EXHIBIT 23.4

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration  Statement on Form S-4 of PSEG
Energy Holdings Inc. of our report dated March 3, 2000 relating to the financial
statements  of GWF Power  Systems,  L.P.,  which  appears  in such  Registration
Statement.

San Fransisco, California                        /s/ Price WaterhouseCoopers LLP
June 14, 2000