and Dividends                                    498,935       (10,121)       43,863           4,514             -
  Cash and Temporary Cash
       Investments                                       99,598             -            47             104            56
                                                 -------------------------------------------------------------------------
         Total Assets                               $53,104,874   $12,514,126    $6,579,720   $  10,917,723    $7,363,553
                                                 =========================================================================

LIABILITIES

 Accounts Payable                                   $   603,860   $   (12,269)   $   33,454   $       4,593        44,350
 Purchases of Securities                                      -             -             -               -             -
 Forfeitures                                                  -             -             -               -             -
 Other                                                   (6,684)            -             -               -             -
                                                 -------------------------------------------------------------------------
        Total Liabilities                               597,176       (12,269)       33,454           4,593        44,350
                                                 -------------------------------------------------------------------------

     Net Assets Available for Benefits              $52,507,698   $12,526,395    $6,546,266   $  10,913,130    $7,319,203
                                                 =========================================================================

<FN>
SEE NOTES TO FINANCIAL STATEMENTS
</FN>




                  PUBLIC SERVICE ELECTRIC AND GAS COMPANY
                      THRIFT AND TAX-DEFERRED SAVINGS PLAN
               STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                          As of December 31, 1995
                  (Supplemental Information by Fund (Concluded))



                                                    Holding        Trust
                                                    Account       Loan Fund
                                                 ----------------------------
                                                                   
ASSETS
 Investments
  Enterprise Common Stock                          $          -  $         -
  Equities Growth Fund                                        -            -
  Balanced Fund                                               -            -
  Insurance Annuity Contracts (GICs )                         -            -
  Stock Index Equities Fund                                   -            -
  Utilities Equities Fund                                     -            -
  Government Securities Fund                                  -            -
   International Stock Fund                                   -            -
                                                 ----------------------------
         Total Investments                                    -            -
                                                 ----------------------------


  Participant Loans Receivable                                -   13,154,101
  Receivables-Interest
       and Dividends                                    104,868            -
  Cash and Temporary Cash
       Investments                                      562,324            -
                                                 ----------------------------
         Total Assets                              $    667,192  $13,154,101
                                                 ============================

LIABILITIES

 Accounts Payable                                  $    515,859  $         -
 Purchases of Securities                                      -            -
 Forfeitures                                            100,450            -
 Other                                                        -            -
                                                 ----------------------------
        Total Liabilities                               616,309            -
                                                 ----------------------------

     Net Assets Available for Benefits             $     50,883  $13,154,101
                                                 ============================

<FN>
SEE NOTES TO FINANCIAL STATEMENTS
</FN>





                                                               PUBLIC SERVICE ELECTRIC AND GAS COMPANY
                                                                 THRIFT AND TAX-DEFERRED SAVINGS PLAN
                                                                  STATEMENT OF CHANGES IN NET ASSETS
                                                                        AVAILABLE FOR BENEFITS
                                                                  For the Year Ended December 31, 1996

                                                                   (Supplemental Information by Fund)



                                                              Equities                                           Enterprise
                                                               Growth          Balanced       Stable Value      Common Stock
                                               Total           Fund A           Fund B           Fund C            Fund D
                                            -----------------------------------------------------------------------------------
                                                                                                            
ADDITIONS
 Participant Deposits                        $ 28,928,457      $ 2,934,890      $ 1,318,684      $ 11,817,518      $ 2,769,588
 Employers Contributions                        7,724,863          742,012          335,692         3,280,090          798,778
 Interfund Transfers - net                              -      (29,036,498)     (13,312,480)          862,747      (12,640,657)
                                            -----------------------------------------------------------------------------------
      Total Deposits and Contributions         36,653,320      (25,359,596)     (11,658,104)       15,960,355       (9,072,291)
                                            -----------------------------------------------------------------------------------

Plan Interest in Master Trust
 Investment Income                             34,518,823        3,544,014          776,735        15,263,104       (2,279,879)
                                            -----------------------------------------------------------------------------------

        Total Additions                        71,172,143      (21,815,582)     (10,881,369)       31,223,459      (11,352,170)
                                            -----------------------------------------------------------------------------------

DEDUCTIONS
 Withdrawals                                   48,892,615        1,593,537        1,232,029        30,536,100        4,567,152
 Dividends Paid                                   460,678                -                -                 -                -
 Forfeitures                                      145,221           24,050            7,723            26,591           14,901
 Transfer to/(from) PSE&G Company
   Employee Savings Plan                          (10,686)         (70,049)         (21,641)          350,283           29,940
                                            -----------------------------------------------------------------------------------
        Total Deductions                       49,487,828        1,547,538        1,218,111        30,912,974        4,611,993
                                            -----------------------------------------------------------------------------------

INCREASE (DECREASE) IN NET
 ASSETS AVAILABLE FOR BENEFITS                 21,684,315      (23,363,120)     (12,099,480)          310,485      (15,964,163)

NET ASSETS AVAILABLE FOR
BENEFITS  -  BEGINNING OF YEAR                428,389,724       23,363,120       12,099,480       231,689,060       58,220,388
                                            -----------------------------------------------------------------------------------

NET ASSETS AVAILABLE
FOR BENEFITS  -  END OF YEAR                 $450,074,039      $         -      $         -      $231,999,545      $42,256,225
                                            ===================================================================================

<FN>
SEE NOTES TO FINANCIAL STATEMENTS
</FN>




                                                                  PUBLIC SERVICE ELECTRIC AND GAS COMPANY
                                                                   THRIFT AND TAX-DEFERRED SAVINGS PLAN
                                                                     STATEMENT OF CHANGES IN NET ASSETS
                                                                           AVAILABLE FOR BENEFITS
                                                                    For the Year Ended December 31, 1996

                                                                (Supplemental Information by Fund (Continued))



                                                                                Intermediate
                                                  Large Company     Utilities     Government  International    Mid/Small
                                                   Stock Index       Equities     Securities      Stock         Company
                                                      Fund E          Fund F        Fund G        Fund H      Stock Fund
                                                 --------------------------------------------------------------------------
                                                                                                         
 ADDITIONS
 Participant Deposits                              $    5,247,928    $ 1,009,102   $  568,171    $ 1,911,492   $   364,252
 Employers Contributions                                1,334,628        256,733      149,824        460,294       100,243
 Interfund Transfers - net                              8,094,861    (13,211,523)  (1,356,553)     6,103,664    14,945,307
                                                 --------------------------------------------------------------------------
      Total Deposits and Contributions                 14,677,417    (11,945,688)    (638,558)     8,475,450    15,409,802
                                                 --------------------------------------------------------------------------

