Exhibit 3-2b

                                                           State of Delaware
                                                          Secretary of State
                                                       Division of Corporations
                                                       FILED 08:30 AM 12/27/2001
                                                          010670868 - 2615841

                            CERTIFICATE OF AMENDMENT
                                       OF
                              CERTIFICATE OF TRUST
                                       OF
                             PSE&G CAPITAL TRUST III

      THIS  Certificate  of Amendment of  Certificate  of Trust of PSE&G Capital
Trust III (the  "Trust"),  dated as of December 27, 2001, is being duly executed
and  filed on  behalf  of the  Trust by the  undersigned  trustee  to amend  the
Certificate  of Trust of the Trust,  which was filed with the Secretary of State
of the State of Delaware on April 19, 1996 (the  "Certificate of Trust"),  under
the Delaware Business Trust Act (12 Del. C. ss. 3801, et seq.) (the "Act").

      1.  Name. The name of the business trust is PSE&G Capital Trust III.

      2.  Amendment  of Trust.  Paragraph  (ii) of the  Certificate  of Trust is
hereby amended to read in its entirety as follows:

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

      3.  Effective Date.  This Certificate of Amendment shall be effective upon
filing.

      IN WITNESS WHEREOF, the undersigned trustee of the Trust has duly executed
this  Certificate of Amendment in accordance with Section  3811(a)(2) of the Act
as of the date and year first above written.

                                     FIRST UNION TRUST COMPANY,
                                     NATIONAL ASSOCIATION

                                     By:       /s/ Stephen J. Kaba
                                        ----------------------------------------
                                          Name:  STEPHEN J. KABA
                                          Title: VICE PRESIDENT