Exhibit 5.3

                                  [PSE&G Logo]

                                                              May 3, 2004

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

      Re:   $2,500,000,000  aggregate principal amount of Senior Debt Securities
            (the "Senior Debt Securities") to be issued in one or more series by
            Public Service Electric and Gas Company (the "Company") and/or Trust
            Preferred  Securities (the  "Preferred  Securities") to be issued in
            one or more series by PSE&G Capital  Trust III,  PSE&G Capital Trust
            IV, PSE&G Capital Trust V, PSE&G Capital Trust VI, and PSE&G Capital
            Trust  VII  (the  "Trusts")  and  Guarantees  with  respect  to  the
            Preferred  Securities  (the  "Guarantees")  and Deferrable  Interest
            Subordinated Debentures (the "Subordinated Debentures") to be issued
            in one or more series by the Company.

Ladies and Gentlemen:

      I am General  Corporate  Counsel of the Company and, in that  capacity,  I
have represented the Company in connection with the proposed issuance, from time
to time,  by the  Trusts  of the  Preferred  Securities  and the  execution  and
delivery by the Company of the Senior Debt  Securities,  the  Guarantees and the
Subordinated  Debentures.  The Senior Debt  Securities  will be issued  under an
indenture,  dated as of December 1, 2000 (as supplemented from time to time, the
"2000  Indenture")  between the Company and First Union National Bank (now known
as Wachovia Bank, National Association) as Trustee. The Subordinated  Debentures
will be issued  under an  indenture  (as  supplemented  from  time to time,  the
"Indenture")  to be entered  into  between  the  Company  and the  Trustee.  All
capitalized  terms used herein  unless  defined  herein  shall have the meanings
specified in the Registration Statement hereinafter described.

      I and/or  attorneys  working  under my  supervision  have  conducted  such
investigations of laws and regulations as I have deemed necessary or appropriate
for the purpose of rendering the opinions hereinafter expressed.

      The opinions expressed below are based on the following assumptions:


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      (a) Each of the Trusts have been duly  created  and are  validly  existing
under the laws of the State of Delaware;

      (b) The Registration Statement on Form S-3 (the "Registration  Statement")
filed by the Company and the Trusts with respect to the Senior Debt  Securities,
the Preferred  Securities,  the Guarantees and the Subordinated  Debentures will
become effective;

      (c) The proposed transactions  contemplated by the Registration  Statement
will be carried out on the basis set forth  therein and in  conformity  with the
authorizations,  approvals,  consents or exemptions under the securities laws of
various states and other jurisdictions of the United States;

      (d) Prior to the issuance of any  securities  by the Company,  an order of
the Board of Public  Utilities  of the State of New Jersey will have  authorized
the  issuance  and  sale  of  such  securities  and  the  execution  of  related
indentures;

      (e) Prior to the  issuance  of any series of Senior Debt  Securities,  the
Board of Directors of the Company (the "Board"), a committee thereof or the Sale
and Pricing  Committee  of the  Company  ("Committee"),  pursuant  to  delegated
authority from the Board,  will have authorized the issuance of, and established
the terms of such series of Senior Debt Securities.

      (f)  Prior  to  the  issuance  of  any  series  of  Preferred  Securities,
Guarantees and Subordinated Debentures:

            (i)   the depositor of the Trust will authorize the issuance of, and
                  determine the terms of, such series of Preferred Securities;

            (ii)  the  Indenture  will have been  executed and  delivered by the
                  Company,  and the Board, a committee thereof or the Committee,
                  pursuant  to  delegated  authority  from the Board,  will have
                  authorized the issuance of, and  established  the terms of the
                  series of the Subordinated  Debentures  related to such series
                  of Preferred Securities; and

            (iii) the Guarantee  related to such series of Preferred  Securities
                  will  have been  executed  and  delivered  by the  Company  in
                  accordance  with  appropriate  resolutions  of  the  Board  of
                  Directors of the Company, a committee thereof or the Committee
                  pursuant to such delegated authority.