Plan Interest in Master Trust
 Investment Income                                     13,410,802        479,587      133,502      2,462,033         2,161
                                                 --------------------------------------------------------------------------
        Total Additions                                28,088,219    (11,466,101)    (505,056)    10,937,483    15,411,963
                                                 --------------------------------------------------------------------------

DEDUCTIONS
 Withdrawals                                            5,410,105      1,077,617      625,992      2,127,678        42,832
 Dividends Paid                                                 -              -            -              -             -
 Forfeitures                                               34,030          8,440        8,581         16,493         1,711
 Transfer to/(from) PSE&G Company
   Employee Savings Plan                                 (185,980)       (25,763)      (1,878)       (22,112)            -
                                                 --------------------------------------------------------------------------
        Total Deductions                                5,258,155      1,060,294      632,695      2,122,059        44,543
                                                 --------------------------------------------------------------------------

INCREASE (DECREASE) IN NET
 ASSETS AVAILABLE FOR BENEFITS                         22,830,064    (12,526,395)  (1,137,751)     8,815,424    15,367,420

NET ASSETS AVAILABLE FOR
BENEFITS  -  BEGINNING OF YEAR                         52,507,698     12,526,395    6,546,266     10,913,130             -
                                                 --------------------------------------------------------------------------

NET ASSETS AVAILABLE
FOR BENEFITS  -  END OF YEAR                       $   75,337,762    $         -   $5,408,515    $19,728,554   $15,367,420
                                                 ==========================================================================

<FN>
SEE NOTES TO FINANCIAL STATEMENTS
</FN>




                                                       PUBLIC SERVICE ELECTRIC AND GAS COMPANY
                                                        THRIFT AND TAX-DEFERRED SAVINGS PLAN
                                                          STATEMENT OF CHANGES IN NET ASSETS
                                                                AVAILABLE FOR BENEFITS
                                                         For the Year Ended December 31, 1996

                                                     (Supplemental Information by Fund (Concluded))




                                             Conservative Moderate   Aggressive
                                              Pre-Mix     Pre-Mix      Pre-Mix                 Holding      Trust
                                             Portfolio   Portfolio    Portfolio     ESOP       Account     Loan Fund
                                             -------------------------------------------------------------------------

                                                                                                
ADDITIONS
 Participant Deposits                         $  117,400 $   450,068  $   419,364 $        -  $         - $         -
 Employers Contributions                          33,228     110,232      123,109          -            -           -
 Interfund Transfers - net                     8,213,054  19,092,946   13,270,165   (704,973)           -    (320,060)
                                             -------------------------------------------------------------------------
      Total Deposits and Contributions         8,363,682  19,653,246   13,812,638   (704,973)           -    (320,060)
                                             -------------------------------------------------------------------------

Plan Interest in Master Trust
 Investment Income                               183,442     541,475      435,380   (451,671)      (3,774)     21,912
                                             -------------------------------------------------------------------------
        Total Additions                        8,547,124  20,194,721   14,248,018 (1,156,644)      (3,774)   (298,148)
                                             -------------------------------------------------------------------------

DEDUCTIONS
 Withdrawals                                     108,705      86,814       63,729    376,876            -   1,043,449
 Dividends Paid                                        -           -            -    460,678            -           -
 Forfeitures                                          43          87        2,571          -            -           -
 Transfer to/(from) PSE&G Company
   Employee Savings Plan                               -           -            -     (4,954)           -     (58,532)
                                             -------------------------------------------------------------------------
        Total Deductions                         108,748      86,901       66,300    832,600            -     984,917
                                             -------------------------------------------------------------------------

INCREASE (DECREASE) IN NET
 ASSETS AVAILABLE FOR BENEFITS                 8,438,376  20,107,820   14,181,718 (1,989,244)      (3,774) (1,283,065)

NET ASSETS AVAILABLE FOR
BENEFITS  -  BEGINNING OF YEAR                         -           -            -  7,319,203       50,883  13,154,101
                                             -------------------------------------------------------------------------

NET ASSETS AVAILABLE
FOR BENEFITS  -  END OF YEAR                  $8,438,376 $20,107,820  $14,181,718 $5,329,959  $    47,109 $11,871,036
                                             =========================================================================

<FN>
SEE NOTES TO FINANCIAL STATEMENTS
</FN>




                                                           PUBLIC SERVICE ELECTRIC AND GAS COMPANY
                                                             THRIFT AND TAX-DEFERRED SAVINGS PLAN
                                                             STATEMENT OF CHANGES IN NET ASSETS
                                                                   AVAILABLE FOR BENEFITS
                                                            For the Year Ended December 31, 1995

                                                               (Supplemental Information by Fund)



                                                             Equities                    Fixed      Enterprise
                                                              Growth      Balanced      Income     Common Stock
                                                  Total       Fund A       Fund B       Fund C        Fund D
                                             --------------------------------------------------------------------

                                                                                              
ADDITIONS
 Participant Deposits                         $ 27,430,459  $ 2,636,045  $ 1,259,883  $ 13,440,286   $ 3,514,341
 Employers Contributions                         8,586,992      798,319      386,678     4,278,454     1,162,496
 Interfund Transfers - net                               -    5,039,266    1,992,320    (2,391,755)  (11,873,357)
                                             --------------------------------------------------------------------
      Total Deposits and Contributions          36,017,451    8,473,630    3,638,881    15,326,985    (7,196,520)
                                             --------------------------------------------------------------------

Income
 Interest                                       15,238,679            -            -    15,198,811        29,144
 Dividends                                      11,438,768    3,294,388      911,623             -     4,246,390
 Loan Interest Income                                    -       67,557       36,663       466,996       130,067
                                             --------------------------------------------------------------------
        Total Income                            26,677,447    3,361,945      948,286    15,665,807     4,405,601
                                             --------------------------------------------------------------------

Appreciation(Depreciation) of Investments       24,045,742     (854,855)     950,542        43,710     8,121,182
                                             --------------------------------------------------------------------
        Total Additions                         86,740,640   10,980,720    5,537,709    31,036,502     5,330,263
                                             --------------------------------------------------------------------

DEDUCTIONS
 Withdrawals                                    27,714,601      712,581      566,824    18,712,599     3,457,371
 Dividends Paid                                    544,112            -            -             -             -
 Forfeitures                                       100,431       21,072        6,704        40,972         9,561
 Transfer to/(from) PSE&G Company
   Employee Savings Plan                           469,847        4,661      (41,453)      269,130       243,817
                                             --------------------------------------------------------------------
        Total Deductions                        28,828,991      738,314      532,075    19,022,701     3,710,749
                                             --------------------------------------------------------------------

