=====================================================================

                                  FORM 10-Q

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION 
                          Washington, D. C.  20549 

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

For the quarterly period ended March 31, 1996
 
                     Commission file number 1-9120

              Public Service Enterprise Group Incorporated
           ------------------------------------------------------     
   
           (Exact name of registrant as specified in its charter)

          New Jersey                                  22-2625848 
- -------------------------------                   -------------------
(State or other jurisdiction of                   (I.R.S. Employer 
incorporation or organization)                    Identification No.) 

80 Park Plaza, P. O. Box 1171, Newark, New Jersey         07101-1171
- -------------------------------------------------       ------------
   (Address of principal executive offices)              (Zip Code)
 
Registrant's telephone number, including area code: 201 430-7000 
                                                    ------------
                    Commission file number 1-973

               Public Service Electric and Gas Company 
       ------------------------------------------------------
       (Exact name of registrant as specified in its charter)

          New Jersey                                  22-1212800 
- -------------------------------                  -------------------
(State or other jurisdiction of                   (I.R.S. Employer 
incorporation or organization)                   Identification No.) 
 
80 Park Plaza, P. O. Box 570, Newark, New Jersey         07101-0570
- ------------------------------------------------        ------------
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code: 201 430-7000 
                                                    ------------

     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
                                              Yes  x        No     
                                                  ----        ----

The number of shares outstanding of Public Service Enterprise Group
Incorporated's sole class of common stock, as of the latest practicable
date, was as follows: 

             Class                Outstanding at April 30, 1996
             -----                -----------------------------
   Common Stock, without par value                  244,697,930
 
     As of April 30, 1996, Public Service Electric and Gas Company had
issued and outstanding 132,450,344 shares of Common Stock, without
nominal or par value, all of which were privately held, beneficially and
of record by Public Service Enterprise Group Incorporated. 
===================================================================

 
                           TABLE OF CONTENTS
                           -----------------
                                                                 Page 
                                                                 ----
PART I.  FINANCIAL INFORMATION  

  Item 1.  Financial Statements

   Public Service Enterprise Group Incorporated (Enterprise):

     Consolidated Statements of Income for the Three and 
     Twelve Months Ended March 31, 1996 and 1995 .................  1

     Consolidated Balance Sheets as of March 31, 1996, 1995 
     and December 31, 1995 .......................................  2

     Consolidated Statements of Cash Flows for the Three and 
     Twelve Months Ended March 31, 1996 and 1995 .................  4

     Consolidated Statements of Retained Earnings for the 
     Three and Twelve Months Ended March 31, 1996 and 1995 .......  5

   Public Service Electric and Gas Company (PSE&G):

     Consolidated Statements of Income for the Three and 
     Twelve Months Ended March 31, 1996 and 1995 .................  6

     Consolidated Balance Sheets as of March 31, 1996, 
     1995 and December 31, 1995 ..................................  7

     Consolidated Statements of Cash Flows for the Three and 
     Twelve Months Ended March 31, 1996 and 1995 .................  9

     Consolidated Statements of Retained Earnings for the 
     Three and Twelve Months Ended March 31, 1996 and 1995 ....... 10

  Notes to Consolidated Financial Statements - Enterprise......... 11

  Notes to Consolidated Financial Statements - PSE&G.............. 21

  Item 2.  Management's Discussion and Analysis of Financial 
           Condition and Results of Operations
                Enterprise ....................................... 22
                PSE&G ............................................ 37


                                      i



                           TABLE OF CONTENTS
                           -----------------
                                                                Page 
                                                                ----
PART II.  OTHER INFORMATION 

  Item 1.  Legal Proceedings ...................................  38

  Item 4.  Submission of Matters to a Vote of 
           Security Holders ....................................  40

  Item 5.  Other Information ...................................  41

  Item 6.  Exhibits and Reports on Form 8-K ....................  48

  Signatures - Public Service Enterprise Group Incorporated ..... 50

  Signatures - Public Service Electric and Gas Company .......... 50



























                                      ii


                                GLOSSARY OF TERMS
  
 The following is a glossary of frequently used abbreviations or
acronyms that are found in this report:



           TERM                             MEANING
 ----------------------- -------------------------------------------
                       
 AFDC...................  Allowance for Funds used During
                             Construction
 Alternative Rate Plan..  New Jersey Partners in Power Plan
 BPU....................  New Jersey Board of Public Utilities
 Capital................  PSEG Capital Corporation
 CEA....................  Community Energy Alternatives Incorporated
 CERCLA.................  Federal Comprehensive Environmental
                             Response, Compensation and Liability
                             Act of 1980 
 DSM....................  Demand Side Management
 DSM Plan...............  DSM Incentive Resource Plan
 EBIT...................  Earnings before interest and taxes
 EDC....................  Energy Development Corporation
 EDHI...................  Enterprise Diversified Holdings
                             Incorporated
 EGDC...................  Enterprise Group Development Corporation
 Enterprise.............  Public Service Enterprise Group
                             Incorporated
 EPA....................  United States Environmental Protection
                             Agency
 EPACT..................  National Energy Policy Act of 1992
 Fault Act..............  New Jersey Public Utility Accident
                            Fault Determination Act
 FERC...................  Federal Energy Regulatory Commission
 Fuelco.................  PSE&G Fuel Corporation
 Funding................  Enterprise Capital Funding Corporation
 IRP....................  Integrated Electric Resource Plan
 Hope Creek.............  Hope Creek Nuclear Generating Station
 KKR....................  Kohlberg, Kravis, Roberts and Co.
 KWH....................  Kilowatthours
 LEAC...................  Electric Levelized Energy Adjustment Clause
 LGAC...................  Levelized Gas Adjustment Charge
 MD&A...................  Management's Discussion and Analysis of
                             Financial Condition and Results of
                             Operations
 MIPS...................  Monthly Income Preferred Securities
 Mortgage...............  First and Refunding Mortgage of PSE&G
 MTNs...................  Medium-Term Notes
 MW.....................  Megawatts
 MWH....................  Megawatthours

                                     iii   
  
   
  


           TERM                             MEANING
 ----------------------- -------------------------------------------
                       
 NBU....................  Nuclear Business Unit
 NEIL...................  Nuclear Electric Insurance Limited
 NJDEP..................  New Jersey Department of Environmental
                              Protection
 NJGRT..................  New Jersey Gross Receipts and Franchise Tax
 NJNAA..................  New Jersey Need Assessment Act
 NJPDES.................  New Jersey Pollution Discharge Elimination
                             System
 NML....................  Nuclear Mutual Limited
 NOPR...................  Notice of Proposal Rulemaking
 NPS....................  The BPU's nuclear performance standard
                             established for nuclear generating
                             stations owned by New Jersey electric
                             utilities
 NRC....................  Nuclear Regulatory Commission
 OAL....................  Office of Administrative Law
 Partnership............  Public Service Electric and Gas Capital,
                              L.P.
 Peach Bottom...........  Peach Bottom Atomic Power Station, Units 2
                              and 3
 PECO...................  PECO Energy, Inc.
 PJM....................  Pennsylvania -- New Jersey -- Maryland 
                            Interconnection 
 Price Anderson.........  Price-Anderson liability provisions of the
                            Atomic Energy Act of 1954, as amended
 PSE&G..................  Public Service Electric and Gas Company
 PSCRC..................  Public Service Conservation Resources
                            Corporation
 PSRC...................  Public Service Resources Corporation
 RAC....................  Remediation Adjustment Charge
 Ratepayer Advocate.....  New Jersey Division of Ratepayer Advocate
 Remediation Program....  PSE&G Gas Plant Remediation Program
 Salem..................  Salem Nuclear Generating Station, Units 1
                             and 2
 SEC....................  Securities and Exchange Commission
 Ventures...............  Enterprise Ventures and Service Corporation


                                       iv


 


                                    PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

     The financial statements included herein as of March 31, 1996 and 1995 and for the periods then
ended are unaudited but, in the opinion of Enterprise's management, reflect all adjustments, consisting
only of normal recurring accruals, necessary for a fair presentation.

                                                        CONSOLIDATED STATEMENTS OF INCOME
                                                              (Thousands of Dollars)

                                                  Three Months Ended           Twelve Months Ended
                                                      March 31,                     March 31,
                                              ---------------------------   ---------------------------
                                                 1996            1995           1996           1995
                                              -------------   ------------   ------------   ------------
                                                                                        
OPERATING REVENUES 
  Electric ................................   $     958,333   $    945,038  $   4,034,137   $  3,795,409
  Gas .....................................         796,916        634,478      1,848,841      1,611,349
  Nonutility Activities ...................         110,533         96,752        470,689        396,496
                                              -------------   ------------   ------------   ------------
       Total Operating Revenues ...........       1,865,782      1,676,268      6,353,667      5,803,254
                                              -------------   ------------   ------------   ------------
OPERATING EXPENSES
Operation
  Fuel for Electric Generation and
    Interchanged Power ....................         216,075         208,110       899,747       736,672
  Gas Purchased and Materials for Gas 
    Produced...............................         456,732         344,193     1,074,078       907,593
  Other ...................................         284,274         253,906     1,149,126     1,122,251
Maintenance................................          95,416          64,045       343,981       295,650
Depreciation and Amortization..............         174,468         164,256       684,443       642,045
Taxes
  Federal Income Taxes ....................         101,426         106,789       348,729       298,866
  New Jersey Gross Receipts Taxes .........         188,436         176,789       624,608       568,653
  Other ...................................          26,132          23,845        82,757        82,044
                                              -------------    ------------  ------------  ------------
       Total Operating Expenses ...........       1,542,959       1,341,933     5,207,469     4,653,774
                                              -------------    ------------  ------------  ------------
OPERATING INCOME ..........................         322,823         334,335     1,146,198     1,149,480
                                              -------------    ------------  ------------  ------------
OTHER INCOME
  Allowance for Funds Used During 
    Construction - Equity .................            --             1,482         3,842        12,483
  Miscellaneous - net .....................           1,278           2,002         7,317         7,277
                                              -------------    ------------  ------------  ------------
       Total Other Income .................           1,278           3,484        11,159        19,760
                                              -------------    ------------  ------------  ------------
INCOME BEFORE INTEREST CHARGES AND
  DIVIDENDS ON PREFERRED SECURITIES .......         324,101         337,819     1,157,357     1,169,240
                                              -------------    ------------  ------------  ------------
INTEREST CHARGES
  Long-Term Debt ..........................         109,141         111,604       431,603       458,650
  Short-Term Debt .........................           7,189           4,827        35,184        24,955
  Other ...................................           6,883           6,705        29,350        16,659
                                              -------------    ------------  ------------  ------------
       Total Interest Charges .............         123,213         123,136       496,137       500,264
  Allowance for Funds Used During 
    Construction - Debt and Capitalized 
    Interest ..............................          (5,457)        (10,106)      (32,559)      (36,586)
                                              -------------    ------------  ------------  ------------
       Net Interest Charges ...............         117,756         113,030       463,578       463,678
                                              -------------    ------------  ------------  ------------
  Preferred Securities Dividend 
    Requirements...........................          12,241          12,197        49,470        44,064
  Preferred Stock Redemption Premium.......         --              --                474       --
                                              -------------    ------------  ------------  ------------
       NET INCOME .........................   $     194,104    $    212,592  $    643,835  $    661,498
                                              =============    ============  ============  ============
SHARES OF COMMON STOCK OUTSTANDING
  End of Period ...........................     244,697,930     244,697,930   244,697,930   244,697,930
  Average for Period ......................     244,697,930     244,697,930   244,697,930   244,697,930

EARNINGS PER AVERAGE SHARE OF COMMON STOCK.           $0.79           $0.87         $2.63         $2.70
                                              =============    ============  ============  ============
         
DIVIDENDS PAID PER SHARE OF COMMON STOCK ..           $0.54           $0.54         $2.16         $2.16
                                              =============    ============  ============  ============

<FN>
See Notes to Consolidated Financial Statements.


