As filed with the Securities and Exchange Commission on January 23, 2001


                                                      Registration No. 333-83635
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------



                           AMENDMENT NO. 7 TO FORM S-3


             Registration Statement Under The Securities Act of 1933

                                   ----------

                          PSE&G Transition Funding LLC
                             (Issuer of Securities)
       (Exact name as specified in registrant's Certificate of Formation)

            Delaware                                             22-3672053
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                          PSE&G Transition Funding LLC
                               80 Park Plaza, T-4D
                            Newark, New Jersey 07102
                                 (973) 297-2227
   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                                   ----------


         James T. Foran                                   Robert E. Busch
Vice President and General Counsel                       President, Chief
      80 Park Plaza, T-5B                              Financial Officer and
    Newark, New Jersey 07102                        Principal Accounting Officer
         (973) 430-6131                                 80 Park Plaza, T-8E
                                                       Newark, New Jersey 07102
                                                            (973) 430-7761

            (Name, address, including zip code, and telephone number,
                   including area code, of agents for service)

                                   ----------

                                   Copies to:

          Christopher J. Kell                            Eric D. Tashman
Skadden, Arps, Slate, Meagher & Flom LLP                 Brown & Wood LLP
           Four Times Square                          555 California Street
       New York, New York 10036                  San Francisco, California 94104
           (212) 735-2160                                (415) 772-1200

      Approximate  date of commencement of proposed sale to the public:  As soon
as practicable after this Registration Statement becomes effective.

      If the only  securities  being  registered  on this form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box: |_|

      If any of the securities  being  registered on this form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933, check the following box. |X|

      If this form is filed to register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. |_|

      If this form is a  post-effective  amendment filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_|

      If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=============================================================================================
                                                                  Proposed
                                  Amount         Maximum          Maximum         Amount of
         Title of                  to be      Offering Price      Aggregate      Registration
Securities to be Registered     Registered     Per Unit(1)    Offering Price(1)     Fee(2)
---------------------------------------------------------------------------------------------
<S>                           <C>                  <C>          <C>                <C>

Transition Bonds              $2,525,000,000       100%         $2,525,000,000     $631,278

=============================================================================================

</TABLE>

(1)   Estimated solely for the purpose of calculating the registration fee.


(2)   Previously paid.


      The registrant  hereby amends this  Registration  Statement on any date or
dates as may be necessary to delay its effective date until the registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on a date as the Securities and Exchange  Commission,  acting pursuant
to said Section 8(a), may determine.

================================================================================

<PAGE>


                                EXPLANATORY NOTE

      This Pre-Effective Amendment No. 7 to Form S-3 Registration Statement for
file no. 333-83635, which is referred to in this document as the Registration
Statement, is being filed for the purpose of filing the expenses of issuance and
distribution which is required in Item 14 of this Registration Statement, as
well as to file the following exhibits:

Exhibit No.         Description
-----------         -----------

1.1                 Form of Underwriting Agreement;
4.1.1               Form of Amended and Restated Limited Liability Company
                    Agreement of PSE&G Transition Funding LLC;
4.2.1               Form of Amended and Restated Certificate of Formation of
                    PSE&G Transition Funding LLC;
4.3                 Form of Indenture;
4.4                 Form of Transition Bonds;
10.1                Form of Sale Agreement;
10.2                Form of Servicing Agreement;
23.1.1              Consent of Skadden, Arps, Slate, Meagher & Flom LLP; and
27.1                Financial Data Schedule.

The expenses of issuance and distribution and the exhibits listed above were not
included in Amendment No. 6 to the Registration Statement.


<PAGE>

                                     PART II

Item 14. Other Expenses of Issuance and Distribution

      The following is an itemized list of the estimated expenses to be incurred
in connection with the offering of the securities being offered hereunder other
than underwriting discounts and commissions.