INCREASE (DECREASE) IN NET
 ASSETS AVAILABLE FOR BENEFITS                  57,911,649   10,242,406    5,005,634    12,013,801     1,619,514

NET ASSETS AVAILABLE FOR
BENEFITS  -  BEGINNING OF YEAR                 370,478,075   13,120,714    7,093,846   219,675,259    56,600,874
                                             --------------------------------------------------------------------

NET ASSETS AVAILABLE
FOR BENEFITS  -  END OF YEAR                  $428,389,724  $23,363,120  $12,099,480  $231,689,060   $58,220,388
                                             ====================================================================

<FN>
SEE NOTES TO FINANCIAL STATEMENTS
</FN>




                                                                        PUBLIC SERVICE ELECTRIC AND GAS COMPANY
                                                                         THRIFT AND TAX-DEFERRED SAVINGS PLAN
                                                                          STATEMENT OF CHANGES IN NET ASSETS
                                                                                AVAILABLE FOR BENEFITS
                                                                         For the Year Ended December 31, 1995

                                                                      (Supplemental Information by Fund (Continued))



                                                      Stock Index      Utilities      Government     T.Rowe Price
                                                        Equities        Equities      Securities    Internat.Stock
                                                         Fund E          Fund F         Fund G          Fund H         ESOP Fund
                                                    --------------------------------------------------------------------------------
                                                                                                                 
ADDITIONS
 Participant Deposits                                   $  3,638,339    $   920,075     $   565,616    $  1,455,874     $         -
 Employers Contributions                                   1,092,008        291,584         168,475         408,978               -
 Interfund Transfers - net                                 5,829,324      3,135,243        (307,337)       (584,566)       (430,315)
                                                    --------------------------------------------------------------------------------
      Total Deposits and Contributions                    10,559,671      4,346,902         426,754       1,280,286        (430,315)
                                                    --------------------------------------------------------------------------------

Income
 Interest                                                          -              -               -             163               8
 Dividends                                                 1,232,411        527,187         345,580         337,076         544,113
 Loan Interest Income                                         99,598         28,435          13,927          37,783               -
                                                    --------------------------------------------------------------------------------
        Total Income                                       1,332,009        555,622         359,507         375,022         544,121
                                                    --------------------------------------------------------------------------------

Appreciation(Depreciation) of Investments                 11,453,890      1,757,616         679,124         746,505       1,053,740
                                                    --------------------------------------------------------------------------------
        Total Additions                                   23,345,570      6,660,140       1,465,385       2,401,813       1,167,546
                                                    --------------------------------------------------------------------------------

DEDUCTIONS
 Withdrawals                                               2,273,899        653,635         276,340         823,621         536,937
 Dividends Paid                                                    -              -               -               -         544,112
 Forfeitures                                                  13,454          4,296           1,691           2,681               -
 Transfer to/(from) PSE&G Company
   Employee Savings Plan                                     (27,346)        (7,698)        (16,339)        (16,048)           (173)
                                                    --------------------------------------------------------------------------------
        Total Deductions                                   2,260,007        650,233         261,692         810,254       1,080,876
                                                    --------------------------------------------------------------------------------

INCREASE (DECREASE) IN NET
 ASSETS AVAILABLE FOR BENEFITS                            21,085,563      6,009,907       1,203,693       1,591,559          86,670

NET ASSETS AVAILABLE FOR
BENEFITS  -  BEGINNING OF YEAR                            31,422,135      6,516,488       5,342,573       9,321,571       7,232,533
                                                    --------------------------------------------------------------------------------

NET ASSETS AVAILABLE
FOR BENEFITS  -  END OF YEAR                            $ 52,507,698    $12,526,395     $ 6,546,266    $ 10,913,130     $ 7,319,203
                                                    ================================================================================

<FN>
SEE NOTES TO FINANCIAL STATEMENTS
</FN>




                PUBLIC SERVICE ELECTRIC AND GAS COMPANY
                 THRIFT AND TAX-DEFERRED SAVINGS PLAN
                       STATEMENT OF CHANGES IN NET ASSETS
                             AVAILABLE FOR BENEFITS
                  For the Year Ended December 31, 1995

              (Supplemental Information by Fund (Concluded))




                                                Holding       Trust
                                                Account      Loan Fund
                                             ---------------------------
                                                              
ADDITIONS
 Participant Deposits                         $          -  $         -
 Employers Contributions                                 -            -
 Interfund Transfers - net                               -     (408,823)
                                             ---------------------------
      Total Deposits and Contributions                   -     (408,823)
                                             ---------------------------

Income
 Interest                                           10,553            -
 Dividends                                               -            -
 Loan Interest Income                                    -     (881,026)
                                             ---------------------------
        Total Income                                10,553     (881,026)
                                             ---------------------------

Appreciation(Depreciation) of Investments           59,997       34,291
                                             ---------------------------
        Total Additions                             70,550   (1,255,558)
                                             ---------------------------

DEDUCTIONS
 Withdrawals                                        30,685     (329,891)
 Dividends Paid                                          -            -
 Forfeitures                                             -            -
 Transfer to/(from) PSE&G Company
   Employee Savings Plan                                 -       61,296
                                             ---------------------------
        Total Deductions                            30,685     (268,595)
                                             ---------------------------

INCREASE (DECREASE) IN NET
 ASSETS AVAILABLE FOR BENEFITS                      39,865     (986,963)

NET ASSETS AVAILABLE FOR
BENEFITS  -  BEGINNING OF YEAR                      11,018   14,141,064
                                             ---------------------------

NET ASSETS AVAILABLE
FOR BENEFITS  -  END OF YEAR                  $     50,883  $13,154,101
                                             ===========================