 


                                    PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

                                             CONSOLIDATED BALANCE SHEETS
                                                (Thousands of Dollars)

                                                            March 31,         March 31,     December 31,
ASSETS                                                        1996              1995            1995
- ------                                                    ------------     ------------     ------------
                                                                                   
UTILITY PLANT - Original cost
  Electric .............................................  $ 13,189,429     $ 12,470,514     $ 13,095,103
  Gas ..................................................     2,458,045        2,344,557        2,442,572
  Common ...............................................       511,760          515,113          517,104
                                                          ------------     ------------     ------------
       Total ...........................................    16,159,234       15,330,184       16,054,779
  Less:  accumulated depreciation and amortization......     5,559,788        5,229,300        5,440,414
                                                          ------------     ------------     ------------
       Net .............................................    10,599,446       10,100,884       10,614,365
  Nuclear Fuel in Service, net of accumulated 
    amortization $255,283; $305,655; and
    $297,435, respectively .............................       171,218          201,637          180,018
                                                          ------------     ------------     ------------
       Net Utility Plant in Service ....................    10,770,664       10,302,521       10,794,383
  Construction Work in Progress, including Nuclear 
     Fuel in Process - $108,015; $53,396; and 
     $104,743, respectively ............................       352,452          753,774          369,082
  Plant Held for Future Use ............................        23,966           23,861           23,966
                                                          ------------     ------------     ------------
       Net Utility Plant ...............................    11,147,082       11,080,156       11,187,431
                                                          ------------     ------------     ------------
INVESTMENTS AND OTHER NONCURRENT ASSETS
  Long-Term Investments, net of amortization - 
    $7,320, $3,024, and $7,213, and net of valuation
    allowances - $21,392, $17,105 and $21,302 respectively   1,842,395        1,653,183        1,822,160
  Oil and Gas Property, Plant and Equipment, net of 
    accumulated depreciation and amortization - $808,183, 
    $767,792 and $786,736, respectively ................       615,654          580,765          608,015
  Real Estate Property and Equipment, net of accumulated 
    depreciation - $5,506; $15,200 and $5,063, and 
    net of valuation allowance -- $8,227, $23,306 and 
    $8,228, respectively ...............................        75,188          112,036           75,558
  Other Plant, net of accumulated depreciation and 
    amortization - $6,805; $4,888 and $6,531, 
    respectively .......................................        27,975           36,077           27,997
  Nuclear Decommissioning and Other Special Funds ......       286,795          242,330          276,348
  Other Assets - net ...................................        53,865           85,502           55,974
                                                          ------------     ------------     ------------
       Total Investments and Other Noncurrent Assets....     2,901,872        2,709,893        2,866,052
                                                          ------------     ------------     ------------
CURRENT ASSETS 
  Cash and Cash Equivalents ............................       546,532          131,137           76,233
  Accounts Receivable:
    Customer Accounts Receivable .......................       623,926          490,106          525,404
    Other Accounts Receivable ..........................       304,014          207,168          260,713
    Less: allowance for doubtful accounts ..............        38,123           39,734           37,641
  Unbilled Revenues ....................................       177,175          152,744          246,876
  Fuel, at average cost ................................        88,022          167,020          253,360
  Materials and Supplies, net of inventory valuation
    reserves $18,200, $18,200 and $20,100, respectively.       148,033          150,640          144,970
  Deferred Income Taxes ................................        29,734           25,135           27,571
  Miscellaneous Current Assets .........................        51,751           26,891           62,631
                                                          ------------     ------------     ------------
       Total Current Assets ............................     1,931,064        1,311,107        1,560,117
                                                          ------------     ------------     ------------
DEFERRED DEBITS 
  Property Abandonments - net ..........................        65,439           83,817           70,120
  Oil and Gas Property Write-Down ......................        34,790           39,944           36,078
  Unamortized Debt Expense .............................       148,767          131,300          123,833
  Deferred OPEB Costs ..................................       250,544          192,727          167,189
  Underrecovered Electric Energy and Gas Costs - net....       207,843          171,238          170,565
  Unrecovered Environmental Costs ......................       127,368          136,151          130,070
  Unrecovered Plant and Regulatory Study Costs .........        34,856           35,661           35,150
  Unrecovered SFAS 109 Deferred Income Taxes ...........       766,908          794,665          769,136
  Deferred Decontamination and Decommissioning Costs ...        49,872           53,016           49,872
  Other ................................................        28,724           25,570            5,826
                                                          ------------     ------------     ------------
       Total Deferred Debits ...........................     1,715,111        1,664,089        1,557,839
                                                          ------------     ------------     ------------
       Total ...........................................  $ 17,695,129     $ 16,765,245     $ 17,171,439
                                                          ============     ============     ============
<FN>
See Notes to Consolidated Financial Statements.


 

  
                                    PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
   
                                             CONSOLIDATED BALANCE SHEETS
                                                (Thousands of Dollars)


                                                        March 31,        March 31,        December 31,
CAPITALIZATION AND LIABILITIES                            1996             1995              1995
- ------------------------------                        ------------     ------------     --------------
                                                                               
CAPITALIZATION 
  Common Equity 
    Common Stock .................................... $  3,801,157     $  3,801,157      $  3,801,157
    Retained Earnings ...............................    1,705,753        1,590,464         1,643,785
                                                      ------------     ------------      ------------
       Total Common Equity ..........................    5,506,910        5,391,621         5,444,942
Subsidiaries' Securities and Obligations
  Preferred Securities
    Preferred Stock Without Mandatory Redemption.....      324,994          384,994           324,994
    Preferred Stock With Mandatory Redemption .......      150,000          150,000           150,000
    Monthly Income Preferred Securities .............      210,000          150,000           210,000
  Long-Term Debt ....................................    5,110,163        5,264,646         5,189,791
                                                      ------------     ------------      ------------
       Total Capitalization .........................   11,302,067       11,341,261        11,319,727
                                                      ------------     ------------      ------------
OTHER LONG-TERM LIABILITIES
  Decontamination, Decommissioning, and Low Level
    Radwaste Costs ..................................       49,890           57,664            50,449
  Environmental Costs ...............................       96,302          108,576            96,272
  Capital Lease Obligations .........................       52,934           53,612            53,111
                                                      ------------     ------------      ------------
       Total Other Long-Term Liabilities.............      199,126          219,852           199,832
                                                      ------------     ------------      ------------
CURRENT LIABILITIES 
  Long-Term Debt due within one year ................       92,639          364,773            90,630
  Commercial Paper and Loans ........................    1,022,318          238,223           849,567
  Book Overdrafts ...................................       63,372           51,913            70,014
  Accounts Payable ..................................      526,078          373,159           567,787
  New Jersey Gross Receipts Taxes Accrued ...........      188,937          175,261              --
  Other Taxes Accrued ...............................       90,189          142,238            34,678
  Interest Accrued ..................................      108,556          120,540           108,245
  Estimated Liability for Vacation Pay ..............       40,589           40,621            17,089
  Customer Deposits .................................       32,300           32,457            32,785
  Liability for Injuries and Damages ................       44,338           31,784            38,141
  Miscellaneous Environmental Liabilities ...........       17,694           15,305            16,954
  Other .............................................       94,825           77,712            95,907
                                                      ------------     ------------      ------------
       Total Current Liabilities ....................    2,321,835        1,663,986         1,921,797
                                                      ------------     ------------      ------------
DEFERRED CREDITS
  Accumulated Deferred Income Taxes .................    3,144,616        2,912,922         3,094,620
  Accumulated Deferred Investment Tax Credits .......      387,320          407,494           392,324
  Deferred OPEB Costs ...............................      250,544          192,727           167,189
  Other .............................................       89,621           27,003            75,950
                                                      ------------     ------------      ------------
       Total Deferred Credits .......................    3,872,101        3,540,146         3,730,083
                                                      ------------     ------------      ------------
COMMITMENTS AND CONTINGENCIES (note 2)
       Total ........................................ $ 17,695,129     $ 16,765,245      $ 17,171,439
                                                      ============     ============      ============



 

                                    PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                (Thousands of Dollars)

                                                Three Months Ended           Twelve Months Ended
                                                    March 31,                       March 31,
                                            --------------------------    --------------------------
                                                1996          1995            1996           1995
                                            ------------   -----------    -----------    ----------- 
                                                                             
CASH FLOWS FROM OPERATING ACTIVITIES:                                  
  Net Income .............................. $     194,104  $   212,592    $   643,835    $   661,498
Adjustments to reconcile net income to 
  net cash flows from operating activities:
  Depreciation and Amortization ...........       174,468      164,256        684,443        642,045
  Amortization of Nuclear Fuel ............         8,905       23,120         60,813         94,719
 (Deferral) Recovery of Electric Energy
    and Gas Costs - net ...................       (37,278)       1,325        (36,605)       (51,034)
  Unrealized Gains on 
    Investments - net......................       (10,103)     (19,421)       (37,350)       (46,500)
  Provision for Deferred Income 
    Taxes - net............................        31,482       16,456        160,118        110,129
  Investment Tax Credits - net ............        (5,004)      (4,972)       (20,174)       (20,358)
  Allowance for Funds Used During 
    Construction - Debt and Equity and 
    Capitalized Interest...................        (5,457)     (11,588)       (36,401)       (49,069)
  Proceeds from Leasing Activities - net...        11,212      (14,487)        63,351         25,893
  Changes in certain current assets 
  and liabilities:
    Net (increase) decrease in Accounts 
      Receivable and Unbilled Revenues.....       (71,640)      (1,157)      (256,708)        83,450 
    Net decrease (increase) in Inventory -
      Fuel and Materials and Supplies......       162,275       99,552         81,605        (34,999)
    Net (decrease) increase in
      Accounts Payable.....................       (41,709)     (60,312)       152,919        (13,289)
    Net change in Prepaid/Accrued 
      Taxes................................       252,256      273,350        (38,373)      (267,678)
    Net change in Other Current Assets     
      and liabilities......................        30,090       27,661         (9,576)        20,200 
  Other ...................................         6,797       (7,275)        82,316         30,878
                                             ------------  -----------    -----------   ------------
       Net cash provided by operating 
       activities .........................       700,398      699,100      1,494,213      1,185,885
                                             ------------  -----------    -----------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to Utility Plant, 
    excluding AFDC ........................       (96,349)    (128,027)      (618,205)      (809,519)
  Additions to Oil and Gas Property, 
    Plant and Equipment, excluding 
    Capitalized Interest ..................       (23,346)     (21,304)      (129,771)      (133,763)
  Net (increase) decrease in Long-Term 
    Investments and Real Estate ...........        (7,361)      (6,113)       (82,512)        31,566
  Increase in Decommissioning and Other 
    Special Funds, excluding interest .....        (7,391)      (7,390)       (29,618)       (36,976)
  Cost of Plant Removal - net .............       (11,101)      (2,103)       (38,672)       (28,357)
  Other ...................................        (2,586)         248         27,065          7,950 
                                             ------------  -----------    -----------   ------------
       Net cash used in investing 
       activities .........................      (148,134)    (164,689)      (871,713)      (969,099)
                                             ------------  -----------    -----------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase (decrease) in 
    Short-Term Debt .......................       172,751     (253,363)       784,095        119,721
  (Decrease) increase in Book Overdrafts ..        (6,642)     (34,663)        11,459         13,286
  Issuance of Long-Term Debt ..............       352,451         --          508,771        449,800
  Redemption of Long-Term Debt ............      (430,070)     (50,976)      (935,388)      (547,422)
  Long-Term Debt Issuance and
    Redemption Costs ......................       (38,319)        --          (47,496)       (29,811) 
  Redemption of Preferred Stock ...........         --            --          (60,000)       (75,000)
  Issuance of Monthly Income 
    Preferred Securities ..................         --            --           60,000        150,000
  Cash Dividends Paid on Common Stock .....      (132,138)    (132,138)      (528,548)      (528,548)
  Other ...................................             2         --                2           (843)
                                             ------------  -----------    -----------    -----------
       Net cash used in financing
         activities ......................        (81,965)    (471,140)      (207,105)      (448,817)
                                             ------------  -----------    -----------    -----------
Net increase (decrease) in Cash and 
  Cash Equivalents ........................       470,299       63,271        415,395       (232,031)
Cash and Cash Equivalents at Beginning 
  of Period ...............................        76,233       67,866        131,137        363,168 
                                             ------------  -----------    -----------    -----------
Cash and Cash Equivalents at 
  End of Period...........................  $     546,532  $   131,137    $   546,532    $   131,137
                                             ============  ===========    ===========    ===========
Income Taxes Paid ......................... $       7,288  $    15,136    $   177,528    $   166,910
Interest Paid ............................. $     110,258  $    94,409    $   497,113    $   437,932

<FN>
See Notes to Consolidated Financial Statements.


 

                                    PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

                                    CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
                                                (Thousand of Dollars)



                                                  Three Months Ended           Twelve Months Ended
                                                      March 31,                      March 31,
                                              ---------------------------   ---------------------------
                                                  1996           1995           1996           1995
                                              ------------   ------------   ------------   ------------
                                                                                
Balance at Beginning of Period ............   $  1,643,785   $  1,510,010   $   1,590,464  $  1,458,357
Add Net Income ............................        194,104        212,592         643,835       661,498 
                                              ------------   ------------    ------------  ------------
     Total ................................      1,837,889      1,722,602       2,234,299     2,119,855
                                              ------------   ------------    ------------  ------------



Deduct:  
  Cash Dividends on Common Stock ..........        132,138        132,138         528,548        528,548
  Adjustment to Retained Earnings .........             (2)        --                  (2)           843
                                              ------------   ------------    ------------   ------------
     Total Deductions .....................        132,136        132,138         528,546        529,391
                                              ------------   ------------    ------------   ------------
Balance at End of Period ..................   $  1,705,753   $  1,590,464    $  1,705,753   $  1,590,464
                                              ============   -=-=========    ============   ============
<FN>

See Notes to Consolidated Financial Statements.



 

                                    PUBLIC SERVICE ELECTRIC AND GAS COMPANY

     The financial statements included herein as of March 31, 1996 and 1995 and for the periods then
ended are unaudited but, in the opinion of PSE&G's management, reflect all adjustments, consisting only
of normal recurring accruals, necessary for a fair presentation.