      Registration Fee ...........................................    $  631,278
                                                                      ----------

      Printing and Engraving Expenses ............................    $  150,000
                                                                      ----------
      Trustee's Fees and Expenses ................................    $   22,500
                                                                      ----------
      Legal Fees and Expenses ....................................    $4,800,000
                                                                      ----------
      Blue Sky Fees and Expenses .................................    $   10,000
                                                                      ----------
      Accountants' Fees and Expenses .............................    $   45,000
                                                                      ----------
      Rating Agency Fees .........................................    $  470,000
                                                                      ----------
      Miscellaneous Fees and Expenses ............................    $  171,222
                                                                      ----------


                                                                      ----------
      Total ......................................................    $6,300,000
                                                                      ==========


Item 15. Indemnification of Members and Managers

      Section 18-108 of the Delaware Limited Liability Company Act provides
that, subject to specified standards and restrictions, if any, as are set forth
in the limited liability company agreement, a limited liability company shall
have the power to indemnify and hold harmless any member or manager or other
person from and against any and all claims and demands whatsoever.

      The limited liability company agreement, referred to as the LLC Agreement,
of PSE&G Transition Funding LLC provides that, to the fullest extent permitted
by law, PSE&G Transition Funding LLC shall indemnify its members and managers
against any liability incurred in connection with any proceeding in which any
member or manager may be involved as a party or otherwise by reason of the fact
that the member or manager is or was serving in its capacity as a member or
manager, unless this liability is based on or arises in connection with the
member's or manager's own willful misconduct or gross negligence, the failure to
perform the obligations set forth in the LLC Agreement, or taxes, fees or other
charges on, based on or measured by any fees, commissions or compensation
received by the managers in connection with any of the transactions contemplated
by the LLC Agreement and related agreements.


                                      II-1
<PAGE>

Item 16. Exhibits

Exhibit No.    Description
-----------    -----------

1.1            Form of Underwriting Agreement.

4.1            Limited Liability Company Agreement of PSE&G Transition Funding
               LLC.**

4.1.1          Form of Amended and Restated Limited Liability Company Agreement
               of PSE&G Transition Funding LLC.

4.2            Certificate of Formation of PSE&G Transition Funding LLC.**

4.2.1          Form of Amended and Restated Certificate of Formation of PSE&G
               Transition Funding LLC.
4.3            Form of Indenture.
4.4            Form of Transition Bonds.

5.1            Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, relating to
               legality of the Transition Bonds.**
8.1            Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with respect
               to material federal income tax matters.**

8.2            Opinion of Wilentz, Goldman & Spitzer, P.C. with respect to
               material State of New Jersey tax matters.**
10.1           Form of Sale Agreement.
10.2           Form of Servicing Agreement.

10.3           Petition of PSE&G to the State of New Jersey Board of Public
               Utilities, dated June 8, 1999.**
10.4           Financing Order of the BPU issued September 17, 1999.**

23.1.1         Consent of Skadden, Arps, Slate, Meagher & Flom LLP (certain of
               which are included in its opinions filed as Exhibits 5.1 and
               8.1).
23.1.2         Consent of Wilentz, Goldman & Spitzer, P.C. (included in its
               opinion filed as Exhibit 8.2).**
23.2           Consent of Deloitte & Touche LLP.**
25.1           Statement of Eligibility under the Trust Indenture Act of 1939,
               as amended, of The Bank of New York, as Trustee under the
               Indenture.**
27.1           Financial Data Schedule.

99.1           Final BPU restructuring order issued August 24, 1999.**
99.2           Internal Revenue Service Private Letter Ruling pertaining to
               Transition Bonds.**


----------
**    Previously filed.


Item 17. Undertakings

      The undersigned Registrant on behalf of PSE&G Transition Funding LLC (the
"issuer") hereby undertakes as follows:


      a.    (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum



                                      II-2
<PAGE>

offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended,
if, in the aggregate, the changes in volume and price represent no more than a
twenty percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change in this information in the registration statement; provided,
however, that (a)(1)(i) and (a)(1)(ii) will not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934, as amended, that are incorporated by
reference in this registration statement.