<FN>
SEE NOTES TO FINANCIAL STATEMENTS
</FN>




NOTES TO FINANCIAL STATEMENTS

1.       SUMMARY OF THE PLAN

The Board of Directors of Public Service  Electric and Gas Company (PSE&G or the
Company)  adopted  the PSE&G  Thrift and  Tax-Deferred  Savings  Plan  (Plan) to
encourage thrift and savings by eligible employees (Eligible Employees).  It was
first  offered to Eligible  Employees in 1981.  Effective  January 1, 1996,  the
Trust that held the Plan assets  became the PSE&G Master  Employee  Benefit Plan
Trust,  (Master Trust), a Master Trust covering this Plan and the PSE&G Employee
Savings Plan (Savings Plan).  (See Note 4. Investment in Master Trust.) The Plan
was last  amended  December 16, 1996,  effective  December 16, 1996,  except for
changes  listed  below,  which are  effective  as of January  1, 1997.  The Plan
amendments  made during 1996 provide the following,  effective  October 1, 1996:
Equities  Growth Fund A,  Balanced  Fund B, and  Utilities  Equities Fund F were
discontinued;  Mid/Small  Company Stock Fund,  Conservative  Pre-Mix  Portfolio,
Moderate Pre-Mix Portfolio,  and Aggressive Pre-Mix Portfolio were added; Fund C
was renamed Stable Value Fund rather than Fixed Income Fund,  Fund E was renamed
Large Company Stock Index Fund rather than Stock Index Equities Fund, and Fund G
was renamed  Intermediate  Government  Securities  Fund  rather than  Government
Securities Fund. Additionally, the Plan merged with U.S. Energy Partners' 401(k)
Plan.  The Plan accepted  balances from U.S.  Energy  Partners' Plan with graded
vesting for its employer  match.  Participation  with respect to the U.S. Energy
Partners'   accounts  became  effective  December  16,  1996.  An  employee  may
participate in the Plan from the date of hire.  Matching  Company  Contributions
begin when an employee has completed  one Year of Service.  Any Employee who, at
the time  he/she  becomes  employed  by the  Company,  is a  participant  in the
Employee  Savings  Plan,  shall  automatically  be  enrolled in the Plan and all
balances in the Employee  Savings Plan shall be  transferred to the Plan and all
contribution  and investment  elections in effect for the Employee  Savings Plan
shall remain in effect.  Participation in the Plan is entirely voluntary, except
with respect to those employees who participated in the Employee Stock Ownership
Plan (ESOP) Fund as a result of their  participation  in the PSE&G Tax Reduction
Act  Employee  Stock  Ownership  Plan  (TRASOP)  and/or the PSE&G  Payroll-Based
Employee Stock  Ownership Plan (PAYSOP),  which plans were merged into this Plan
in 1988.  Eligible  Employees  are those  employees  not covered by a collective
bargaining  agreement  and who were  hired by  PSE&G or any  affiliate  of PSE&G
participating  in the Plan  (together  hereafter  each called an  "Employer"  or
collectively  "Employers").  Certain Eligible Employees may also elect to have a
distribution  from another  qualified  corporate plan  contributed as a rollover
contribution  with the  approval of the  Employee  Benefits  Committee  of PSE&G
(Committee), the Plan Administrator.

The following changes were effective January 1, 1997:

1. to allow Basic Deposits in any integral multiple of 1% of Compensation to a
   total of 8%, rather than 6%;
2. to allow Supplemental Deposits in any integral multiple of 1% of Compensation
   to a total of 17%, rather than 19%;
3. all  administrative  expenses as well as taxes and  brokerage costs  will  be
   deducted  from the  Trust Fund, rather than  paid directly by the Company and
   its Participating Affiliates;

Under the Plan,  each  participating  Employee  (Participant)  may elect to make
basic deposits to Investment  Funds of such  Participant's  choosing  within the
Thrift Account Fund of 1% - 8% of his/her  compensation  (Basic  Deposits),  and
his/her  respective  Employer  will  contribute  an amount equal to 50% thereof,
subject to certain exceptions and limitations (Employer Contributions). Employer
Contributions with respect to Basic Deposits in excess of 6% of compensation are
made  in  shares  of  the  Common  Stock  of  Public  Service  Enterprise  Group
Incorporated (Enterprise),  the parent of the Company, and are not available for
transfer  to  any  other  Fund  or  withdrawal   from  the  Plan  prior  to  the
Participant's termination of employment. In addition, a Participant may elect to
make supplemental  deposits to such Funds in increments of 1% of Compensation up



NOTES TO FINANCIAL STATEMENTS - (Continued)

to an  additional  17% of  Compensation  (Supplemental  Deposits),  subject   to
certain limitations, without any corresponding matching Employer Contribution. A
Participant may designate such Basic and/or Supplemental Deposits as Nondeferred
(post-income  tax  contributions)  or Deferred  (pre-income tax  contributions).
Also,  each  Participant  may, within any Plan Year, make one or more Additional
Lump Sum Deposits on a  Nondeferred  basis in the minimum  amount of $250 and in
such total amounts which when aggregated with such Participant's  Basic Deposits
and Supplemental Deposits, do not exceed 25% of his or her Compensation for that
Plan Year. The maximum  amount of Deferred  Deposits to a  Participant's  Thrift
Account  may  have  to be  limited  to less  than  25% of  Compensation  to meet
requirements of the Internal  Revenue Code of 1986, as amended (IRC). The extent
of any such  limitation  will be  determined  from time to time by the Committee
based on the actual  pattern of Deferred  Deposits by all  Participants.  If the
maximum  permitted  percentage  of  Compensation  for  Thrift  Account  Deferred
Deposits is reduced,  then all  Deferred  Deposits in excess of such  percentage
will  automatically  be treated as  Nondeferred  Deposits.  This will  result in
taxable income to the affected  Participants for Deferred  Deposits in excess of
any limit so  established.  The  Committee  will attempt to assure that any such
limitation will apply only to future contributions,  but it is possible that, in
order  to  meet   requirements  of  the  IRC,  the  limitation   will,  in  some
circumstances,  have to be  applied  retroactively.  Deferred  Deposits  may not
generally  be withdrawn  until age 59-1/2.  Nondeferred  Deposits,  on the other
hand,   may  be  withdrawn  at  any  time  subject  to  certain   penalties  and
restrictions.

Thrift Account Deposits are made through payroll deductions by the Participant's
Employer,  rollover contributions from other qualified plans and Additional Lump
Sum Deposits.  Deposits by Participants  and  contributions  by their respective
Employers are  transferred to a Trustee and separately held in the Plan's Thrift
Account  Fund of the  Trust  Fund for  investment  and  other  transactions,  as
directed by  Participants.  Participants  are  entitled to choose which funds to
invest Deposits and Employer  Contributions  in from among the Investment  Funds
offered under the Plan.

Bankers Trust Company is the Trustee of the Master Trust established pursuant to
the Plan.