                                             CONSOLIDATED STATEMENTS OF INCOME
                                                    (Thousands of Dollars)

                                                Three Months Ended           Twelve Months Ended
                                                    March 31,                      March 31,      
                                            ---------------------------   ---------------------------
                                                 1996          1995            1996           1995
                                            -------------   ------------   ------------   ------------
                                                                                     
OPERATING REVENUES 
  Electric ................................ $    958,333   $    945,038   $   4,034,137   $ 3,795,409
  Gas .....................................      796,916        634,478       1,848,841     1,611,349
                                            -------------   ------------   ------------   ------------
       Total Operating Revenues ...........    1,755,249      1,579,516       5,882,978     5,406,758
                                            -------------   ------------   ------------   ------------
OPERATING EXPENSES
  Operation
    Fuel for Electric Generation and 
       Interchanged Power..................      216,075        208,110         899,747       736,672
    Gas Purchased and Materials for 
      Gas Produced ........................      456,732        344,193       1,074,078       915,754
    Other .................................      242,764        220,217         971,947       964,758
  Maintenance .............................       95,416         64,045         343,981       295,650
  Depreciation and Amortization ...........      152,508        143,593         600,029       559,960
  Taxes
    Federal Income Taxes ..................       94,629        102,284         313,873       283,384
    New Jersey Gross Receipts Taxes .......      188,436        176,789         624,608       568,653
    Other .................................       23,587         21,853          72,543        75,838
                                            -------------   ------------   ------------   ------------
       Total Operating Expenses ...........    1,470,147      1,281,084       4,900,806     4,400,669
                                            -------------   ------------   ------------   ------------
OPERATING INCOME ..........................      285,102        298,432         982,172     1,006,089
                                            -------------   ------------   ------------   ------------
OTHER INCOME
  Allowance for Funds Used During 
     Construction - Equity ................         --            1,482           3,842        12,483
  Miscellaneous - net .....................        1,273          1,851           7,150         6,931
                                            -------------   ------------   ------------   ------------
       Total Other Income .................        1,273          3,333          10,992        19,414
                                            -------------   ------------   ------------   ------------
INCOME BEFORE INTEREST CHARGES AND 
  DIVIDENDS ON PREFERRED SECURITIES .......      286,375        301,765         993,164     1,025,503
                                            -------------   ------------   ------------   ------------
INTEREST CHARGES
  Long-Term Debt ..........................       91,512         91,492         357,604       370,059
  Short-Term Debt .........................        4,034          1,950          22,824        17,866
  Other ...................................        6,755          6,531          28,769        16,101
                                            -------------   ------------   ------------   ------------
       Total Interest Charges .............      102,301         99,973         409,197       404,026
Allowance for Funds Used During 
  Construction - Debt .....................       (4,291)        (8,619)        (26,615)      (28,581)
                                            -------------   ------------   ------------   ------------
Net Interest Charges ......................       98,010         91,354         382,582       375,445
Monthly Income Preferred Securities
  Dividend Requirements ...................        4,715          3,515          16,864         5,195
                                            -------------   ------------   ------------   ------------
NET INCOME ................................      183,650        206,896         593,718       644,863
                                            -------------   ------------   ------------   ------------
Preferred Stock Dividend Requirements .....        7,526          8,682          32,606        38,869
Preferred Stock Redemption Premium..........      --              --                474        --
                                            -------------   ------------   ------------   ------------
EARNINGS AVAILABLE TO PUBLIC SERVICE 
  ENTERPRISE GROUP INCORPORATED............ $    176,124   $    198,214   $     560,638  $    605,994
                                            =============   ============   ============   ============
<FN>
See Notes to Consolidated Financial Statements.


 


                                    PUBLIC SERVICE ELECTRIC AND GAS COMPANY

                                             CONSOLIDATED BALANCE SHEETS
                                                (Thousands of Dollars)


                                                          March 31,         March 31,      December 31,
ASSETS                                                      1996              1995            1995  
- ------                                                  ------------     ------------     -------------
                                                                                 
UTILITY PLANT - Original cost 
  Electric ...........................................  $ 13,189,429     $ 12,470,514     $  13,095,103  
  Gas ................................................     2,458,045        2,344,557        2,442,572
  Common .............................................       511,760          515,113          517,104
                                                        ------------     ------------     ------------
   Total .............................................    16,159,234       15,330,184       16,054,779
Less:  accumulated depreciation and amortization......     5,559,788        5,229,300        5,440,414
                                                        ------------     ------------     ------------
   Net ...............................................    10,599,446       10,100,884       10,614,365
Nuclear Fuel in Service, net of accumulated 
  amortization - $255,283; $305,655; and 
  $297,435, respectively .............................       171,218          201,637          180,018
                                                        ------------     ------------     ------------
   Net Utility Plant in Service ......................    10,770,664       10,302,521       10,794,383
Construction Work in Progress, including Nuclear Fuel 
  in Process - $108,015; $53,396; and $104,743, 
  respectively .......................................       352,452          753,774          369,082
Plant Held for Future Use ............................        23,966           23,861           23,966
                                                        ------------     ------------     ------------
       Net Utility Plant .............................    11,147,082       11,080,156       11,187,431
                                                        ------------     ------------     ------------
INVESTMENTS AND OTHER NONCURRENT ASSETS
Long-Term Investments, net of amortization - $7,320; 
  $3,024; and $6,009, respectively ...................       135,550           76,812          119,474
Nuclear Decommissioning and Other Special Funds ......       286,795          242,330          276,348
Other Plant, net of accumulated depreciation and 
  amortization - $1,936; $1,149; and 
  $1,905, respectively................................        24,990           32,886           24,976
                                                        ------------     ------------     ------------
Total Investments and Other Noncurrent Assets.........       447,335          352,028          420,798
                                                        ------------     ------------     ------------
CURRENT ASSETS 
  Cash and Cash Equivalents ..........................       508,173           82,990           32,373
  Accounts Receivable:
   Customer Accounts Receivable ......................       623,926          490,106          525,404
   Other Accounts Receivable .........................       189,677          112,327          163,976
   Less: allowance for doubtful accounts..............        38,123           39,734           37,641
  Unbilled Revenues ..................................       177,175          152,744          246,876
  Fuel, at average cost ..............................        88,022          167,020          253,360
  Materials and supplies, net of inventory valuation  
   reserves - $18,200; $18,200; and $20,100,
   respectively ......................................       146,772          149,193          143,741
  Deferred Income Taxes ..............................        29,734           25,135           27,571
  Miscellaneous Current Assets .......................        25,124           19,706           37,130
                                                        ------------     ------------     ------------
       Total Current Assets ..........................     1,750,480        1,159,487        1,392,790
                                                        ------------     ------------     ------------
DEFERRED DEBITS 
  Property Abandonments - net ........................        65,439           83,817           70,120
  Oil and Gas Property Write-Down ....................        34,790           39,944           36,078
  Unamortized Debt Expense ...........................       147,165          128,905          122,049
  Deferred OPEB Costs ................................       250,544          192,727          167,189
  Underrecovered Electric Energy and Gas Costs - net..       207,843          171,238          170,565
  Unrecovered Environmental Costs ....................       127,368          136,151          130,070
  Unrecovered Plant and Regulatory Study Costs .......        34,856           35,661           35,150
  Deferred Decontamination and Decommissioning Costs..        49,872           53,016           49,872
  Unrecovered SFAS 109 Deferred Income Taxes .........       766,908          794,665          769,136
  Other ..............................................        27,867           25,564            5,700
                                                        ------------     ------------     ------------
       Total Deferred Debits .........................     1,712,652        1,661,688        1,555,929
                                                        ------------     ------------     ------------
      Total ..........................................  $ 15,057,549     $ 14,253,359     $ 14,556,948
                                                        ============     ============     ============
<FN>
See Notes to Consolidated Financial Statements.


 


                                    PUBLIC SERVICE ELECTRIC AND GAS COMPANY

                                             CONSOLIDATED BALANCE SHEETS
                                                (Thousands of Dollars)

                                                          March 31,       March 31,       December 31,
CAPITALIZATION AND LIABILITIES                              1996            1995              1995
- ------------------------------                          ------------     ------------     ------------ 
                                                                                  
CAPITALIZATION  
  Common Equity 
    Common Stock ......................................  $  2,563,003     $  2,563,003     $  2,563,003
    Contributed Capital from Enterprise ...............       594,395          534,395          594,395
    Retained Earnings .................................     1,418,653        1,360,215        1,372,729
                                                         ------------     ------------     ------------
       Total Common Equity ............................     4,576,051        4,457,613        4,530,127

Preferred Stock without mandatory redemption ..........       324,994          384,994          324,994
Preferred Stock with mandatory redemption .............       150,000          150,000          150,000
Monthly Income Preferred Securities of Subsidiary .....       210,000          150,000          210,000
Long-Term Debt ........................................     4,523,614        4,587,740        4,586,268
                                                         ------------     ------------     ------------
       Total Capitalization ...........................     9,784,659        9,730,347        9,801,389
                                                         ------------     ------------     ------------
OTHER LONG-TERM LIABILITIES
  Decontamination, Decommissioning and Low Level
     Radwaste Costs ...................................        49,890           57,664           50,449
  Environmental Costs .................................        96,302          108,576           96,272
  Capital Lease Obligations ...........................        52,934           53,612           53,111
                                                         ------------     ------------     ------------
       Total Other Long-Term Liabilities ..............       199,126          219,852          199,832
                                                         ------------     ------------     ------------
CURRENT LIABILITIES 
  Long-Term Debt due within one year ..................         2,000          210,200             --
  Commercial Paper and Loans ..........................       736,281           94,200          567,316
  Book Overdrafts .....................................        63,372           51,913           70,014
  Accounts Payable ....................................       435,457          287,958          481,632
  Accounts Payable - Associated Companies .............        70,613           81,783            8,011
  New Jersey Gross Receipts Taxes Accrued .............       188,937          175,261             --
  Other Taxes Accrued .................................        35,634           39,291           32,767
  Interest Accrued ....................................        86,948           96,179           95,811
  Estimated Liability for Vacation Pay ................        40,589           40,621           17,089
  Customer Deposits ...................................        32,300           32,457           32,785
  Liability for Injuries and Damages ..................        44,338           31,784           38,141
  Miscellaneous Environmental Liabilities .............        17,694           15,305           16,954
  Other ...............................................        62,543           48,132           50,751
                                                         ------------     ------------     ------------
       Total Current Liabilities ......................     1,816,706        1,205,084        1,411,271
                                                         ------------     ------------     ------------
DEFERRED CREDITS
  Accumulated Deferred Income Taxes ...................     2,555,817        2,497,959        2,535,603
  Accumulated Deferred Investment Tax Credits .........       365,867          385,010          370,610
  Deferred OPEB Costs .................................       250,544          192,727          167,189
  Other ...............................................        84,830           22,380           71,054
                                                         ------------     ------------     ------------
       Total Deferred Credits .........................     3,257,058        3,098,076        3,144,456
                                                         ------------     ------------     ------------
COMMITMENTS AND CONTINGENCIES (note 2)
     Total ............................................  $ 15,057,549     $ 14,253,359     $ 14,556,948
                                                         ============     ============     ============
  



 

                                    PUBLIC SERVICE ELECTRIC AND GAS COMPANY

                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               (Thousands of Dollars)

                                               Three Months Ended           Twelve Months Ended
                                                    March 31,                    March 31,
                                           ---------------------------   ---------------------------
                                               1996           1995           1996           1995
                                           ------------   ------------   ------------   ------------
                                                                            
CASH FLOWS FROM OPERATING ACTIVITIES: 
  Net Income ............................. $    183,650    $  206,896    $    593,718  $     644,863
  Adjustments to reconcile net income 
    to net cash flows from operating 
    activities:
    Depreciation and Amortization ........      152,508       143,593         600,029        559,960
    Amortization of Nuclear Fuel .........        8,905        23,120          60,813         94,719
   (Deferral) Recovery of Electric 
      Energy and Gas Costs - net .........      (37,278)        1,325         (36,605)       (51,034)
    Provision for Deferred Income 
      Taxes - net ........................       22,442        16,148          85,615         87,838
    Investment Tax Credits - net .........       (4,743)       (4,711)        (19,143)       (19,317)
    Allowance for Funds Used During 
      Construction - Debt and Equity .....       (4,291)      (10,101)        (30,457)       (41,064)
    Changes in certain current assets 
    and liabilities:
      Net decrease (increase) in Accounts 
        Receivable and Unbilled Revenues .      (54,040)       33,589        (237,212)       114,235
      Net decrease (increase) in Inventory - 
        Fuel and Materials and Supplies...      162,307        99,477          81,419        (34,873)
      Net increase (decrease) in 
        Accounts Payable .................       16,427       (16,941)        136,329        (73,877)
      Net change in Prepaid/Accrued
        Taxes ............................      199,612       178,522          10,019       (276,606)
      Net change in Other Current Assets 
        and Liabilities ..................       34,916        22,899           9,917         27,538
    Other ................................        3,386        (9,720)         70,264          9,762
                                           ------------   -----------     -----------   ------------
        Net cash provided by operating 
        activities .......................      683,801       684,096       1,324,706      1,042,144
                                           ------------   -----------     -----------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to Utility Plant, 
    excluding AFDC .......................      (96,349)     (128,027)       (618,205)      (809,519)
  Net (increase) decrease in 
    Long-Term Investments ................      (18,770)      (10,926)        (73,033)        50,226
  Increase in Decommissioning Funds 
    and Other Special Funds, 
    excluding interest ...................       (7,391)       (7,390)        (29,618)       (36,976)
  Cost of Plant Removal - net ............      (11,101)       (2,103)        (38,672)       (28,357)
  Other ..................................          (14)           (7)            852          2,186
                                           ------------   -----------     -----------   ------------
        Net cash used in investing 
        activities .......................     (133,625)     (148,453)       (758,676)      (822,440)
                                           ------------   -----------     -----------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase (decrease) in
    Short-Term Debt ......................      168,965      (307,559)        642,081         (7,761)
 (Decrease) increase  in Book 
    Overdrafts ...........................       (6,642)      (34,663)         11,459         13,286
  Issuance of Long-Term Debt .............      352,451          --           508,771        449,800
  Redemption of Long-Term Debt............     (413,105)         --          (781,097)      (411,150)
  Long-Term Debt Issuance and
    Redemption Costs .....................      (38,319)         --           (46,781)       (29,731)
  Redemption of Preferred Stock ..........        --             --           (60,000)       (75,000)
  Issuance of Monthly Income
    Preferred Securities .................        --             --            60,000        150,000
  Contributed Capital.....................        --             --            60,000          --
  Cash Dividends Paid ....................     (137,726)     (138,882)       (534,806)      (545,669)
  Other ..................................        --              953            (474)          (842)
                                           ------------   -----------     -----------   ------------
        Net cash used in financing
          activities .....................      (74,376)     (480,151)       (140,847)      (457,067)
                                           ------------   -----------     -----------   ------------
Net increase (decrease) in Cash and 
  Cash Equivalents .......................      475,800        55,492         425,183       (237,363)
Cash and Cash Equivalents at Beginning 
  of Period ..............................       32,373        27,498          82,990        320,353 
                                           ------------   -----------     -----------   ------------
Cash and Cash Equivalents at End 
  of Period .............................. $    508,173        82,990    $    508,173  $      82,990
                                           ============   ===========     ===========   ============
Income Taxes Paid ........................ $      9,049   $    27,005    $    261,917  $     235,615
Interest Paid ............................ $    101,605   $    85,972    $    415,142  $     350,566 
<FN>

See Notes to Consolidated Financial Statements.


