Exhibit 3-1
                              CERTIFICATE OF TRUST
                                       OF
                              PSEG FUNDING TRUST II

      THIS CERTIFICATE OF TRUST of PSEG Funding Trust II (the "Trust"), dated as
of July 31,  2002,  is being  duly  executed  and filed by the  undersigned,  as
trustees,  to form a business  trust under the Delaware  Business  Trust Act (12
Del. C.ss.3801, et seq.) (the "Act").

            (i) Name. The name of the business trust being formed hereby is PSEG
Funding Trust II.

            (ii) Delaware Trustee.  The name and business address of the trustee
of the Trust in the State of  Delaware  are  Wachovia  Trust  Company,  National
Association, One Rodney Square, 920 King Street, Suite 102, Wilmington DE 19801.

            (iii) Counterparts. This Certificate of Trust may be executed in one
or more  counterparts,  all of which together shall  constitute one and the same
instrument.

            (iv) Effective Date. This Certificate of Trust shall be effective as
of its filing with the Secretary of State of the State of Delaware.

      IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
executed  this  Certificate  of Trust  as of the date  first  above  written  in
accordance with Section 3811(a) of the Act.

                                         WACHOVIA TRUST COMPANY, NATIONAL
                                         ASSOCIATION, as Trustee

                                         By: /s/ AMY L. MARTIN
                                             -----------------------------------
                                         Name:   Amy L. Martin
                                         Title:  Assistant Vice President

                                         MORTON A. PLAWNER, as Trustee

                                         /s/ MORTON A. PLAWNER
                                         ---------------------------------------
                                         Morton A. Plawner