Loan Provisions

The Trustee may,  subject to the approval of PSE&G's  Director,  Performance and
Rewards,  lend a Participant  who is employed by an Employer an amount up to 50%
of the value of the vested portion of such Participant's Thrift Account and ESOP
Fund, but no more than the aggregate value of such Participant's  Thrift Account
or $ 50,000,  whichever is less.  Any  Participant  loan must be for a principal
amount  of $ 1,000  or more and no  Participant  may have  more  than two  loans
outstanding at any time. All loans,  including interest thereon,  must be repaid
by payroll  deductions in equal monthly  installments  over a period of 12 to 60
months as selected by the  Participant.  However,  a Participant  may prepay any
such loan in full or in part in a lump sum in accordance  with such rules as may
be prescribed by the  Committee.  A Participant  may not apply for more than one
loan in any calendar  year. A loan to a Participant  is considered an investment
of such  Participant's  Thrift  Account and  repayments of principal of any loan
together with interest  thereon,  are invested in the Thrift Account  Investment
Funds of the Plan in accordance with the Participant's  then-current  investment
direction for Deposits and Employer Contributions.

Each  loan bears  interest  at a rate  fixed from time to time by the  Committee
taking into  consideration  the then-current  interest rates being charged.  The
rate of interest  applicable to any loan at its inception  remains in effect for
the duration of such loan. During 1996, the rate of interest on loans granted to
Participants,  by quarter  and  starting  with the first  quarter,  was  8-1/2%,
8-1/4%,  8-1/4%,  and 8-1/4%.  (See Note 2.  SIGNIFICANT  ACCOUNTING  POLICIES -
Loans.)




NOTES TO FINANCIAL STATEMENTS - (Continued)

2.       SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The  financial  statements  of the Plan have been  prepared in  accordance  with
generally accepted accounting principles.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Dividends and Interest

Dividends,  interest,  and other income  attributable to each Investment Fund of
the Plan are  reinvested in that  Investment  Fund to the extent not used to pay
direct  expenses of that Fund.  (See Expenses of Plan,  below.) All Deposits and
Employer  Contributions  in the  Stable  Value  Fund C are  invested  in  either
traditional   Guaranteed  Investment  Contracts  (traditional  GICs)  issued  by
insurance companies, or Benefit Responsive Agreements (Synthetic GICs) which are
similar to traditional GICs in terms of their ability to preserve  principal and
provide a stable rate of return.  Synthetic  GICs are different in that they are
backed  or  secured  by  a  separate  portfolio  of  high-quality  fixed  income
securities  that are directly  owned by the Fund.  The portfolio is wrapped by a
"book value wrapper",  usually a financial institution other than the manager of
the Synthetic GIC, which  provides a crediting  rate and which  guarantees  that
benefit   repayments  will  be  made  at  book  value.   Deposits  and  Employer
Contributions  earn  interest  at the  composite  rate of all GICs in which  the
assets of such fund are then invested.  Such rate varies as such Traditional and
Synthetic  GICs  mature  or are  entered  into,  and as  Deposits  and  Employer
Contributions are made to and withdrawn from such contracts. Under the contracts
in effect during 1996, the composite  rate of interest  earned by such assets so
invested  was not less than  6.73%.  ESOP Fund  Participants  receive  quarterly
payments directly from the Trustee equal to the dividends paid to the Trustee on
the shares of Enterprise Common Stock held for their ESOP Fund.

Reclassifications

Certain  reclassifications of prior year data have been made to conform with the
current presentation.

Valuation of Investments

Investments of Equities Growth Fund A, Balanced Fund B, Enterprise  Common Stock
Fund  D,  Large  Company  Stock  Index  Fund  E,  Utilities   Equities  Fund  F,
Intermediate  Government  Securities Fund G, International Stock Fund H, and the
shares of  Enterprise  Common  Stock held by the ESOP Fund are based upon quoted
market  values.  The value of Stable Value Fund C is based on the contract value
of all GICs in which the  assets of the fund are  invested.  The  contracts  are
included in the financial  statements at contract value, which approximates fair
value.  Temporary  investments are valued at cost which approximates fair market
value. Securities transactions are accounted for on the trade date.

The Plan's  financial  statements  have been  prepared  in  accordance  with the
financial reporting  requirements of the Employee Retirement Income Security Act
of 1974, as amended (ERISA),  as permitted by the applicable  rules.  Under such
requirements,  realized  gains  and  losses  from  securities  transactions  are
computed using an adjusted cost basis as prescribed by the Department of Labor's



NOTES TO FINANCIAL STATEMENTS - (Continued)

(DOL) Rules and Regulations  for Reporting and Disclosure.  The adjusted cost is
the fair value of the  security at the  beginning  of the Plan year,  or cost if
acquired  since that date.  Unrealized  gains and losses on securities  held for
investment  are  computed  on the basis of the change in fair value  between the
beginning and end of the Plan year.

Expenses of Plan

Effective January 1, 1997, all expenses incurred with the  administration of the
Plan, including taxes and brokerage costs, will be deducted from the Trust Fund.
However,  in 1996  and  1995,  all  expenses  incurred  in  connection  with the
administration  of the Plan,  including  expenses of the Trustee,  but excluding
brokerage  commissions  and taxes  relating to the sale of shares of  Enterprise
Common Stock at the direction of  Participants,  were paid directly by PSE&G and
its Participating Affiliates.

The  assets  of Common  Stock  Fund D and ESOP  Fund are  invested  in shares of
Enterprise  Common Stock.  Shares of Enterprise Common Stock required for Fund D
are  purchased  by the Trustee  either  directly  from  Enterprise,  at its sole
discretion,  on the open  market  through  a broker  or from the ESOP  Fund.  In
situations  where  the  ESOP is in a  "sell"  position  and Fund D is in a "buy"
position,  Fund D will buy from  the ESOP at the  closing  price on the NY Stock
Exchange. In such case, no brokerage commissions are charged on the transaction.
Otherwise, all shares sold for Common Stock Fund D and the ESOP Fund are sold by
the  Trustee on the open  market  through a broker.  Brokerage  commissions  and
transfer taxes are paid by the Trust Fund.

Loans

A loan to a Participant is considered an investment of such Participant's Thrift
Account and the principal amount of the loan is treated as a separate investment
within the various sub-accounts of the Participant's Thrift Account.  Repayments
of the principal amount of the loan are credited to each such  sub-account,  and
repayments of principal along with any accrued  interest thereon are invested in
the Plan's Investment Funds in the same manner as the Participant's then-current
investment direction for Deposits and Employer  Contributions.  Loan amounts are
taken from  sub-accounts  of a  Participant's  Thrift  Account in the  following
order:

(a)  Deferred Deposits
(b)  Unmatured Vested Employer Contributions
(c)  Matured Vested Employer Contributions
(d)  Rollover Contributions
(e)  Unmatured Post-1986 Nondeferred Deposits
(f)  Matured Post-1986 Nondeferred Deposits
(g)  Pre-1987 Nondeferred Deposits

Each loan is secured by an assignment of the Participant's  entire right,  title
and  interest  in and to the Trust  Fund to the  extent of the loan and  accrued
interest thereon (See Note 1. SUMMARY OF THE PLAN - Loan Provisions).