 


                                    PUBLIC SERVICE ELECTRIC AND GAS COMPANY

                                  CONSOLIDATED STATEMENT OF RETAINED EARNINGS
                                               (Thousands of Dollars)



                                               Three Months Ended           Twelve Months Ended
                                                    March 31,                       March 31, 
                                           ---------------------------   ---------------------------
                                               1996           1995           1996           1995
                                           ------------   ------------   ------------   ------------
                                                                            
Balance at Beginning of Period ........... $  1,372,729   $  1,292,201   $  1,360,215   $  1,261,863
Add:  Net Income .........................      183,650        206,896        593,718        644,863
                                           ------------   ------------   ------------   ------------
     Total ...............................    1,556,379      1,499,097      1,953,933      1,906,726
                                           ------------   ------------   ------------   ------------
Deduct:  Cash Dividends
  Preferred Stock, at required rates .....        7,526          8,682         32,606         38,869
  Common Stock ...........................      130,200        130,200        502,200        506,800
  Adjustment to Retained Earnings.........       --               --              474            842
                                           ------------   ------------   ------------   ------------ 
     Total Deductions ....................      137,726        138,882        535,280        546,511  
                                           ------------   ------------   ------------   ------------ 

Balance at End of Period ................. $  1,418,653   $  1,360,215   $  1,418,653   $  1,360,215
                                           ============   ============   ============   ============
<FN>
See Notes to Consolidated Financial Statements.


 



 
                 PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  RATE MATTERS
 
 Alternative Rate Plan

    On January 16, 1996, PSE&G filed a proposal, the "New Jersey
Partners in Power" Plan (Plan) with the New Jersey Board of Public
Utilities (BPU) for major changes in utility regulation that include an
immediate $50 million rate reduction for PSE&G's electric customers,
various types of rate freezes, elimination of fuel adjustment
mechanisms, assurances that future price increases related to
controllable costs will be lower than the rate of inflation and funding
of up to an aggregate of $55 million in two economic development
initiatives. 

     The seven-year Plan, if approved, would give PSE&G the mechanisms
and incentives to compete more effectively on several fronts, including
the ability to develop revenue from non-regulated products and services,
accelerate or modify depreciation schedules to help mitigate any
potential stranded asset issues and more aggressively manage the control
of costs. In addition, the Plan would provide the foundation for ongoing
price flexibility without the need for prolonged, adversarial regulatory
proceedings.

    On April 24, 1996, the BPU orally approved intervenor status and
participatory status for twenty-two entities in the proceeding in which
it will consider the proposed Plan.  A BPU determination on the process
and procedures to be used to decide the case is being awaited.  PSE&G
cannot predict what other actions, if any, may be taken by the BPU with
respect to the Plan or when final action on the proposal may be
completed.

Salem Investigation

    On March 14, 1996, the BPU issued an order regarding its
investigation into the continuing outage of the Salem Nuclear Generating
Station.  The BPU's order:

1.  declared PSE&G's rates related to Salem Unit 1 interim as of March
    14, 1996, and subject to refund, pending further hearings referred
    to below;

2.  required PSE&G to file briefs with regard to why the BPU should
    not declare rates related to Salem Unit 2 interim and subject to
    refund.  Such briefs were filed by PSE&G on April 14, 1996 and
    supported PSE&G's position that Unit 2's rates should not be
    declared interim and subject to refund;

 
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3.  required PSE&G to furnish certain other financial information
    related to the rate treatment of each Salem unit as well as
    replacement power costs associated with the outage.  In addition,
    PSE&G must provide updates of monthly actual replacement power
    data for each respective unit and updates on the status of the
    outage, including the anticipated return to service date for each
    unit.  On April 4, 1996, PSE&G filed with the BPU the requested
    financial information related to actual net plant investment
    included in the last base rate case for each Salem unit, operation
    and maintenance expenses in current electric base rates for each
    Salem unit and replacement power costs associated with the outage
    of the Salem units to date.  The filing supported a base revenue
    requirement of $205 million as well as replacement power costs and
    additional on-going costs of $214 million.  This information was
    based upon facts and circumstances which existed at the date of
    filing and did not contain any adjustments necessary to reflect
    costs which would continue to safely maintain either or both units
    in a shutdown mode; and

4.  required further proceedings to determine if each Salem unit
    remains "used and useful" for rate making purposes.

    In April and early May, the Board held evidentiary hearings for
purposes of permitting the cross-examination of witnesses pertaining
solely to the issue of whether rates related to Salem Unit 2 should be
interim and subject to refund.  During the hearings, PSE&G's witnesses
testified as to the scheduled return date of Salem Unit 2 and stated
that the Nuclear Regulatory Commission (NRC) has concluded that the
overall restart plan, if implemented effectively, should adequately
address the numerous Salem issues to support a safe plant restart. 
PSE&G's witnesses also stated that the remaining work activities to
achieve a Salem Unit 2 restart are known and understood by PSE&G
management, do not present any novel engineering issues and that such
restart is achievable using standard outage processes and management
techniques.  An expedited briefing schedule, with briefs due in late May
and reply briefs due in early June, has been established.  PSE&G cannot
predict the outcome of these hearings.

    The issue of whether or not Salem Unit 1, and possibly Salem Unit
2, are no longer used and useful will be addressed in a separate hearing
before the BPU or the Office of Administrative Law (OAL).  The date for
such hearing has yet to be determined.   Neither Enterprise nor PSE&G
can predict the outcome of this proceeding.  Removal of Salem Unit 1
and/or Salem Unit 2 from base rates could have a material adverse effect
on PSE&G's financial position, results of operations and net cash flows. 
PSE&G will oppose the issuance of any order to remove either Salem unit
from base rates and believes that in the event of a unit's removal from
base rates, all of the replacement power costs attributable to such unit
would be recoverable through its Electric Levelized Energy Adjustment
Clause (LEAC) and that the estimated $12 million Nuclear Performance
Standard (NPS) penalty for 1996 would be substantially reduced. (see
Note 2, Commitments and Contingent Liabilities of Notes).

 
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Levelized Gas Adjustment Charge

    On April 24, 1996, the BPU orally approved PSE&G's 1995/96
Levelized Gas Adjustment Charge (LGAC), which would finalize the interim
rates approved by the BPU on December 20, 1995.  The approved LGAC rates
are to remain in effect through December 31, 1996.

Electric Levelized Energy Adjustment Clause

    By Order dated May 5, 1995, the BPU approved PSE&G's LEAC.  Such
Order also required that a hearing be convened regarding the April 1994
Salem 1 shutdown to determine whether PSE&G should be allowed to recover
replacement power costs of approximately $8 million, which have been
deferred.  On October 18, 1995, this matter was ordered to be
transferred to the OAL for a hearing which is scheduled for June 7,
1996. PSE&G cannot predict the outcome of this proceeding.

Other Rate Matters

    On July 21, 1995, the BPU initiated a generic proceeding to
expeditiously adopt specific standards to guide utility "off-tariff"
negotiated rate agreement programs.  Such proceeding would consider
minimum prices, confidentiality, maximum contract duration, filing
requirements and such other standards as may be necessary for compliance
with the law.  A Written Summary Decision and Order was issued on
October 27, 1995, which required each New Jersey electric utility,
including PSE&G, to file initial minimum tariffs, consistent with the
terms of such Order, and further, indicated that such Order will be
supplemented by a Final Decision and Order to fully discuss and explain
the rationale for the BPU's overall decision.  On November 13, 1995,
PSE&G filed its compliance filing.  PSE&G cannot predict what impact,
if any, the generic tariff may have on its electric revenues and
earnings. 

    In September 1994, the BPU initiated a generic proceeding regarding
overrecovery of capacity costs associated with electric utility power
purchases from cogenerators and small power producers.  The initial
phase of the proceeding, which has been transferred to the OAL, seeks
to determine whether there was any such overrecovery and, if so, the
amount overrecovered.  Hearings were initiated during the first quarter
of 1996 and are currently in progress.

 
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

    The New Jersey Division of Ratepayer Advocate has intervened in the
proceeding and alleges, among other things, that PSE&G has overrecovered
such costs in an amount ranging from $250 to $300 million during the
period from August 1991 to December 1994.  PSE&G denies such
overrecovery because all relevant capacity cost recovery mechanisms have
been previously reviewed and approved by the BPU.  Additionally, PSE&G
contends that a review of any individual cost item is inappropriate and
is proscribed as retroactive ratemaking.  

    While PSE&G cannot predict the outcome of this proceeding, the
final resolution of this issue may impact the financial position,
results of operations or net cash flows of Enterprise and PSE&G 
prospectively.


NOTE 2.  COMMITMENTS AND CONTINGENT LIABILITIES

 
Nuclear Performance Standard
 
    The BPU has established a NPS for nuclear generating stations owned
by New Jersey electric utilities, including the five nuclear units in
which PSE&G has an ownership interest:  Salem Units 1 and 2 -- 42.59%;
Hope Creek -- 95%; and Peach Bottom Units 2 and 3 -- 42.49%. PSE&G
operates Salem Units 1 and 2 and Hope Creek, while Peach Bottom is
operated by PECO Energy, Inc. (PECO).
 
    The penalty/reward under the NPS is a percentage of replacement
power costs. (See table below.)



             CAPACITY FACTOR RANGE                  REWARD    PENALTY
- --------------------------------------------------  ------    -------
                                                           
Equal to or greater than 75%.........................    30%       --
Equal to or greater than 65% and less than 75%.......   None      None
Equal to or greater than 55% and less than 65%.......   --         30%
Equal to or greater than 45% and less than 55%.......   --         40%
Equal to or greater than 40% and less than 45%.......   --         50%
Below 40%............................................   BPU Intervenes


      Under the NPS, the capacity factor is calculated annually using
maximum dependable capability of the five nuclear units in which PSE&G
owns an interest. This method takes into account actual operating
conditions of the units.

 
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     While the NPS does not specifically have a gross negligence
provision, the BPU has indicated that it would consider allegations of
gross negligence brought upon a sufficient factual basis. A finding of
gross negligence could result in penalties other than those prescribed
under the NPS.  PSE&G's Alternative Rate Plan proposes the elimination
of the NPS. (See Note 1 - Rate Matters of Notes).

    Based upon current projections and assumptions regarding PSE&G's
five nuclear units during 1996, including the return of Salem 2 by the
end of August and the continued outage of Salem 1 for the remainder of
the year, the 1996 aggregate capacity factor would be approximately 57%,
which would result in a penalty of approximately $12 million.  Both of
the Salem units are currently out of service and their return dates are
subject to completion of testing, analysis, repair activity and NRC
concurrence that they are prepared to restart. 

Nuclear Insurance Coverages and Assessments
 
    PSE&G's insurance coverages and maximum retrospective assessments
for its nuclear operations are as follows:



                                                       PSE&G MAXIMUM
                                          TOTAL         ASSESSMENTS
                                          SITE         FOR A SINGLE
 TYPE AND SOURCE OF COVERAGES           COVERAGES        INCIDENT
- -------------------------------------   ---------      -------------
                                             (MILLIONS OF DOLLARS)
                                                 
Public Liability:
 American Nuclear Insurers...........   $  200.0         $   --
 Indemnity(A)........................    8,720.3            210.2
                                        --------         --------
                                        $8,920.3 (B)     $  210.2
                                        --------         --------
Nuclear Worker Liability: 
 American Nuclear Insurers(C)........   $  200.0         $    8.0
                                        --------         --------
Property Damage:    
 Nuclear Mutual Limited..............   $  500.0         $    9.2
 Nuclear Electric Insurance 
  Ltd. (NEIL II).....................    1,400.0              8.3(D)
 Nuclear Electric Insurance 
  Ltd. (NEIL III)....................      850.0              9.2
                                        --------         --------
                                        $2,750.0         $   26.7
                                        --------         --------
Replacement Power:
 Nuclear Electric Insurance 
  Ltd (NEIL I).......................   $    3.5 (E)     $   11.4


 
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(A) Retrospective premium program under the Price-Anderson liability
    provisions of the Atomic Energy Act of 1954, as amended (Price-
    Anderson). Subject to retrospective assessment with respect to
    loss from an incident at any licensed nuclear reactor in the
    United States. Assessment adjusted for inflation effective August
    20, 1993.
 
(B) Limit of liability for each nuclear incident under Price-
    Anderson.

(C) Industry aggregate limit representing the potential liability from
    workers claiming exposure to the hazard of nuclear radiation. This
    policy includes automatic reinstatements up to an aggregate of
    $200 million, thereby providing total coverage of $400 million.
    This policy does not increase PSE&G's obligation under Price-
    Anderson.

(D) In the event of a second industry loss triggering NEIL II -
    coverage, the maximum retrospective premium assessment can
    increase to $18.5 million.
 
(E) Represents limit of coverage available to co-owners of Salem and
    Hope Creek, for each plant.  Each co-owner purchases its own
    policy.  PSE&G is currently covered for its percent ownership
    interest of this limit for each plant.

    Price-Anderson sets the "limit of liability" for claims that could
arise from an incident involving any licensed nuclear facility in the
nation. The "limit of liability" is based on the number of licensed
nuclear reactors and is adjusted at least every five years based on the
Consumer Price Index. The current "limit of liability" is $8.9 billion.
All utilities owning a nuclear reactor, including PSE&G, have provided
for this exposure through a combination of private insurance and
mandatory participation in a financial protection pool as established
by Price-Anderson. Under Price-Anderson, each party with an ownership
interest in a nuclear reactor can be assessed its share of $79.3 million
per reactor per incident, payable at $10 million per reactor per
incident per year. If the damages exceed the "limit of liability," the
President is to submit to Congress a plan for providing additional
compensation to the injured parties. Congress could impose further
revenue raising measures on the nuclear industry to pay claims. PSE&G's
maximum aggregate assessment per incident is $210.2 million (based on
PSE&G's ownership interests in Hope Creek, Peach Bottom and Salem) and
its maximum aggregate annual assessment per incident is $26.5 million.

