Exhibit 3-4

                              CERTIFICATE OF TRUST
                                       OF
                              PSE&G CAPITAL TRUST V

      THIS CERTIFICATE OF TRUST of PSE&G Capital Trust V (the "Trust"), dated as
of July 28,  2003,  is being  duly  executed  and filed by the  undersigned,  as
trustees,  to form a statutory trust under the Delaware  Statutory Trust Act (12
Del. C.ss.3801, et seq.) (the "Act").

            (i) Name.  The name of the  statutory  trust being formed  hereby is
PSE&G Capital Trust V.

            (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 BANK, NATIONAL ASSOCIATION, as Trustee

                                By:  /s/ Sterling C. Correia
                                     -------------------------------------------
                                     Name:  Sterling C. Correia
                                     Title: Vice President

                                WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION, as
                                Trustee

                                By:  /s/ Rita Marie Ritrovato
                                     -------------------------------------------
                                     Name:  Rita M. Ritrovato
                                     Title: Trust Officer

                                MARK G. KAHRER, as Trustee

                                /s/ Mark G. Kahrer
                                ------------------------------------------------


State of Delaware
Secretary of State
Division of Corporations
Delivered 04:08 PM 07/28/2003
FILED 04:08 PM 07/28/2003
SRV 030491591 - 3686617 FILE