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. We also consent to the reference to us under the heading "Experts" in
such Registration Statement.

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