 
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

    Further, a recent decision by the U.S. Supreme Court, not involving
PSE&G, held that the Price Anderson Act did not preclude awards based
on state law claims for punitive damages.

    PSE&G is a member of two industry mutual insurance companies: 
Nuclear Mutual Limited (NML), and Nuclear Electric Insurance Limited
(NEIL).  NML provides the primary property insurance at Salem and Hope
Creek.  NEIL provides excess property insurance through its NEIL II and
NEIL III policies and replacement power coverage through its NEIL I
policy.  Both companies may make retrospective premium assessments in
case of adverse loss experience.  PSE&G's maximum potential liabilities
under these assessments are included in the table and notes above. 
Certain of the policies also provide that the insurer may suspend
coverage with respect to all nuclear units on a site without notice if
the NRC suspends or revokes the operating license for any unit on a
site, issues a shutdown order with respect to such unit or issues a
confirmatory order keeping such unit down.

Construction and Fuel Supplies

    PSE&G has substantial commitments as part of its ongoing
construction program which include capital requirements for nuclear
fuel. PSE&G's construction program is continuously reviewed and
periodically revised as a result of changes in economic conditions,
revised load forecasts, changes in the scheduled retirement dates of
existing facilities, changes in business strategies, site changes, cost
escalations under construction contracts, requirements of regulatory
authorities and laws, the timing of and amount of electric and gas rate
changes and the ability of PSE&G to raise necessary capital. Pursuant
to its electric Integrated Resource Plan (IRP), PSE&G periodically
reevaluates its forecasts of future customers, load and peak growth,
sources of electric generating capacity and demand side management (DSM)
to meet such projected growth, including the need to construct new
electric generating capacity.  The IRP takes into account assumptions
concerning future demands of customers, effectiveness of conservation
and load management activities, the long-term condition of PSE&G's
plants, capacity available from electric utilities and other suppliers
and the amounts of co-generation and other non-utility capacity
projected to be available.

 
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

    Based on PSE&G's construction program, construction expenditures
are expected to aggregate approximately $2.8 billion, which includes
$428 million for nuclear fuel and $84 million of Allowance for Funds
used During Construction (AFDC) during the years 1996 through 2000. The
estimate of construction requirements is based on expected project
completion dates and includes anticipated escalation due to inflation
of approximately 3%, annually. Therefore, construction delays or higher
inflation levels could cause significant increases in these amounts.
PSE&G expects to generate internally the funds necessary to satisfy its
construction expenditures over the next five years, assuming adequate
and timely recovery of costs, as to which no assurances can be given. 
In addition, PSE&G does not presently anticipate any difficulties in
obtaining sufficient sources of fuel for electric generation or adequate
gas supplies during the years 1996 through 2000.

Hazardous Waste

    Certain Federal and State laws authorize the United States
Environmental Protection Agency (EPA) and the New Jersey Department of
Environmental Protection (NJDEP), among other agencies, to issue orders
and bring enforcement actions to compel responsible parties to take
investigative and remedial actions at any site that is determined to
present an imminent and substantial danger to the public or the
environment because of an actual or threatened release of one or more
hazardous substances. Because of the nature of PSE&G's business,
including the production of electricity, the distribution of gas and,
formerly, the manufacture of gas, various by-products and substances are
or were produced or handled which contain constituents classified as
hazardous. PSE&G generally provides for the disposal or processing of
such substances through licensed independent contractors.  However,
these statutory provisions impose joint and several responsibility
without regard to fault on all responsible parties, including the
generators of the hazardous substances, for certain investigative and
remediation costs at sites where these substances were disposed of or
processed. PSE&G has been notified with respect to a number of such
sites and the remediation of these potentially hazardous sites is
receiving greater attention from the government agencies involved. 
Generally, actions directed at funding such site investigations and
remediation include all suspected or known responsible parties. PSE&G
does not expect its expenditures for any such site to have a material
adverse effect on its financial position, results of operations or net
cash flows.

 
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

PSE&G Manufactured Gas Plant Remediation Program

    In 1988, NJDEP notified PSE&G that it had identified the need for
PSE&G, pursuant to a formal arrangement, to systematically investigate
and, if necessary, resolve environmental concerns extant at PSE&G's
former manufactured gas plant sites. To date, NJDEP and PSE&G have
identified 38 former gas plant sites. PSE&G is currently working with
NJDEP under a program to assess, investigate and, if necessary,
remediate environmental concerns at these sites (Remediation Program).
The Remediation Program is periodically reviewed and revised by PSE&G
based on regulatory requirements, experience with the Remediation
Program and available technologies. The overall cost of the Remediation
Program cannot be reasonably estimated, but experience to date indicates
that costs of at least $20 million per year could be incurred over a
period of more than 30 years and that the overall cost could be material
to PSE&G's financial position, results of operations or net cash flows.


NOTE 3.  LONG-TERM DEBT


    Enterprise's long-term debt aggregated $5.1 billion as of March 31,
1996, of which $4.5 billion was attributable to PSE&G and $600 million
to Enterprise Diversified Holdings Incorporated (EDHI), the parent of
Enterprise's nonutility businesses.

    On January 30, 1996, PSE&G issued the following series of its First
and Refunding Mortgage Bonds (Bonds): $200 million principal amount of
its 6-3/4% Series VV due 2016 and $150 million principal amount of its
6-1/4% WW due 2007.  PSE&G applied the net proceeds from the sale of new
Bonds, together with other funds, to defease in substance: $196.0
million aggregate principal amount of its 8-3/4% Series EE Bonds due
2021 and $148.5 million aggregate principal amount of its 8-3/4% Series
HH Bonds due 2022.  In addition, PSE&G retired $65 million of its 8-1/2%
Series LL Bonds due 2022 and exercised a $2.5 million optional cash
sinking fund.


 
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 4.  FINANCIAL INSTRUMENTS AND RISK MANAGEMENT


  Natural Gas and Crude Oil Hedging

    Energy Development Corporation (EDC) sold natural gas futures
contracts outstanding at March 31, 1996 and 1995 which hedged 12,630,000
mmbtu and 9,020,000 mmbtu, respectively.  Such amounts represented
approximately 18% of EDC's anticipated domestic natural gas production
for the remainder of 1996 and 17% of EDC's production for 1995,
respectively, at average sales prices of $1.83 per mmbtu and $1.95 per
mmbtu, respectively. 

    At March 31, 1996, EDC sold crude oil futures contracts outstanding
which hedged 1.1 million barrels of oil representing approximately 39%
of EDC's anticipated domestic oil production in 1996 at an average price
of $17.81 per barrel.

    The deferred unrealized (losses) gains at March 31, 1996 and 1995
related to EDC's futures contracts were ($7.0) million and $1.7 million,
respectively.

    Through March 31, 1996 and 1995, U.S. Energy Partners (USEP)
entered into futures contracts and swaps to buy 2,440,000 mmbtu and
3,140,000 mmbtu of natural gas at average prices of $1.81 and $1.79 per
mmbtu, respectively, related to fixed-price sales commitments.  Such
contracts, together with physical purchase contracts, hedged
approximately 86% and 84% of fixed-price sales commitments at March 31,
1996 and 1995.  USEP had deferred unrealized hedge gains of $2.1 million
and $15 thousand at March 31, 1996 and 1995, respectively.


                    PUBLIC SERVICE ELECTRIC AND GAS COMPANY 

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PSE&G

    Except as modified below, the Notes to Consolidated Financial
Statements of Enterprise are incorporated herein by reference insofar
as they relate to PSE&G and its subsidiaries:

          Note 1.  Rate Matters
          Note 2.  Commitments and Contingencies
         Note 3.   Long-Term Debt

   
 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
         CONDITION AND RESULTS OF OPERATIONS
 
                                ENTERPRISE
 
    Following are the significant changes in or additions to
information  reported in Enterprise's Annual Report to the Securities
and Exchange Commission (SEC) on Form 10-K for 1995, affecting the
consolidated financial condition and the results of operations of
Enterprise and its subsidiaries.  This discussion refers to the
Consolidated Financial Statements and related Notes to Consolidated
Financial Statements (Notes) of Enterprise and should be read in
conjunction with such statements and Notes.

  Overview

    As of March 31, 1996, PSE&G comprised 85% of Enterprise's assets. 
For the three months and twelve months ended March 31, 1996, PSE&G
revenues were 95% and 92%, respectively, of Enterprise's revenues and
PSE&G's earnings available to Enterprise for such periods were 91% and
87%, respectively, of Enterprise's net income.

    On December 6, 1995, Enterprise announced that it will pursue the
divestiture of Energy Development Corporation (EDC) during 1996 through
either a sale or spin-off. On March 13, 1996, Enterprise filed a Form
S-1 Registration Statement with the SEC, which has not yet become
effective, to position Enterprise to undertake an initial public
offering of up to 20 percent of EDC and subsequently spin-off the
remainder of EDC in a tax-free transaction to Enterprise shareholders. 
Enterprise continues to solicit offers from the private marketplace with
the intention of further evaluating its alternatives.  No determination
has yet been made as to which path will be undertaken and a decision is
anticipated over the next few months.

  Competition

    The regulatory structure which has historically embraced the
electric and gas industry is in the process of transition.  Legislative
and regulatory initiatives, at both the federal and state levels, are
designed to promote competition and will continue to impose additional
pressures on PSE&G's ability to retain customers.  In addition, new
technology and interest in self generation and cogeneration have
provided customers with alternative sources of energy.



    Over the last several years, the gas industry has been transformed. 
Today, commercial and industrial customers can negotiate their own gas
purchases directly with producers or brokers, while PSE&G is required
to provide intrastate transportation of such purchased gas to the
customers' facilities.  Although PSE&G is not providing gas sales
service to certain commercial and industrial customers, to date there
has been no negative impact on earnings since sales service and
transportation service tariffs result in the same non-fuel revenue per
therm.  Additionally, as a result of this restructuring, PSE&G has been
able to negotiate lower cost gas supplies for those customers who
continue to be part of its bundled rate schedules.  A potential
significant competitive challenge could emerge if interstate pipeline
companies are permitted to expand their facilities into PSE&G territory
and provide intrastate transportation to customers.  However, this type
of expansion would require federal and state regulatory approvals not
currently in existence.

    The restructuring of the electric industry is more complex and
evolving at a slower pace than that of the gas industry. Federal
legislation, such as the National Energy Policy Act of 1992 (EPAct) has
eased restrictions on independent power producers (IPP) in an effort to
increase competition in the wholesale electric generation market. As the
barriers to entry in the power production business have been lowered,
the construction of cogeneration facilities and independent power
production facilities has been growing, with the result of creating
lower cost alternatives for large commercial and industrial customers.
Presently, PSE&G is in the process of assessing the  potential for
individual arrangements with commercial and industrial customers which
have such competitive alternatives, but PSE&G believes that it does not
currently have a material exposure with respect to such customers.

    Further, EPAct authorized the Federal Energy Regulatory Commission
(FERC) to mandate utilities to transport and deliver or "wheel" energy
for the supply of bulk power to wholesale customers.  On April 24, 1996,
the FERC issued final rules, to become effective on July 9, 1996,
requiring all public utilities owning, controlling or operating
transmission lines to file non-discriminatory open access tariffs that
offer others the same transmission service they provide to themselves. 
Transmission services covered by the final rule include network and
point-to-point services, as well as ancillary services.  The final rules
include a pro forma tariff setting minimum terms and conditions of
service for non-discriminatory open access transmission service.  Public
utilities are required both to offer service to others under the pro
forma tariff and to use the pro forma tariff for their own wholesale
energy sales and purchases.  No later than December 31, 1996, intra-pool
transactions for power pools must be under a joint, pool-wide pro forma
tariff. The final rules also provide public utilities with the
opportunity to seek full recovery of prudently incurred, legitimate and
verifiable wholesale stranded costs resulting from customer use of open
access transmission service to move to another supplier.  To be eligible



for recovery, stranded costs must be associated with wholesale
requirement contracts signed before July 11, 1994.  After that date,
recovery must be specifically provided for in the contract.  The FERC
ruled that stranded costs should be recovered from a utility's departing
customers.  The FERC also stated that if costs are stranded by retail
wheeling, utilities should look to the states first to recover those
costs.  FERC will become involved only if state regulators lack
authority under state law provide for stranded cost recovery. (See the
discussion of Phase II of the New Jersey Energy Master Plan, below).

    There is opposition in Congress and among Northeastern governors
to this FERC ruling due to environmental concerns. The assumption is
that as deregulation occurs there will be a race to purchase the
cheapest power available.  That power will likely come from older, coal-
burning generating facilities in the Midwest that are subject to very
few pollution control requirements.  To sell more of their cheap
electricity, these facilities will have to increase their power
production which will, in turn, increase the release of pollutants that
eventually make their way to New Jersey and other Northeastern States
due to the prevailing westerly winds and the jet stream.  A New Jersey
Congressman is currently gathering co-sponsors to a resolution to block
the implementation of this rule and send it back to FERC to be rewritten
in a way that will protect air quality in the Northeast. 

    In the wholesale electric market, other competitive pressures, such
as municipalization, may also have an impact on utilities in the
evolving electric power industry.  Municipalization involves the
acquisition and operation of existing investor-owned facilities by a
municipal utility (MUNI) through condemnation, purchase or lease or the
construction and operation of duplicate, parallel facilities within a
municipal boundary.  As a result, utilities, such as PSE&G, could lose
customers (residential, commercial and industrial) in the municipality
that is served by the MUNI, as well as lose the municipal entity itself
as a customer.
     
