Exhibit 5-1

                                 ["PSE&G" logo]

                                                  May 3, 2004

Public Service Electric and Gas Company
80 Park Plaza, P.O. Box 570
Newark, NJ  07101-0570

Gentlemen:

      In  connection  with the  proposed  issuance  and sale by  Public  Service
Electric  and  Gas  Company   (hereinafter   called  the  "Company")  of  up  to
$2,500,000,000   initial  offering  price  of  its  Cumulative  Preferred  Stock
(hereinafter  called the "New Preferred  Stock"), I have examined and considered
the following:

      (1)   the Registration Statement,  including the Exhibits, with respect to
            the New Preferred Stock, with which this opinion is being filed; and

      (2)   the form of Bid with the Purchase Agreement attached for the sale of
            the New Preferred Stock, and the form of Certificate of Amendment to
            the Restated  Certificate of  Incorporation of the Company to create
            the New  Preferred  Stock,  filed as Exhibits  to said  Registration
            Statement.

      As  General  Corporate  Counsel  of the  Company  I am  familiar  with the
corporate organization and by-laws of the Company and the statutes and decisions
applicable thereto and to the issuance by the Company of its securities.

      On the basis of the foregoing,  and of my examination and consideration of
such other legal and factual matters as I have deemed  appropriate,  I am of the
following opinion:

      (1)   the Company is a corporation  duly  organized and existing under the
            laws of the State of New Jersey;

      (2)   the  Company,  being a public  utility  company,  is  subject to the
            jurisdiction  of the Board of Public  Utilities  of the State of New
            Jersey ("BPU"), and the issuance and sale of the New Preferred Stock
            by the Company requires the approval of the BPU.

      (3)   Upon

            (a)   the Registration Statement registering the New Preferred Stock
                  under the Securities Act of 1933 becoming effective;


            (b)   the adoption of appropriate  corporate resolutions relating to
                  the  establishment  of the New Preferred  Stock as a series of
                  the Preferred  Stock of the Company,  to the acceptance of the
                  Bid  thereby  evidencing  the  effectiveness  of the  Purchase
                  Agreement  and to the  issuance,  sale and delivery of the New
                  Preferred Stock;

            (c)   the acceptance of the Bid;

            (d)   the  authorization  by the BPU of the issuance and sale of the
                  New Preferred Stock;

            (e)   the  execution of a  Certificate  of Amendment of the Restated
                  Certificate  of  Incorporation  of the  Company,  as  amended,
                  establishing  the  New  Preferred  Stock  as a  series  of the
                  Preferred  Stock  of the  Company,  and  the  filing  of  said
                  Certificate  of Amendment in the office of the  Department  of
                  Treasury of the State of New Jersey; and

            (f)   the execution,  countersigning,  registration  and delivery of
                  certificates  for the New  Preferred  Stock and the receipt by
                  the  Company  of  payment  therefor,  in  accordance  with the
                  authorization  of the BPU and the  provisions  of the Purchase
                  Agreement.

the New Preferred Stock will be legally issued and fully paid and nonassessable.

      This opinion does not cover the necessity of filings under the  provisions
of securities laws of any state in which the New Preferred Stock may be sold.

      I  hereby  consent  to the  use of  this  opinion  as  Exhibit  5-1 to the
above-mentioned Registration Statement relating to the New Preferred Stock.

                                           Very truly yours,

                                           James T. Foran
                                           General Corporate Counsel