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      (g) The  Indentures  and the  Guarantees  will each have been qualified in
accordance with the provisions of the Trust Indenture Act of 1939, as amended.

      Based upon the foregoing and subject to the  limitations  herein,  I am of
the opinion that:

      1. The Company is a corporation  duly  organized and validly  existing and
authorized to exercise its corporate  powers,  rights and  privileges  under the
laws of the State of New Jersey.

      2. When properly executed,  authenticated and delivered as provided in the
2001 Indenture,  the Senior Debt  Securities  will be legally issued,  valid and
binding obligations of the Company, subject to applicable bankruptcy, insolvency
(including,  without  limitation,  all laws relating to  fraudulent  transfers),
reorganization,  moratorium  or other  similar laws relating to or affecting the
enforcement of creditors' rights generally and (ii) general equitable principles
(regardless of whether enforcement is considered in a proceeding in equity or at
law), and except further as enforcement  thereof may be limited by  requirements
that a claim with  respect to any  securities  payable in a foreign or corporate
currency (or a foreign or composite  currency judgment in respect of such claim)
be  converted  into U.S.  dollars  at a rate of  exchange  prevailing  on a date
determine  pursuant to  applicable  law or by  governmental  authority to limit,
delay or prohibit the making of payments outside the United States.

      3.  When  properly  executed,  authenticated,  delivered  and  paid for as
provided in the Indenture,  the Subordinated  Debentures will be legally issued,
valid and binding obligations of the Company,  subject to applicable bankruptcy,
insolvency  (including,  without  limitation,  all laws  relating to  fraudulent
transfers),  reorganization,  moratorium  or other  similar laws  relating to or
affecting  the  enforcement  of  creditors'  rights  generally  and (ii) general
equitable  principles  (regardless  of whether  enforcement  is  considered in a
proceeding in equity or at law), and except  further as enforcement  thereof may
be limited by requirements  that a claim with respect to any securities  payable
in a foreign or corporate  currency (or a foreign or composite currency judgment
in respect of such claim) be converted  into U.S.  dollars at a rate of exchange
prevailing on a date  determine  pursuant to applicable  law or by  governmental
authority to limit,  delay or prohibit the making of payments outside the United
States.

      4. When  properly  executed and delivered by the Company,  the  Guarantees
will be valid and binding  obligations  of the  Company,  subject to  applicable
bankruptcy,  insolvency  (including,  without  limitation,  all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws relating
to or affecting the enforcement of creditors'  rights generally and (ii) general
equitable  principles  (regardless  of whether  enforcement  is  considered in a
proceeding in equity or at law), and except  further as enforcement  thereof may
be limited by requirements  that a claim with respect to any securities  payable
in a foreign or corporate  currency (or a foreign or composite currency judgment
in respect of such claim) be converted  into U.S.  dollars at a rate of exchange
prevailing on a date


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determine  pursuant to  applicable  law or by  governmental  authority to limit,
delay or prohibit the making of payments outside the United States.

      I express no opinions as to matters of law in jurisdictions other then the
State of New Jersey.  My opinions are rendered  only with respect to the laws of
the State of New Jersey and rules,  regulations and orders  thereunder which are
currently in effect.

      This opinion does not cover the necessity of filings under the  provisions
of  securities  laws of any  state in  which  the  Senior  Debt  Securities  and
Preferred Securities may be sold.

      The  opinions  set forth  above are  subject,  as to  enforcement,  to (i)
bankruptcy,  insolvency  (including,  without  limitation,  all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws relating
to or affecting the enforcement of creditors'  rights generally and (ii) general
equitable  principles  (regardless  of whether  enforcement  is  considered in a
proceeding in equity or at law).

      I  hereby  consent  to the  use of  this  opinion  as  Exhibit  5.3 to the
Registration  Statement and to the references to me under the heading  "Experts"
in the Prospectus and Prospectus Supplement contained therein.

                                           Very truly yours,

                                           James T. Foran
                                           General Corporate Counsel