    EPAct granted the states sole authority to mandate retail wheeling. 
The BPU has not yet authorized retail wheeling for the State of New
Jersey. New Jersey regulators have been reviewing existing regulations
in an effort to develop a revised regulatory structure that would afford
public utilities, such as PSE&G, increased flexibility to meet the
competitive challenges of the future.  Phase I of the New Jersey Energy
Master Plan (Phase I), a two-phase plan to better manage the future
energy needs of the State, has been completed.  Phase I called for
legislation that would allow New Jersey utilities to propose, subject
to BPU approval, alternatives to rate base/rate of return pricing, allow
for pricing flexibility under certain standards for customers with
competitive options and equalize the impact of tax policies, such as the
New Jersey Gross Receipts and Franchise Tax (NJGRT) currently assessed
on retail energy utility sales, upon all energy producers.



    On June 1, 1995, the BPU issued its Order initiating a formal Phase
II proceeding of the Master Plan.  The proceeding will address wholesale
and retail competition in New Jersey.  The Phase II draft report for the
New Jersey Energy Master Plan proposing policy restructuring is expected
by the end of May 1996 with a final report expected to be issued by the
end of 1996.  This report is expected to address the recovery of any
stranded costs attributable to power wheeling.

    Recoverability of stranded costs for PSE&G will be largely
dependent on the final Phase II report and on the rules to be
established by the BPU.  Stranded costs that could result as the
industry moves to a more competitive environment include investments in
generating facilities, transmission assets, purchase power agreements
where the price being paid under such an agreement exceeds the market
price for electricity and regulatory assets for which recovery is based
solely on continued cost based regulation. At this time, management
cannot predict the level of stranded costs, if any, or the extent to
which the BPU will allow recovery of such costs.

    A joint task force of the BPU and the New Jersey Treasury
Department has proposed replacing the current gross receipts and
franchise tax on electric and gas utilities with a combination of New
Jersey's existing corporate business tax, New Jersey's existing state
sales and use tax and a transitional tax which will be phased out over
a five or six year time frame.  After the phase-out is completed, the
proposal is expected to significantly reduce the tax burden on electric
and gas utilities and improve their competitive position vis a vis non-
utility energy providers and energy providers in other states. 

    Increased competition and the shift of risks and opportunities
between rate payers and PSE&G resulting from PSE&G's filing of its
proposed Alternative Rate Plan (See Note 1, Rate Matters of Notes) will
increase the emphasis upon electric operational reliability, efficiency
and cost.  While the incremental cost of nuclear production is less
expensive than PSE&G's other sources of generation, comparatively high
embedded costs for nuclear plants increase the need for PSE&G to
optimize the utilization of its nuclear generating capacity in order to
make its actual generation output cost competitive.



  Nuclear Operations

    Both of the Salem units are currently out of service and their
return dates are subject to completion of testing, analysis, repair
activity and NRC concurrence that they are prepared to restart.  Restart
of Salem 1 will be delayed as a result of the ongoing steam generator
inspection and analysis.  PSE&G is currently considering three repair
and replacement options for the steam generators in Salem 1.  The first
option, repairing of degraded tubes by sleeving, has an estimated cost
of $19 to $38 million (PSE&G's share would be $8 to $16 million) and
would permit Salem 1 to operate for up to one cycle.  This option would,
however, require further repair expenditures to permit the unit to
continue to operate after this 18 month period.  The second option,
replacing the steam generators with unused steam generators from a
utility that had previously canceled a new plant, has an estimated cost
of $150 to $170 million (PSE&G's share would be $64 to $72 million) and
would permit the plant to operate for the remainder of its license term. 
The third option would combine the first option's repair with
replacement by a newly constructed steam generator at the end of three
years and would cost of $169 to $208 million (PSE&G's share would be $72
to $88 million).  This option could involve additional inspections,
repairs and/or mid-cycle outage costs.  Implementation of one or more
of these options may enable Salem 1 to return to service by mid-1997.
Evaluations of the repair/replacement options and decisions by the Salem 
co-owners on the preferred course of action are expected to be completed
by the end of the second quarter of 1996. Completion of the
repair/replacement option selected is not expected to materially
increase PSE&G's current construction program (See Construction and Fuel
Supplies).  Salem 2, which is also undergoing steam generator inspection
and analysis is scheduled to return to service by the end of August
1996.  The inability to successfully return these units to continuous,
safe operation could have a material effect on the financial position,
results of operation and net cash flows of Enterprise and PSE&G.

  Results of Operations

    Earnings per share of Enterprise Common Stock were $0.79 for the 
three months ended March 31, 1996, a decrease of $.08 per share of
Common Stock from the comparable 1995 period.

    Earnings per share of Enterprise Common Stock were $2.63 for the
twelve-month period ended March 31, 1996, a decrease of $.07 per share 
of Common Stock from the comparable 1995 period.

    The decrease in first quarter and twelve-month earnings was
primarily due to higher maintenance expenses associated with the
shutdown of Salem Nuclear Generating Station, the scheduled refueling
outage of the Hope Creek Nuclear Generating Station, increased
depreciation expense due to more plant in service and a decrease in the
Allowance for Funds Used During Construction due to a decrease in
construction work in progress.


These negative variances were partially offset by increased off-system
gas sales and increased residential sales during this winter season.

    PSE&G - Earnings Available to Enterprise



                                         Increase or (Decrease)
                                    -----------------------------------
                                      Three Months        Twelve Months
                                     Ended March 31,    Ended March 31,
                                              1996 vs. 1995    1996  vs.  1995
                                             ----------------  ---------------
                                                         Per              Per
                                               Amount   Share   Amount   Share
                                               ------  ------   ------  ------
                                              (Millions, except Per Share Data)
                                                           
PSE&G
Revenues (net of fuel costs and gross 
  receipts taxes).............................. $  43   $ .18   $  99    $  .40
Other operation expenses.......................   (23)   (.09)     (7)     (.03)
Maintenance expenses...........................   (31)   (.13)    (48)     (.20)
Depreciation and amortization expenses.........    (9)   (.04)    (40)     (.16)
Federal income taxes...........................     8     .03     (30)     (.12)
Interest charges...............................    (2)   (.01)     (5)     (.02)
Allowance for Funds used During  Construction
 (AFDC).........................................   (6)   (.02)    (11)     (.04)
Preferred Securities Dividend Requirements.....    --     --       (5)     (.02)
Other income and expenses......................    (2)   (.01)      2       .01
                                                -----    -----   -----    -----
Earnings Available to Enterprise............... $ (22)  $(.09)   $(45)   $ (.18)
                                                =====    =====   =====    =====




    PSE&G - Revenues

         Electric
 
    Revenues increased $13 million, or 1%, and $239 million, or 6% for
the three and twelve-month periods ended March 31, 1996 over the
comparable periods of 1995 primarily due to a higher recovery of energy
costs, increased residential and commercial sales due to colder weather
during the current heating season and the continued moderate growth in
the economy during the last few years.  The significant components of
these changes follow:
 




                                           Increase or (Decrease)
                                     -----------------------------------
                                          Three Months        Twelve Months
                                         Ended March 31,    Ended March 31,
                                                  1996 vs. 1995    1996  vs.  1995
                                                ----------------  ---------------
                                                              (Millions) 
                                                                 
Kilowatthour sales...............................       $   4             $  30
Recovery of energy costs.........................           8               156
NJGRT............................................           4                16
Other operating revenues.........................          (3)               37
                                                         -----            -----
Total Electric Revenues..........................       $  13             $ 239 
                                                         =====            ===== 
         Gas
 
    Revenues increased $162 million, or 26%, and $237 million, or 15%
for the three and twelve-month periods ended March 31, 1996 over the
comparable periods of 1995 primarily due to a higher recovery of fuel
costs, increased residential sales due to colder weather during the
current heating season and increased cogeneration sales. Other operating
revenues increased due to an increase in off-system sales.  Off-system
sales are sales of excess gas to brokers and other utilities which are
not part of PSE&G's firm customer base.  The significant components of
these changes follow:




                                         Increase or (Decrease)
                                        -----------------------------------
                                          Three Months       Twelve Months
                                         Ended March 31,   Ended March 31,
                                                  1996 vs. 1995    1996  vs.  1995
                                                ----------------  ---------------   
                                                          (Millions)
                                                               
  Therm sales...................................     $   29            $  (9)
  Recovery of fuel costs........................        120              163
  NJGRT.........................................          8               42
  Other operating revenues......................          5               41
                                                       -----            ----- 
              Total Gas Revenues................     $  162            $ 237
                                                       =====            ===== 

 


    PSE&G - Expense

         Fuel Expenses

    Variances in fuel expenses do not directly affect earnings because
of fuel adjustment clauses which are part of PSE&G's rates (See Note 1 -
Rate Matters of Notes).  However, if the proposed Alternative Rate Plan
is adopted as filed, future changes in electric fuel and replacement
power costs could impact earnings.

         Other Operation Expenses

    During the first quarter of 1996, other operation expenses
increased $23 million or 10% from the comparable 1995 period due to
increased costs associated with the Hope Creek refueling outage,
increased labor costs for electric distribution related to emergency
work, increased labor expenses for the gas business as a result of
colder weather conditions and higher uncollectibles and conservation
costs.

    For the twelve months ended March 31, 1996, other operation
expenses increased $7 million or 1% from the comparable 1995 period due
to restart and outage costs at Salem, higher conservation costs for both
the electric and gas business and higher administrative and general
expenses for the Peach Bottom Station.

         Maintenance Expenses

    Maintenance expenses increased $31 million and $48 million for the
three and twelve-month periods ended March 31, 1996 from the same
periods ended March 31, 1995.  The three and twelve-month increases are
due to refueling outage expenses and increased labor expenses associated
with the shutdown of the Salem Nuclear Generating Station and the
refueling and maintenance outage of the Hope Creek Nuclear Generating
Station.

         Depreciation and Amortization Expenses

    Depreciation and amortization expenses increased $9 million and $40
million for the three and twelve-month periods ended March 31, 1996 from
the same periods ended March 31, 1995.  The three and twelve-month
increases are primarily due to the placement in service of the repowered
Bergen Generating Station, completed in September 1995, and additions
to plant in service.



         Federal Income Taxes

    Federal income taxes decreased $8 million and increased $31 million
for the three and twelve-month periods ended March 31, 1996 from the
same periods ended March 31, 1995.  The three month decrease is
primarily due to the decrease in 1996 pre-tax income and the twelve-
month increase is principally due to the receipt of a non-taxable
insurance benefit in 1994.

         Interest Charges

    Interest charges for the three and twelve-month period ended March
31, 1996 increased $2 million and $5 million compared to the same period
ended March 31, 1995.  The three and twelve-month increases are
primarily due to a higher daily balance of short-term debt outstanding
at higher interest rates.

         Allowance for Funds Used During Construction

    For the first quarter of 1996, there was a $6 million decrease in
AFDC from the first quarter of 1995.  This was principally due to a
lower AFDC rate and a decrease in construction work in progress, due
primarily to the completion of the repowering of Bergen Generating
Station and its placement into service in September 1995.

    For the twelve months ended March 31, 1996, there was an $11
million decrease in AFDC from the twelve months ended March 31, 1995. 
This was principally due to a decrease in construction work in progress,
due primarily to the completion of the repowering of Bergen Generating
Station and its placement into service in September 1995.

    Preferred Securities

    Dividend requirements on preferred securities increased $5 million
for the twelve month period ended March 31, 1996 over the comparable
twelve month period of 1995.  The increase is due to the issuance of
higher rate Monthly Income Preferred Securities used to redeem certain
issues of PSE&G Preferred Stock.



    EDHI - Earnings Available to Enterprise


                               Increase or (Decrease)
                              -----------------------------------
                                Three Months            Twelve Months
                               Ended March 31,       Ended March 31,
                                   1996 vs. 1995        1996  vs.  1995
                                  ----------------      ---------------
                                             Per                  Per
                                   Amount    Share      Amount     Share
                                   ------   ------      ------    ------
                                     (Millions, except Per Share Data)
                                                

     PSRC.....................    (2)     (.01)      (7)      (.03)
     CEA......................    (2)     (.01)      (4)      (.02)
     EDC......................     9       .03       40        .16
     EGDC.....................    (1)       --       (1)       --
                               -----      -----    -----     -----
             Total............     4       .01       28        .11
                               =====      =====    =====     =====


    The net income of EDHI was $18 million for the quarter ended March
31, 1996, a $4 million increase over the comparable 1995 quarter.  The
increase is primarily due to Energy Development Corporation (EDC), which
saw its income increase $9 million due to higher oil and gas prices and
volumes.  Public Service Resources Corporation 's (PSRC) income
decreased $2 million due to lower income from limited partnerships,
partially offset by an increase in market values of securities. 
Community Energy Alternative Incorporated 's (CEA) income decreased $2
million due to higher development expenses.

    The net income of EDHI was $83 million for the twelve month period
ended March 31, 1996, an increase of $28 million over the twelve month
period ended March 31, 1995.  This is primarily due to EDC, which saw
its income increase $40 million, of which $23 million was due to the
realization of a settlement related to a take-or-pay sales contract. 
The remaining increase was due to higher gas prices and higher oil
prices and volumes.



  Dividends

    Dividends paid to holders of PSE&G's Preferred Stock during the 
three and twelve month periods ended March 31, 1996 decreased $1.2
million and $6.3 million, respectively, over the comparable 1995
periods.  The three and twelve-month decreases are due to the redemption
of certain series of preferred stock. (See Liquidity and Capital
Resources.)

    Dividends payable to holders of Monthly Income Preferred Securities
of Public Service Electric and Gas Capital, L.P. (Partnership), a
limited partnership of which PSE&G is the general partner, increased
$1.2 million and $11.7 million during the three and twelve month periods
ended March 31, 1996 over the comparable 1995 periods.  The three and
twelve-month increases are due to the issuance of additional securities. 