Interfund Transfers - ESOP Fund to Thrift Account

Participants  are permitted to transfer all, but not less than all,  shares from
their ESOP Funds to their Thrift Accounts. To effect such transfers, the Trustee
will sell the shares of Enterprise Common Stock held in the ESOP Fund and invest
the proceeds in the Thrift Account Funds designated by the Participant. The cash
value of each share of Enterprise  Common Stock transferred will be equal to the
price per share of Enterprise Common Stock actually received by the Trustee. Any
such transfer is treated as a rollover contribution.



NOTES TO FINANCIAL STATEMENTS - (Continued)

Holding Account

The Holding Account is a vehicle to record the transactions from either one fund
to another  fund or to an outside  source.  Daily  balances  which remain in the
account are invested in temporary  cash accounts  until  disbursement.  Activity
within the Holding Account includes inflows and outflows of cash related to fund
transfers,  employee  and  employer  contributions,   withdrawals,  receipts  of
dividends and interest, benefit payments and loan transactions.

Vesting

Employer  Contributions to a Participant's Thrift Account are immediately vested
upon a Participant's  completion of five years of service with the Employer,  or
when a Participant is eligible for retirement,  is disabled, laid off or dies. A
Participant  will become vested in the value of his or her U.S.  Energy Partners
Employer Contribution Subaccount according to the following schedule:

Years of Service                                     Vested Percentage
- ----------------                                     -----------------
Less than one                                               0%
One                                                        20%
Two                                                        40%
Three                                                      60%
Four                                                       80%
Five or More                                              100%

All amounts credited to a Participant's ESOP Fund are fully vested.

Penalties Upon Withdrawal

If a Participant withdraws vested Employer  Contributions and/or Deposits before
they have been in the Plan for twenty-four  months,  such Participant  loses the
matching  Employer  Contributions  on Deposits made during the subsequent  three
months.  Distributions to Participants electing to withdraw Nondeferred Deposits
and Employer  Contributions are made as soon as practicable after such elections
are received by the Plan's Record Keeper.  Nondeferred Deposits may be withdrawn
at any time but  certain  penalties  may  apply.  Deferred  Deposits  may not be
withdrawn  during   employment  prior  to  age  59-1/2  except  for  reasons  of
extraordinary  financial  hardship  and  to the  extent  permitted  by the  IRC.
Distributions to Participants of approved hardship  withdrawals are made as soon
as practicable after such approval.

Benefits Payable

As of December 31, 1996 and 1995, the net assets available for benefits included
benefits due to Participants who elected to withdraw from the Plan in the amount
of $700,450  and  $365,707,  respectively.  Such  amounts are not  reflected  as
liabilities in the financial statements of the Plan.

3.       INVESTMENTS

The financial statements of the Plan include the following:

         a.       Thrift Account Investment Funds

                  (1)    Effective October, 1996, the Equities Growth Fund A was
                         discontinued.   Prior  to  that  date,  the  assets  of
                         Equities  Growth  Fund A were  invested  in the capital
                         stock of the Twentieth  Century  Investors Inc.  Growth
                         Fund (the "Twentieth  Century Growth Fund"), a no-load,
                         open-ended   mutual  fund.   The   prospectus  for  the
                         Twentieth  Century Growth Fund indicated that such fund
                         invests  primarily  in the  common  stock of  companies
                         considered  by its  investment  manager  to have  above
                         average potential for capital appreciation.



NOTES TO FINANCIAL STATEMENTS - (Continued)

                  (2)      Effective  October,  1996,  the  Balanced  Fund B was
                           discontinued.  Prior  to that  date,  the  assets  of
                           Balanced Fund B were invested in the capital stock of
                           Phoenix Balanced Fund, a no-load,  open-ended  mutual
                           fund. The  prospectus  for the Phoenix  Balanced Fund
                           indicated  that  such  fund  invests  primarily  in a
                           combination   of  equity   and  fixed   income   debt
                           securities  that its  investment  manager  expects to
                           provide  current income along with long-term  capital
                           growth and conservation of capital.

                  (3)      The  assets of Stable  Value Fund C are  invested  in
                           GICs and  similar  investment  instruments  issued by
                           insurance  companies or other financial  institutions
                           which  contractually   provide  for  a  guarantee  of
                           principal  and interest for the  respective  contract
                           periods. All contract values approximate fair values.

                          The  following  Traditional  GICs  are  continuing  in
                          effect:

                          (i)    A four and one half year contract expiring June
                                 30, 1997 and two five year  contracts  expiring
                                 December   31,  1997  and   December  31  1998,
                                 respectively, with Provident National Assurance
                                 Company,  effective interest rates of 6.67% and
                                 6.81%, and 5.85% respectively,  contract values
                                 of $19,420,500,  $24,478,147,  and $18,866,187,
                                 respectively;

                          (ii)   A  five  year  and a  four  and  one-half  year
                                 contract  with   Metropolitan   Life  Insurance
                                 Company,  expiring  June 30, 1998 and  December
                                 31,  1999,  respectively,   effective  interest
                                 rates  of  5.70%   and   8.17%,   respectively,
                                 contract values of $17,537,177 and $13,779,635,
                                 respectively;

                          (iii)  A  five  year   contract   with  Allstate  Life
                                 Insurance  Company,  expiring  June  30,  1998,
                                 effective  interest  rate  of  6.00%,  contract
                                 value of $18,371,532;

                          (iv)   A five year contract with the Principal  Mutual
                                 Life  Insurance  Company,  expiring on December
                                 31,  1999,  effective  interest  rate of 8.15%,
                                 contract value of $15,198,841;

                          (v)    A  four  and  one-half   year   contract   with
                                 Transamerica Occidental Life Insurance Company,
                                 expiring   January  1,  1997,   and   effective
                                 interest  rate  of  6.72%,  contract  value  of
                                 $7,535,772;

                          (vi)   A  five  year  contract  with  First  Allmerica
                                 Financial Life Insurance Company, formerly with
                                 State Mutual Life Insurance  Company,  expiring
                                 January 4,  1999,  effective  interest  rate of
                                 5.66%, contract value of $18,864,933; and

                          (vii)  A  five  year   contract  with  New  York  Life
                                 Insurance  Company,  expiring  June  30,  1999,
                                 effective  interest  rate  of  7.07%,  contract
                                 value of $31,314,213.