            (2) That, for the purpose of determining any liability under the
      Securities Act of 1933, as amended, each relevant post-effective amendment
      shall be deemed to be a new registration statement relating to the
      securities offered therein, and the offering of these securities at that
      time shall be deemed to be the initial bona fide offering hereof.

            (3) To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold at
      the termination of the offering.

      b. That, for purposes of determining any liability under the Securities
Act of 1933, as amended, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended)
with respect to the issuer that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of these securities at that time
shall be deemed to be the initial bona fide offering thereof.

      c. That insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described under
Item 15 above, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission this indemnification is against public
policy as expressed in the Act and is, theretofore, unenforceable. In the event
that a claim for indemnification against these liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by the director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
this indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of this
issue.

      d. That, for purposes of determining any liability under the Securities
Act of 1933, as amended, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933, as amended, shall
be deemed to be part of this registration statement as of the time it was
declared effective.

      e. That, for the purpose of determining any liability under the Securities
Act of 1933, as amended, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of these securities at that time
shall be deemed to be the initial bona fide offering thereof.


                                      II-3
<PAGE>

      f. The undersigned Registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended, in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.


                                      II-4
<PAGE>

                                   SIGNATURES



      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and that the security rating
requirement of Form S-3 will be met by the time of sale, and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Newark, State of New Jersey, on
January 23, 2001.



                                                PSE&G TRANSITION FUNDING LLC

                                                By:   /s/ Morton A. Plawner
                                                --------------------------------
                                                   Name:  Morton A. Plawner
                                                   Title: Manager

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.



         January 23, 2001                               /s/ Robert E. Busch
         ----------------                        -------------------------------
              Date                               Name:  Robert E. Busch
                                                 Title: Manager, Chief Executive
                                                        Officer, Chief Financial
                                                        Officer and Principal
                                                        Accounting Officer

         January 23, 2001                               /s/ Morton A. Plawner
         ----------------                        -------------------------------
              Date                               Name:  Morton A. Plawner
                                                 Title: Manager, Vice-President
                                                        and Treasurer

         January 23, 2001                               /s/ R. Edwin Selover
         ----------------                        -------------------------------
              Date                               Name:  R. Edwin Selover
                                                 Title: Manager



                                      II-5
<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.    Description
-----------    -----------

1.1            Form of Underwriting Agreement.

4.1            Limited Liability Company Agreement of PSE&G Transition Funding
               LLC.**

4.1.1          Form of Amended and Restated Limited Liability Company Agreement
               of PSE&G Transition Funding LLC.

4.2            Certificate of Formation of PSE&G Transition Funding LLC.**

4.2.1          Form of Amended and Restated Certificate of Formation of PSE&G
               Transition Funding LLC.
4.3            Form of Indenture.
4.4            Form of Transition Bonds.

5.1            Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, relating to
               legality of the Transition Bonds.**
8.1            Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with respect
               to material federal income tax matters.**

8.2            Opinion of Wilentz, Goldman & Spitzer, P.C. with respect to
               material State of New Jersey tax matters.**
10.1           Form of Sale Agreement.
10.2           Form of Servicing Agreement.

10.3           Petition of PSE&G to the State of New Jersey Board of Public
               Utilities, dated June 8, 1999.**
10.4           Financing Order of the BPU issued September 17, 1999.**

23.1.1         Consent of Skadden, Arps, Slate, Meagher & Flom LLP (certain of
               which are included in its opinions filed as Exhibits 5.1 and
               8.1).
23.1.2         Consent of Wilentz, Goldman & Spitzer, P.C. (included in its
               opinion filed as Exhibit 8.2).**
23.2           Consent of Deloitte & Touche LLP.**
25.1           Statement of Eligibility under the Trust Indenture Act of 1939,
               as amended, of The Bank of New York, as Trustee under the
               Indenture.**
27.1           Financial Data Schedule.

99.1           Final BPU restructuring order issued August 24, 1999.**
99.2           Internal Revenue Service Private Letter Ruling pertaining to
               Transition Bonds.**


----------
**    Previously filed.



                                      II-6