Liquidity and Capital Resources
 
    Enterprise's liquidity is affected by maturing debt, investment and
acquisition activities, the capital requirements of PSE&G's and EDHI's
construction and investment programs, permitted regulatory recovery of
expenses and collection of revenues.  Capital resources available to
meet such requirements depend upon general and regional economic
conditions, PSE&G's customer retention and growth, the ability of PSE&G
and EDHI to meet competitive pressures and to contain costs, the
adequacy and timeliness of rate relief, cost recovery and necessary
regulatory approvals, the ability to continue to operate and maintain
nuclear plants in accordance with NRC and BPU requirements, the impact
of environmental regulations, continued access to the capital markets
and continued favorable regulatory treatment of consolidated tax
benefits.  (For additional information see the discussion of Competition
above and Note 2, Commitments and Contingent Liabilities of the Notes.)



    PSE&G

    For the three-month period ended March 31, 1996, PSE&G had utility
plant additions, including AFDC, of $101 million, a decrease of $37
million from the corresponding period in 1995. For the twelve-month
period ended March 31, 1996, PSE&G had utility plant additions,
including AFDC, of $649 million, a decrease of $202 million from the
corresponding period in 1995.  Construction expenditures were related
to improvements in PSE&G's existing power plants, transmission and
distribution system, gas system and common facilities.  PSE&G also
expended, for the cost of plant removal (net of salvage), $11 million
and $39 million for the three-month and twelve-month periods ended March
31, 1996, respectively, compared to $2 million and $28 million for the
corresponding periods in 1995.
 
    PSE&G expects that it will be able to internally generate all of
its capital requirements, including construction expenditures, over the
next five years and reduce its debt outstanding by approximately $1
billion, assuming adequate and timely recovery of costs, as to which no
assurances can be given. (See Note 1 -- Rate Matters and Note 2 --
Commitments and Contingent Liabilities of Notes.)

    EDHI
 
    During the next five years, a majority of EDHI's capital
requirements are expected to be provided from operational cash flows.
CEA is expected to be the primary vehicle for EDHI's business growth. 
A significant portion of CEA's growth is expected to occur in the
international arena due to the current and anticipated growth in
electric capacity required in certain regions of the world.  EDC will
continue to pursue a program to grow its reserve base through a
combination of strategic acquisitions, high potential exploration
activities and exploitation of its acquired properties and new
discoveries.  For discussion regarding the potential divestiture of EDC,
see Overview.



    PSRC will continue to limit new investments to those related to
energy businesses, while Enterprise Group Development Corporation (EGDC)
will continue to exit the real estate business in a prudent manner. Over
the next several years, EDHI and its subsidiaries will also be required
to refinance a portion of their maturing debt in order to meet their
capital requirements. In addition, any divestiture of EDC will require
the renegotiation of existing loan agreements of Enterprise Capital
Funding Corporation (Funding).  Any inability to extend or replace
maturing debt and or existing agreements at current levels and interest
rates may affect future earnings and result in an increase in EDHI's
cost of capital.

    PSRC is a limited partner in various limited partnerships and is
committed to make investments from time to time, upon the request of the
respective general partners. At March 31, 1996, $58 million remained as
PSRC's unfunded commitment subject to call.
 
    EDHI and each of its subsidiaries are subject to restrictive
business and financial covenants contained in existing debt agreements
and are required to not exceed various debt to equity ratios which vary
from 3:1 to 1.75:1. EDHI is also required to maintain a twelve-months
earnings before interest and taxes to interest (EBIT) coverage ratio of
at least 1.35:1. As of March 31, 1996 and 1995, EDHI had a consolidated
debt to equity ratio of 1.11:1 and 1.13:1, respectively, and for the
twelve months ended March 31, 1996 and 1995, EBIT coverage ratios, as
defined to exclude the effects of EGDC, of 2.60:1 and 1.87:1,
respectively. Compliance with applicable financial covenants will depend
upon future financial position and levels of earnings, as to which no
assurance can be given.

    Long-Term Investments and Real Estate

    Long-Term investments and real estate increased $7 million for the
three-month period ended March 31, 1996 primarily due to an increase 
in Public Service Conservation Resources Corporation 's (PSCRC) long-
term investments. Long-Term investments and real estate increased $6
million for the three-month period ended March 31, 1995 due to PSRC and
EGDC partnership investments, partially offset by CEA capital returns
from partnerships.

    Long-Term investments and real estate increased $83 million for the
twelve-month period ended March 31, 1996 primarily due to an increase
in PSCRC's long-term investments.  Long-Term investments and real estate
decreased $32 million for the twelve-month period ended March 31, 1995
primarily due to a net decrease in PSE&G's investment in an insurance
contract, partially offset by PSRC and CEA investments in partnerships. 




    PSRC, through its Kohlberg, Kravis, Roberts and Co. (KKR) Leveraged
Buy-Out Fund, was the beneficial owner of common stock in First
Interstate Bank, which had a book value of $6.2 million.  On April 1,
1996, First Interstate Bank was acquired by Wells Fargo Bank and,
subsequent to that merger, the investment was sold by KKR resulting in
a PSRC after-tax gain of approximately $11.8 million.

    PSRC, through its KKR Leveraged Buy-Out Fund, was also the
beneficial owner of common stock in a company which has suffered
earnings disappointments. In April 1996, PSRC recorded an after-tax
valuation allowance of approximately $4.6 million against this
investment.

    Continuing its program of prudently exiting the real estate
business, EGDC signed an agreement in April 1996 to sell an office
project located in Valley Forge, Pennsylvania for approximately the book
value ($9.5 million) of the project.  The sale is expected to close in
July 1996.

     Internal Generation of Cash from Operations

    Enterprise's cash from operations is generated primarily from the
operating activities of PSE&G.

    Enterprise's cash provided by operations for three months ended
March 31, 1996 in the amount of $700 million was substantially the same
as the corresponding period in 1995.  The increase in PSE&G's revenues
(partially offset by the increase in accounts receivable and unbilled
revenues), was substantially offset by an increase in PSE&G's operation
and maintenance expense (mainly gas purchased and the Salem outage and
Hope Creek refueling, respectively). For additional information see
Results of Operations.

    Enterprise's cash provided by operations for twelve months ended
March 31, 1996 increased $308 million to $1.494 billion from the
corresponding period in 1995.  This increase is primarily due to the
increase in PSE&G's revenues partially offset by an increase in accounts
receivable and unbilled revenues and a decrease in PSE&G's gross
receipts taxes.  For additional information see Results of Operations.



    External Financings - PSE&G

    The BPU has authorized PSE&G to issue approximately $4.375 billion
aggregate amount of additional Bonds/MTNs/Preferred Stock/Preferred
Securities through 1997 for refunding purposes.  Under its Mortgage,
PSE&G may issue new Bonds against retired Bonds and, as of March 31,
1996, up to $2.840 billion aggregate amount of new Bonds against
previous additions and improvements to utility plant, provided that the
ratio of earnings to fixed charges is at least 2:1.  At March 31, 1996
the ratio was 2.70:1.

    In January 1996, PSE&G issued $350 million of Bonds. The net
proceeds from the sale were deposited in an escrow account for the
purpose of refunding certain higher cost bonds at their respective first
optional redemption dates in November 1996 and February 1997.

    On April 23, 1996, PSE&G filed a registration statement with the
SEC relating to the sale of up to $350 million of Quarterly Income
Preferred Securities.  The proceeds from these securities will be used
for general corporate purposes and to redeem outstanding preferred
stock.

    The BPU has authorized PSE&G to issue and have outstanding at any
one time through January 1, 1997 not more than $1 billion of its short-
term obligations, consisting of commercial paper and other unsecured
borrowings from banks and other lenders.  On March 31, 1996, PSE&G had
$632 million of short-term debt outstanding.

    To provide liquidity for its commercial paper program, PSE&G has
a $500 million one year revolving credit agreement expiring in August
1996 and a $500 million five year revolving credit agreement expiring
in August 2000 with a group of commercial banks, which provides for
borrowing up to one year. On March 31, 1996, there were no borrowings
outstanding under these credit agreements.  PSE&G expects to be able to
renew the credit agreement expiring in 1996.

    PSCRC has a $30 million revolving credit facility supported by a
PSE&G subscription agreement in an aggregate amount of $30 million which
terminates on March 6, 1997.  As of March 31, 1996, PSCRC had $30
million outstanding under this facility.

    In March 1996, PSCRC entered into a secured term loan facility for
loans maturing in three to five years up to $40 million.  The agreement
terminates in March 1998.  As of March 31, 1996, there was $2 million
outstanding under this facility.

    PSE&G Fuel Corporation (Fuelco) has a $150 million commercial paper
program to finance a 42.49% share of Peach Bottom nuclear fuel,
supported by a $150 million revolving credit facility with a group of
banks. The credit facility expires on June 28, 1996, however, an
extension is currently being negotiated. PSE&G has guaranteed repayment
of Fuelco's respective obligations.  As of March 31, 1996, Fuelco had
commercial paper of $80 million outstanding under such program.



    External Financings - EDHI

    Funding has a commercial paper program, supported by a commercial
bank letter of credit and credit facility, in the amount of $225 million
expiring in March 1998.  As of March 31, 1996, Funding had $186 million
of borrowings outstanding under this commercial paper program.

    Additionally, Funding has a $225 million revolving credit facility
expiring in March 1998.  As of March 31, 1996, Funding had $100 million
of borrowings outstanding under this facility.

PSEG Capital Corporation's (Capital) MTN program provides for an
aggregate principal amount of up to $650 million of MTNs so that its
total debt outstanding at any time, including MTNs, would not exceed
such amount.  At March 31, 1996, Capital had total debt outstanding of
$461 million, including $355 million of MTNs.


                          PSE&G


    The information required by this item is incorporated herein by
reference to the following portions of Enterprise's Management's
Discussion and Analysis of Financial Condition and Results of
Operations, insofar as they relate to PSE&G and its subsidiaries:
Overview; Competition; Nuclear Operations; Results of Operations;
Dividends; Liquidity and Capital Resources; Long-Term Investments and
Real Estate; Internal Generation of Cash from Operations; and  External
Financings.

 
                 PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED 

PART II.  OTHER INFORMATION 

Item 1.   Legal Proceedings
- ------    -----------------

    Certain information reported under Item 1 of Part I of Enterprise's 
and PSE&G's Annual Reports to the SEC on Form 10-K for 1995 (the "Form
10-K") is updated herein at the respective pages indicated.  References
are to the related pages and paragraph(s) of the Form 10-Q.

    As previously reported in a current report on Form 8-K filed on
March 14, 1996, PSE&G and the three other co-owners of Salem filed suit 
in February 1996 in the United States District Court for the District
of New Jersey against Westinghouse Electric Corporation (Westinghouse)
seeking damages to recover the cost of replacing the steam generators
at Salem Units 1 and 2.  The suit alleges fraud and breach of contract
by Westinghouse in the sale, installation and maintenance of the
generators.  Westinghouse filed an answer and $2.5 million counterclaim
for unpaid work related to services at Salem on April 30, 1996.

    As also reported in the March 14th Form 8-K, the co-owners of Salem
have filed lawsuits against Enterprise and PSE&G in the United States
District Court for the Eastern District of Pennsylvania and in the New
Jersey Superior Court alleging mismanagement by PSE&G in its operation
of Salem and are seeking unspecified compensatory and punitive damages. 
PSE&G's answers regarding these matters are presently required to be
filed in late May. While PSE&G cannot predict the outcome of these
proceedings, PSE&G believes it has operated Salem in accordance with the
requirements of the owners agreement and applicable law.  PSE&G believes
it has substantial and valid defenses and will vigorously oppose both
of these actions.

    As reported in the Form 10-K at page 39 and in the March 14th Form
8-K, three shareholder derivative action civil complaints have been
filed against Enterprise and certain of its directors and officers
seeking to recover unspecified damages for alleged losses purportedly
arising out of PSE&G's operations of Salem and Hope Creek.  Enterprise's
answers with respect to these actions are expected to be required to be
filed in June 1996.

    In addition, see the following at the pages indicated:
 
    (1) Page 11. Proceedings before the BPU relating to PSE&G's
proposed Alternative Rate Plan, Docket No. E096010028.  Form 10-K, Page
73.
 


PART II.  OTHER INFORMATION - (Continued)

Item 1.   Legal Proceedings - (Concluded)
- ------    -------------------------------

    (2)  Page 13. Proceedings before the BPU relating to PSE&G's LGAC
filed October 2, 1995, Docket No. GR9510456.  Form 10-K, Page 75.

    (3) Page 13. Proceedings before the BPU relating to recovery of
replacement power costs in connection with the April 1994 Salem 1
shutdown, Docket No. ER94070293. Form 10-K, Page 75.
 
    (4) Page 13. Generic proceeding before the BPU relating to recovery
of capacity costs associated with power purchases from cogenerators, 
Docket No. EX93060255. Form 10-K, Page 76.

    (5) Page 13. Generic proceedings before the BPU relating to
standards for "off tariff" negotiated rate agreement programs, Docket
No. EX95070320. Form 10-K, Page 76.




Item 4.   Submission of Matters to a Vote of Security Holders
- ------    ---------------------------------------------------

    Enterprise's Annual Meeting of Stockholders was held on April 16,
1996. Proxies for the meeting were solicited pursuant to Regulation 14A
under the Securities Exchange Act of 1934.  There was no solicitation
of proxies in opposition to management's nominees as listed in the proxy
statement and all of management's nominees were elected to the board of
directors. Details of the voting are provided below:

                                                               Votes  
                                               Votes For        Withheld 
                                            ---------        -------- 
Proposal 1 - Election of Directors
     Class I - Term expiring 1997                                     
        
          Forrest J. Remick..............  197,707,113      4,533,230
  
     Class II- Term expiring 1999

          T. J. Dermot Dunphy............  197,876,136      4,364,207
          Raymond V. Gilmartin...........  197,863,646      4,376,697
          Josh S. Weston.................  197,806,930      4,433,413

     
                                                 Votes      Votes 
                                Votes For       Against   Abstaining
                               ---------      ---------  ----------
Proposal 2 -
   Appointment of Deloitte &
   Touche LLP as Independent
   Auditors for 1996........   199,726,538     1,070,013   1,443,792


There were no broker non-votes with respect to either item.