                          The following Synthetic GIC is continuing in effect:

                          An open-ended  contract  with J.P.  Morgan as the book
                          value  wrapper  and  Pacific   Investment   Management
                          Company managing the underlying portfolio providing an
                          effective  credit rate,  as of December  31, 1996,  of
                          7.15% and a contract value of $35,580,299.  The credit
                          rate for the Synthetic  GIC effective  January 1, 1997
                          through March 31, 1997 was 7.22%.




NOTES TO FINANCIAL STATEMENTS - (Continued)


                  (4)      The  assets of  Enterprise  Common  Stock  Fund D are
                           invested by the Trustee in Enterprise Common Stock.

                  (5)      The assets of Large  Company  Stock  Index Fund E are
                           invested   by   the   Trustee   in   Bankers    Trust
                           Institutional  Equity  500 Index Fund  ("Stock  Index
                           Equities  Fund"),  a no-load  mutual fund  managed by
                           Bankers   Trust   Company,   so  as  to  achieve  the
                           approximate  return of the  Standard  and  Poor's 500
                           Composite Stock Index.

                  (6)      Effective October,  1996, the Utilities Equities Fund
                           F was discontinued. Prior to that date, the assets of
                           Utilities  Equities  Fund  F  were  invested  in  the
                           capital stock of Fidelity  Utilities Income Fund (the
                           "Fidelity  Utilities  Fund"),  a no-load,  open-ended
                           mutual  fund.   The   prospectus   for  the  Fidelity
                           Utilities  Fund  indicated  that  such  fund  invests
                           primarily  in equity  securities  of gas and electric
                           utility   companies  and  companies  engaged  in  the
                           communications  field.  The Fidelity  Utilities  Fund
                           may, from time to time,  include shares of Enterprise
                           Common Stock or PSE&G Preferred Stock.

                  (7)      The assets of Intermediate Government Securities Fund
                           G are invested in the capital  stock of Voyageur U.S.
                           Government   Securities   Fund  (the  "Voyageur  U.S.
                           Government Securities Fund"), an open-end diversified
                           mutual fund.  The  prospectus  of the  Voyageur  U.S.
                           Government  Securities  Fund indicates that such fund
                           invests  primarily  in U.S.  Treasury  bills,  notes,
                           bonds and other obligations issued or unconditionally
                           guaranteed  by  the  U.S.  Government,  or  otherwise
                           backed  by the  full  faith  and  credit  of the U.S.
                           Government,  and repurchase  agreements fully secured
                           by such obligations.

                  (8)      The assets of International Stock Fund H are invested
                           in the capital  stock of T. Rowe Price  International
                           Funds Inc.  (the "T. Rowe Price  International  Stock
                           Fund"),  a  no-load,   open-ended  mutual  fund.  The
                           prospectus for the T. Rowe Price  International Stock
                           Fund  indicates  that such fund invests  primarily in
                           common stocks of established, non-U.S. companies.
                  
                  (9)      The assets of  Mid/Small  Company  Stock Fund,  a new
                           investment option in 1996, are invested in the Putnam
                           Vista Fund,  an  open-ended,  diversified  management
                           investment  company  mutual fund.  The prospectus for
                           the  Putnam  Vista  Fund  indicates  that  such  fund
                           invests in a  diversified  portfolio of common stocks
                           which  may  include  widely-traded  common  stocks of
                           larger companies as well as common stocks of smaller,
                           less well-known companies.

                  (10)     The assets of the Conservative  Pre-Mix Portfolio,  a
                           new  investment  option  in  1996,  are  invested  in
                           specific  percentages  within a mix of five  existing
                           funds: 40% Stable Value, 20% Intermediate  Government
                           Securities,   20%  Large  Company  Stock  Index,  10%
                           International Stock, and 10% Mid/Small Company Stock.
                           Every quarter the Trustee re-aligns this portfolio to
                           match its conservative  (risk and return)  investment
                           strategy of 60% in bonds and 40% in stocks.

                  (11)     The assets of the Moderate Pre-Mix  Portfolio,  a new
                           investment  option in 1996,  are invested in specific
                           percentages  within a mix of five existing funds: 25%
                           Large  Company  Stock Index,  20% Stable  Value,  20%
                           International  Stock,  20%  Intermediate   Government
                           Securities,  and 15% Mid/Small  Company Stock.  Every
                           quarter the trustee re-aligns this portfolio to match
                           its moderate (risk and return) investment strategy of
                           60% in stocks and 40% in bonds.

                  (12)     The assets of the Aggressive Pre-Mix Portfolio, a new
                           investment  option in 1996,  are invested in specific
                           percentages  within a mix of four existing funds: 30%
                           Large Company Stock Index, 25%  International  Stock,
                           25% Mid/Small  Company  Stock,  and 20%  Intermediate
                           Government  Securities.  Every  quarter  the  Trustee
                           re-aligns  this  portfolio  to match  its  aggressive
                           (risk  and  return)  investment  strategy  of  80% in
                           stocks and 20% in bonds.

         b.       ESOP Fund

                  Shares of Enterprise Common Stock held as assets of the Plan's
                  ESOP Fund were  transferred to the Plan in 1988 as a result of
                  the  spin-off  and merger with the Plan of the  non-bargaining
                  unit  portions  of  PSE&G's  former  TRASOP  and  PAYSOP.   No
                  additional  contributions  in or transfers  into the ESOP Fund
                  are presently permitted or were allowed during 1996.



NOTES TO FINANCIAL STATEMENTS - (Continued)

       c.     PARTICIPANTS
                                                 Participants
                                               As of December 31,
                                               ------------------

                                              1996          1995
                                              ----          ----

Total Plan Participants                      6,156          6,116

Participants by Fund

Equities Growth Fund A (1)                    --            1,825
Balanced Fund B (1)                           --            1,177
Stable Value Fund C                          3,914          4,324
Enterprise Common Stock Fund D               2,099          2,672
Large Company Stock Index Fund E             2,622          2,407
Utilities Equities Fund F (1)                  --           1,127
Interm. Government Securities Fund G           749            832
International Stock Fund H                   1,495            936
Mid/Small Company Stock Fund (2)             1,091           --
Conservative Pre-Mix Portfolio (2)             435           --
Moderate Pre-Mix Portfolio (2)                 930           --
Aggressive Pre-Mix Portfolio (2)             1,045           --
ESOP Fund                                      559           674

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

     (1) Fund discontinued in 1996
     (2) New Investment Fund in 1996


4.       INVESTMENT IN MASTER TRUST

Effective  January 1, 1996,  the Plan's  investments  are included in the Master
Trust which was  established  for the  investment  of assets of the Plan and the
Savings Plan. Accordingly,  a ratio is used to separate the Thrift Plan balances
from the Savings Plan balances  based on the  Statement of Net Assets  Available
for Plan Benefits.  The ratio is calculated by dividing  individual  fund totals
from one Plan by the Master Trust totals.  Each  percentage has been carried out
to the eighth  decimal.  As of December 31, 1996, the Plan's interest in the net
assets of the Master Trust was approximately 67%.

