Exhibit 3-8b

                                 AMENDMENT NO. 1
                TO THE TRUST AGREEMENT OF PSE&G CAPITAL TRUST IV

      This Amendment No. 1 to the Trust Agreement of PSE&G Capital Trust IV (the
"Trust"),  dated as of March 1, 2004 (this  "Amendment"),  is entered into among
Public Service Electric and Gas Company, a New Jersey corporation,  as depositor
(the "Depositor"),  Wachovia Trust Company, National Association (formerly known
as First Union Trust Company,  National Association),  as trustee (the "Delaware
Trustee"),  Wachovia Bank, National  Association,  as trustee ("Wachovia Bank"),
and Mark G. Kahrer, an individual, as trustee.

      WHEREAS,  the Depositor,  the Delaware  Trustee and Mark G. Kahrer entered
into a Trust  Agreement,  dated as of  December  21, 2001 (the  "Original  Trust
Agreement"),  and a  Certificate  of the Trust was filed with the  Secretary  of
State of the State of Delaware on December 21, 2001;

      WHEREAS,  the Delaware Trustee has changed its name from First Union Trust
Company, National Association to Wachovia Trust Company, National Association;

      WHEREAS, the Depositor desires to increase the number of trustees to three
(3) and to appoint Wachovia Bank, as additional trustee of the Trust; and

      WHEREAS, to reflect the foregoing,  the parties hereto desire to amend the
Original Trust Agreement.

      IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
agree as follows:

                                    AMENDMENT

      1. The undersigned hereby confirm that First Union Trust Company, National
Association   has  changed  its  name  to  Wachovia  Trust   Company,   National
Association.

      2.  Pursuant to Section 6 of the Trust  Agreement,  the  Depositor  hereby
increases  the number of trustees to three (3) and appoints  Wachovia Bank as an
additional  trustee of the Trust.  Wachovia Bank hereby accepts such appointment
and agrees to be a trustee on the Trust pursuant to the Trust Agreement.

      3. Each reference in the Trust  Agreement to "Business Trust Act" shall be
deemed a reference to the "Statutory Trust Act."

                                  MISCELLANEOUS

      1. This  Amendment  shall be binding upon,  and shall enure to the benefit
of, the parties hereto and their respective successors and assigns.


      2. This Amendment may be executed in  counterparts,  all of which together
shall  constitute one agreement  binding on all parties hereto,  notwithstanding
that all such parties are not signatories to the original or same counterpart.

      3. This Amendment  shall be interpreted in accordance with the laws of the
State of Delaware  (without regard to conflict of laws  principles),  all rights
and remedies being governed by such laws.

      4. Except as modified by this Amendment, the Original Trust Agreement will
remain in full force and effect.

                            [SIGNATURE PAGE FOLLOWS]


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      IN WITNESS  WHEREOF,  the parties  hereto have caused this Amendment to be
duly executed as of the date first above written.

                                    PUBLIC SERVICE ELECTRIC AND GAS COMPANY, as
                                    Depositor

                                    By:   /s/ Morton A. Plawner
                                          -------------------------------------
                                          Name:  Morton A. Plawner
                                          Title:  Vice President and Treasurer

                                     WACHOVIA TRUST COMPANY,
                                     NATIONAL ASSOCIATION,
                                      as Delaware Trustee

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

                                     WACHOVIA BANK,
                                     NATIONAL ASSOCIATION,
                                     as Trustee

                                     By:  /s/ Frank Gallagher
                                          -------------------------------------
                                          Name:  Frank Gallagher
                                          Title:  Vice President

                                     /s/ Mark G. Kahrer
                                     -------------------------------------------
                                     Mark G. Kahrer, as Trustee


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