   
                 PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED 

PART II.  OTHER INFORMATION - (Continued)

Item 5.  Other Information
- ------   -----------------

    Certain information reported under Item 1 of Part I of Enterprise's
and PSE&G's Annual Reports to the Securities and Exchange Commission on
Form  10-K for 1995 (the "Form 10-K") is updated below.  References are
to the related pages and paragraph(s) of the Form 10-K as printed and
distributed.

  Credit Ratings

    Form 10-K, Page 5, Paragraph 6
    ------------------------------

    As a component of issuing ratings, each rating agency issues its
opinion of the credit trend or outlook for the entity being rated.  For
PSE&G, each of the four rating agencies currently evaluate that trend
or outlook as negative.

  PSE&G - Nuclear Operations

    Form 10-K, Page 10, Paragraph 4
    -------------------------------

    The scheduled 1996, 1997, and 1998 refueling outages, each
estimated at eight to ten weeks duration, for PSE&G's five licensed
nuclear units are expected to commence in the following months:



                                        REFUELING OUTAGES
                       --------------------------------------------
                          1996             1997             1998
                      -------------    -------------   -------------
                                                
   Salem 1..........      --               --                --
   Salem 2..........      --               --             February
   Hope Creek.......      --             September           --
   Peach Bottom 2...    September          --             September
   Peach Bottom 3...      --             September           --



   
                 PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED 

PART II.  OTHER INFORMATION - (Continued)

Item 5.  Other Information - (Continued)
- ------   ------------------------------

    Form 10-K, Page 10 thru Page 12
    -------------------------------

    With respect to Salem 1, the most recent inspection of the steam
generators is not complete, but partial results from eddy current
inspections in February 1996 show indications of degradation in a
significant number of tubes.  PSE&G has removed several tubes for
laboratory examination to confirm the results of the inspections.  PSE&G
has been evaluating several options which include repair of degraded
tubes by sleeving at locations found to contain crack-like indications,
replacement of the steam generators with existing unused steam
generators from a utility that had previously canceled a new plant, or
repair for an interim period and then replacement of the steam
generators with newly constructed steam generators.  These evaluations
are expected to be completed in the second quarter of 1996. 
Implementation of one or more of these options may enable the return to
service of Salem unit 1 by mid-1997.

     The preliminary results of the Salem 2 inspections confirm that
the condition of the Salem 2 steam generators is well within current
repair limits.  PSE&G had also removed several tubes from Salem 2 steam
generators for laboratory analysis to confirm the results of testing. 
Repairs to Salem 2 steam generators will be completed in the Second
Quarter of 1996 to support the scheduled return to service by the end
of August 1996. 

    PSE&G had planned to return Salem 1 to service in the second
quarter of 1996 and Salem 2 in the third quarter of 1996.  As a result
of the extent of the previously discovered degradation in the Salem 1
steam generators, PSE&G is focusing its efforts on the return of Salem
2 to service by the end of August 1996.  The conduct of the additional
steam generator inspections and testing on Salem 2 is not expected to
affect the timing of its restart. The timing of the restart is subject
to completion of the requirements of the restart plan to the
satisfaction of PSE&G and the NRC, which encompasses a review and
improvement of personnel, process and equipment issues.

   
                 PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED 

PART II.  OTHER INFORMATION - (Continued)

Item 5.  Other Information - (Continued)
- ------   -------------------------------

    Form 10-K, Page 10 thru Page 12 - (Continued)
    ---------------------------------------------

    The restart plan status is as follows:

         Two of the five NRC Confirmatory Action Letter
         requirements were recognized as complete by the NRC on
         February 13, 1996.  A third item has been addressed by
         PSE&G and approval by the NRC is pending;

         Comprehensive action plans concerning people and process
         issues are approximately 85% task complete;

         A detailed Salem 2 schedule integrating equipment
         maintenance, upgrades and testing has been developed and
         work is on schedule.

    Based on the above, PSE&G is not aware of any constraints which
will prevent Salem 2 from returning to service by the end of August
1996.

    Based upon current projections and assumptions regarding PSE&G's
five nuclear units during 1996, including the return of Hope Creek on
March 25, 1996, the return of Salem 2 by the end of August 1996, and the
continued outage of Salem 1 for the remainder of the year, the 1996
aggregate capacity factor would be approximately 57%, which would result
in a penalty of approximately $12 million. 

   
                 PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED 

PART II.  OTHER INFORMATION - (Continued)

Item 5.  Other Information - (Continued)
- ------   -------------------------------

  PSE&G - Nuclear Operations - Hope Creek

    Form 10-K, Page 12, Paragraph 7
    -------------------------------

    Hope Creek completed its sixth refueling and maintenance outage on
March 25, 1996.

  PSE&G - Nuclear Operations - Hope Creek

    Form 10-K, Page 13, Paragraph 4
    -------------------------------

    By letter dated January 29, 1996, the NRC requested a meeting with
PSE&G senior management to discuss its concerns regarding declining
trends in performance at Hope Creek. Meetings were held with senior NRC
officials on May 6th and 7th to discuss performance at both Hope Creek
and Salem.  The NRC acknowledged fundamental changes in PSE&G's nuclear
business unit and that those changes provided an overall positive
impression.  The NRC said that PSE&G must demonstrate it has adequately
maintained the design and licensing basis of both units, a generic issue
presently being pursued by the NRC.  The NRC staff indicated that it
will continue to closely monitor performance at Salem and Hope Creek,
including emergency preparedness performance and the effectiveness of
PSE&G's corrective action program.

  PSE&G - Nuclear Operations - Other Nuclear Matters

    Form 10-K, Page 14, Paragraph 5
    -------------------------------

    In a separate matter, as a result of several Boiling Water Reactors
(BWR) experiencing clogging of some emergency core cooling system
suction strainers, which supply water from the suppression pool for
emergency cooling of the core and related structures, the NRC issued a
Bulletin dated May 6, 1996 to operators of BWRs requesting measures be
taken to minimize the potential for clogging.  The NRC has proposed
three resolution options, with a request that actions be completed by
the end of the unit's first refueling outage after January 1997. 
Alternative resolution options will be subject to NRC approval.  PSE&G
expects to submit its planned actions and schedules within 180 days.
PSE&G cannot predict what other actions, if any, the NRC may take on
this matter.


   
                 PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED 

PART II.  OTHER INFORMATION - (Continued)

Item 5.  Other Information - (Continued)
- ------   -------------------------------

  PSE&G - Nuclear Fuel

    Form 10-K, Page 16, Paragraph 2
    -------------------------------

    PECO has also advised PSE&G that it has contracted for the
following segments of the nuclear fuel supply cycle for Peach Bottom 2
and 3 through the following years:

     Nuclear Unit     Conversion    Enrichment    Fabrication

    Peach Bottom 2      (1)           (2)             1999
    Peach Bottom 3      (1)           (2)             1998

(1)      PECO has commitments for 100% of its conversion services for
Peach Bottom through 1997.  Approximately 40% of the conversion service
requirements are covered through 2001.  PECO does not anticipate any
difficulties in obtaining necessary conversion services for Peach
Bottom.

(2)      PECO has commitments for enrichment services for Peach Bottom
under contract with the United States Enrichment Corporation.  The
commitments represent 100% of the enrichment requirements through 1998
and 70% through 1999.  PECO does not anticipate any difficulties in
obtaining necessary enrichment services for Peach Bottom.

  Environmental Controls

    Form 10-K, Page 22, Paragraph 1
    -------------------------------

    During 1995, PSE&G expended approximately $118 million for capital
related expenditures to improve the environment and comply with changing
regulations.  It is estimated that PSE&G will expend approximately $50
million, $32 million, $27 million, $27 million and $13 million in the
years 1996 through 2000, respectively, for such purposes.

   
                 PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED 

PART II.  OTHER INFORMATION - (Continued)

Item 5.  Other Information - (Continued)
- ------   -------------------------------

    FORM 10-K, Page, 26, Paragraph 6
    --------------------------------

    By letter dated April 30, 1996, EPA submitted a letter to PSE&G
directing that PSE&G provide information concerning the nature and
quantity of hazardous substances and/or wastes which may have been
generated, treated, stored or disposed of at two PSE&G facilities
formerly located adjacent to the Passaic River Site.  The two facilities
are PSE&G's former Harrison Gas Plant and Essex Generating Station. 
Federal Comprehensive Environmental Response, Compensation and Liability
Act of 1980 (CERCLA) provides that EPA is authorized to direct any
person to submit such information if there is a reasonable basis to
believe that a release of a hazardous substance occurred at a subject
facility.  PSE&G is currently in the process of preparing to respond to
the EPA's request for these facilities.

    NEW MATTERS
    -----------

    During a recent NRC inspection, Hope Creek received four potential
violations: two of the potential violations concerned failure to
properly implement corrective actions, another concerned a safety
evaluation for a service water system design change, and the last
concerned a violation of Technical Specifications for control rod
testing.  An NRC enforcement conference has been scheduled for June 11,
1996. PSE&G cannot predict what actions, if any, the NRC may take on
this matter.

   
                 PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED 

PART II.  OTHER INFORMATION - (Continued)

Item 5.  Other Information - (Continued)
- ------   -------------------------------

New Information
- ----------------

  Employee Relations

    Form 10-K, Page 19
    ------------------

    PSE&G reached agreement for new contracts with its two largest
unions, the International Brotherhood of Electrical Workers Local Union
94 (IBEW) and Local 855 of the Public Utility Construction and Gas
Appliance Workers (Local 855).  The six year agreements, which were
effective May 1, 1996, provide for both incremental increases in base
wages as well as a series of two percent lump-sum increases over the
next five years.  The agreements allow for some crossover work between
the IBEW and Local 855.  These crossover areas addressed in the
agreements include meter installation/repair work, joint trenching and
markouts.

    PSE&G also reached agreement for new contracts with the Office and
Professional Employees International Union (OPEIU), Local 153 and the
Consolidated Gas Workers Union.  These agreements call for increases of
14% over the six years, annual two percent lump-sum payments over the
first five years of the contract, improvements in shift premiums, travel
and meal allowances and adjustments in medical coverages designed to
provide employees with more options while increasing cost-efficiency. 


    PSE&G has not yet reached an agreement with the Utility Co-workers
Association (representing approximately 1,100 employees).  Negotiations
are still in progress.

    The negotiated agreements provide for the Pension Plan to be
amended effective May 1, 1996 to allow employees the option to retire
early upon attainment of age 55 and completion of 25 or more years of
service.  Also, between May 1, 1996 and April 30, 1997, early retirement
without reduction will be available to employees who have attained age
50 and have completed 30 or more years of service.  This change, coupled
with other benefit modifications, will have a direct impact upon PSE&G's
Pension and Postretirement Benefit Plans.  Presently, the impact has not
been quantified, however, it may have a material effect on results of
operations for Enterprise and PSE&G.

   
                 PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED 

PART II. 

Item 6.   Exhibits and Reports on Form 8-K
- ------    --------------------------------

(a)  A listing of exhibits being filed with this document is as follows:

  Exhibit
   Number                                 Document
   -------       ------------------------------------------------------
     4(A)               Supplemental Indenture dated October 1, 1995
                        between PSE&G  and First Fidelity Bank, National
                        Association, New Jersey,  as Trustee, providing for
                        the issue of First and Refunding  Mortgage Bonds,
                        Pollution Control Series U.

     4(B)               Supplemental Indenture dated October 1, 1995
                        between PSE&G  and First Fidelity Bank, National
                        Association, New Jersey,  as Trustee, providing for
                        the issue of First and Refunding  Mortgage Bonds,
                        Pollution Control Series V.

     12            Computation of Ratios of Earnings to Fixed Charges
                   plus Preferred Securities Dividend Requirements
                   (Enterprise).

     12(A)         Computation of Ratios of Earnings to Fixed Charges
                   (PSE&G).

     12(B)         Computation of Ratios of Earnings to Fixed Charges
                   plus Preferred Securities Dividend Requirements
                   (PSE&G).

     27(A)         Financial Data Schedule (Enterprise)

     27(B)         Financial Data Schedule (PSE&G)



                PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED




(b) Reports on Form 8-K.  
    

Registrant         Date of Report      Item Reported
- ----------         --------------      -------------
Enterprise
and PSE&G               1-19-96             Item 5. Other events (Rate
                                            Matters/ Regulation, PSE&G -
                                            Nuclear Operations/Salem and
                                            Hope Creek, Credit Ratings).


Enterprise
and PSE&G               3-14-96             Item 5. Other events (PSE&G -
                                            Nuclear and PSE&G Operations
                                            - Hope Creek/Nuclear
                                            Performance Standard, Rate
                                            Matters/ Regulation, and
                                            Legal Proceedings).





 
                 PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED 



                               SIGNATURES
                               ----------


    Pursuant to the requirements of the Securities Exchange Act of
1934, the registrants have duly caused these reports to be signed on
their respective behalf by the undersigned thereunto duly authorized. 




                            PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
                            PUBLIC SERVICE ELECTRIC AND GAS COMPANY
                            --------------------------------------------
                                           (Registrants) 


                              By:           PATRICIA A. RADO    
                                  --------------------------------------
                                            Patricia A. Rado 
                                      Vice President and Controller
                                     (Principal Accounting Officer) 

Date:  May 15, 1996