The  following  table  presents  the fair values of  investments  for the Master
Trust.



NOTES TO FINANCIAL STATEMENTS - (Continued)

                                                     December 31, 1996
                                                     -----------------
Investments at fair value:
  Participant Loans                                     $  22,451,539
  Cash and Cash equivalents                                41,413,758
  Common Stock of Public Service Enterprise Group          75,274,227
  Mutual Funds                                            218,696,575
  Guaranteed Insurance Contracts                          308,079,794
                                                        -------------
                                                        $ 665,915,893
                                                        =============

Investment income for the Master Trust is as follows:

  Net appreciation in fair value of Mutual Funds        $  30,374,351
  Net depreciation in fair value of Common Stock
   of Enterprise                                          (11,569,069)
  Interest from Mutual Funds                                   45,265
  Interest from Common Stock of Enterprise Funds              154,745
  Interest from Guaranteed Insurance Contracts             20,845,795
  Dividends from Mutual Funds                               2,148,761
  Dividends from Common Stock of Enterprise                 6,676,501
                                                        -------------
                                                        $  48,676,349
                                                        =============

5.       UNIT VALUE INFORMATION - THRIFT ACCOUNT INVESTMENT FUNDS

Unit values of the  Investment  Funds are determined at the end of each business
day  (Valuation  Date) by dividing the market value of net assets  available for
benefits  by  the  number  of  units  allocated  to all  Participants  as of the
respective Valuation Date.

New units are allocated to each Participant's  Thrift Account at the end of each
business day by dividing Deposits made by, or on behalf of, such Participant for
such business day and the related Employer Contributions,  if any, together with
repayment  of the  principal  amount  of any  loan to the  Participant's  Thrift
Account including interest earned thereon by the unit value determined as of the
end of the Valuation Date. If a Participant makes a transfer between  Investment
Funds,  makes a  withdrawal,  receives  a  distribution  or a loan,  or  makes a
rollover  contribution,  the  amount  so  transferred,  withdrawn,  distributed,
loaned,  or rolled over is also  determined by the unit value of each Investment
Fund  as of the  applicable  Valuation  Date  for  such  transaction. 



NOTES TO FINANCIAL STATEMENTS -(Continued)

The  unit  information of investments by Investment Fund as of the last business
day of each year is as follows:


                                                  Unit Value
Investment Fund                         Year       (Dollars)     Number of Units
- ----------------                        ----      -----------    ---------------

Equities Growth Fund A (1)              1996       10.000000            ---
                                        1995       19.390000      1,204,889.170

Equities Fund B (1)                     1996       10.000000            ---
                                        1995       16.800000        720,054.345

Stable Value Fund C                     1996       12.154370     19,100,248.073
                                        1995       11.387117     19,941,127.241

Enterprise Common Stock Fund D          1996        9.916231      4,264,794.978
                                        1995       11.708390      4,951,969.229

Large Company Stock Index Fund E        1996       11.659470      6,461,508.254
                                        1995       13.970000      3,758,506.872

Utilities Equities Fund F (1)           1996       10.000000            ---
                                        1995       16.160000        775,015.285

Intermediate Government Securities
Fund G                                  1996       10.507339        514,736.944
                                        1995       10.780339        606,271.287

International Stock Fund H              1996       10.966759      1,798,940.875
                                        1995       12.230000        892,322.567

Mid/Small Company Stock Fund (2)        1996        9.984863      1,539,071.772

Conservative Pre-Mix Portfolio (2)      1996       10.316256        817,968.831

Moderate Pre-Mix Portfolio (2)          1996       10.369822      1,939,070.825

Aggressive Pre-Mix Portfolio (2)        1996       10.399420      1,364,886.881

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

(1)     Investment Fund discontinued in 1996
(2)     New Investment Fund in 1996

ESOP FUND VALUATION

Enterprise  Common Stock share value is determined  by using the closing  market
price on the New York Stock  Exchange as reported in the Wall Street  Journal as
Composite  Transactions.  If a Participant  withdraws shares, the shares are, at
the Participant's  election,  either  distributed to such Participant or sold by
the Trustee and the proceeds,  net of commissions and taxes,  are distributed to
the Participant.

The  ESOP  Fund  information  as of the  last  business  day of each  year is as
follows:

                    Year         Price per share         Number of shares
                    ----         ---------------         ----------------

ESOP Fund           1996             $27.250                 195,947
                    1995             $30.625                 240,441



NOTES TO FINANCIAL STATEMENTS - (Concluded)

5.    FEDERAL INCOME TAXES

The Company  believes that the Plan and its related Trust including the portions
of the former TRASOP and PAYSOP applicable to non-bargaining  unit Participants,
which portions were spun-off and merged with the Plan effective January 1, 1988,
are qualified under Sections 401(a) and 501(a) of the IRC and, as such, the Plan
is exempt from taxation on its earnings.  A determination letter to such effect,
dated  December  29,  1995,  was obtained  from the  Internal  Revenue  Service.
Participants are not taxed on Deferred  Deposits,  Employer  Contributions or on
the earnings  credited to their Thrift Account Fund, until  distribution of such
Thrift Account Fund.

6.    COMPLIANCE WITH ERISA

 The Plan is generally  subject to the  provisions  of Titles I and II of ERISA,
including the provisions with respect to reporting,  disclosure,  participation,
vesting and fiduciary responsibility.  However, it is not subject to the funding
requirements  of Title I, and benefits  under the Plan are not guaranteed by the
Pension Benefit Guarantee Corporation under Title IV of ERISA.







                                   SIGNATURES





Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed by the undersigned thereunto duly authorized.





                     Public Service Electric and Gas Company
                      Thrift and Tax-Deferred Savings Plan
             -------------------------------------------------------
                                 (Name of Plan)




                               By M. PETER MELLETT
                     ---------------------------------------
                                M. PETER MELLETT
                            Chairman of the Employee
                               Benefits Committee




Date: June 30, 1997





                                  EXHIBIT INDEX

Exhibit Number
- --------------


     1                      Public  Service  Electric  and Gas  Company  Thrift 
                            and  Tax-Deferred  Savings Plan, as  amended as  of 
                            December 16,  1996,  and  effective  December 16,
                            1996.


     2                     Independent Auditors' Consent.