EXHIBIT 8

                                  July 10, 2000

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

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

Ladies and Gentlemen:

I am Associate General Counsel of Public Service Enterprise Group Incorporated
and in that capacity have acted as counsel for its wholly-owned subsidiary, PSEG
Energy Holdings Inc., a New Jersey corporation (the "Corporation"), in
connection with the preparation of a Registration Statement on Form S-4 (the
"Registration Statement), which has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), relating to
an offer (the "Exchange Offer") to exchange up to $300,000,000 aggregate
principal amount of the Corporation's 9 1/8 % Senior Notes due 2004 (the
"Exchange Notes") for a like principal amount of its outstanding 9 1/8% Senior
Notes due 2004 (the "Original Notes").

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

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

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




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

                                                     Very truly yours,

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


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