Exhibit 1-2

                  PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
                           (a New Jersey corporation)

                                  Common Stock
                                 Preferred Stock

                             UNDERWRITING AGREEMENT

                                                                          [DATE]

[Name and Address of Underwriters]

Ladies and Gentlemen:

      Public Service Enterprise Group Incorporated, a New Jersey corporation
("PSEG"), proposes to issue and sell up to $1,500,000,000 aggregate initial
public offering price of its (i) shares of common stock, no par value (the
"Common Stock") and (ii) shares of preferred stock, no par value (the "Preferred
Stock"), or any combination thereof, from time to time, in or pursuant to one or
more offerings on terms to be determined at the time of sale.

      The Preferred Stock will be issued in one or more series and each series
of Preferred Stock may vary, as applicable, as to the title, specific number of
shares, rank, stated value, liquidation preference, dividend rate or rates (or
method of calculation), dividend payment dates, redemption provisions, sinking
fund requirements, conversion provisions (and terms of the related Underlying
Securities (as defined below)) and any other variable terms as set forth in the
applicable certificate of amendment or designations (each, the "Certificate of
Designations") relating to such series of Preferred Stock.

      As used herein, "Securities" shall mean the Common Stock, Preferred Stock,
or any combination thereof, initially issuable by PSEG and "Underlying
Securities" shall mean the Common Stock issuable upon conversion of the
Preferred Stock, if applicable.

      Whenever PSEG determines to make an offering of Securities through
________________ (the "Representative"), or through an underwriting syndicate
managed by the Representative, PSEG will enter into an agreement (each, a "Terms
Agreement") providing for the sale of such Securities to, and the purchase and
offering thereof by, the Representative and such other underwriters, if any,
selected by the Representative (the "Underwriters", which term shall include the
Representative, whether acting as sole Underwriter or as a member of an
underwriting syndicate, as well as any Underwriter substituted pursuant to
Section 10 hereof). The Terms Agreement relating to the offering of Securities
shall specify the number of Securities to be initially issued (the "Initial
Underwritten Securities"), the name of each Underwriter participating in such
offering (subject to substitution as provided in Section 10 hereof) and the name
of any Underwriter other than the Representative acting as co-manager in
connection with
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such offering, the number of Initial Underwritten Securities which each such
Underwriter severally agrees to purchase, and the initial offering price, the
price at which the Initial Underwritten Securities are to be purchased by the
Underwriters, the form, time, date and place of delivery and payment of the
Initial Underwritten Securities and any other material variable terms of the
Initial Underwritten Securities. In addition, if applicable, such Terms
Agreement shall specify whether PSEG has agreed to grant to the Underwriters an
option to purchase additional Securities to cover over-allotments, if any, and
the number of Securities subject to such option (the "Option Underwritten
Securities"). As used herein, the term "Underwritten Securities" shall include
the Initial Underwritten Securities and all or any portion of any Option
Underwritten Securities. The Terms Agreement, which shall be substantially in
the form of Exhibit A hereto, may take the form of an exchange of any standard
form of written telecommunication between PSEG and the Representative, acting
for itself and, if applicable, as representative of any other Underwriters. Each
offering of Underwritten Securities through the Representative as sole
Underwriter or through an underwriting syndicate managed by the Representative
will be governed by this Underwriting Agreement, as supplemented by the
applicable Terms Agreement.

      PSEG has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-_________) for the
registration of the Securities under the Securities Act of 1933, as amended (the
"1933 Act"), and the offering thereof from time to time in accordance with Rule
415 of the rules and regulations of the Commission under the 1933 Act (the "1933
Act Regulations"). Such registration statement has been declared effective by
the Commission and PSEG has filed such post-effective amendments thereto as may
be required prior to the execution of the applicable Terms Agreement and each
such post-effective amendment has been declared effective by the Commission.
Such registration statement (as so amended, if applicable), including the
information, if any, deemed to be a part thereof pursuant to Rule 430A(b) of the
1933 Act Regulations (the "Rule 430A Information") or Rule 434(d) of the 1933
Act Regulations (the "Rule 434 Information"), together with registration
statement on Form S-3 (No. 333-79101), is referred to herein as the
"Registration Statement"; and the final prospectus and the final prospectus
supplement relating to the offering of the Underwritten Securities, in the form
first furnished to the Underwriters by PSEG for use in connection with the
offering of the Underwritten Securities, are collectively referred to herein as
the "Prospectus"; provided, however, that all references to the "Registration
Statement" and the "Prospectus" shall also be deemed to include all documents
incorporated therein by reference pursuant to the Securities Exchange Act of
1934, as amended (the "1934 Act"), prior to the execution of the applicable
Terms Agreement; provided, further, that if PSEG files a registration statement
with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations (the
"Rule 462(b) Registration Statement"), then, after such filing, all references
to "Registration Statement" shall also be deemed to include the Rule 462
Registration Statement; and provided, further, that if PSEG elects to rely upon
Rule 434 of the 1933 Act Regulations, then all references to "Prospectus" shall
also be deemed to include the final or preliminary prospectus and the applicable
term sheet or abbreviated term sheet (the "Term Sheet"), as the case may be, in
the form first furnished to the Underwriters by PSEG in reliance upon Rule 434
of the 1933 Act Regulations, and all references in this Underwriting Agreement
to the date of the Prospectus shall mean the date of the Term Sheet. A
"preliminary prospectus" shall be deemed to refer to any prospectus used before
the Registration Statement became effective and any prospectus that omitted, as
applicable, the Rule 430A Information, the Rule 434 Information or other


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information to be included upon pricing in a form of prospectus filed with the
Commission pursuant to Rule 424(b) of the 1933 Act Regulations and was used
after such effectiveness and prior to the execution and delivery of the
applicable Terms Agreement. For purposes of this Underwriting Agreement, all
references to the Registration Statement, Prospectus, Term Sheet or preliminary
prospectus or to any amendment or supplement to any of the foregoing shall be
deemed to include any copy filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval system ("EDGAR").

      All references in this Underwriting Agreement to financial statements and
schedules and other information which is "contained," "included" or "stated" (or
other references of like import) in the Registration Statement, Prospectus or
preliminary prospectus shall be deemed to mean and include all such financial
statements and schedules and other information which is incorporated by
reference in the Registration Statement, Prospectus or preliminary prospectus,
as the case may be, prior to the execution of the applicable Terms Agreement;
and all references in this Underwriting Agreement to amendments or supplements
to the Registration Statement, Prospectus or preliminary prospectus shall be
deemed to mean and include the filing of any document under the 1934 Act which
is incorporated by reference in the Registration Statement, Prospectus or
preliminary prospectus, as the case may be, after the execution of the
applicable Terms Agreement.

      SECTION 1. Representations and Warranties.

      (a) Representations and Warranties by PSEG. PSEG represents and warrants
to the Representative, as of the date hereof, and to each Underwriter named in
the applicable Terms Agreement, as of the date thereof, as of the Closing Time
(as defined below) and, if applicable, as of each Date of Delivery (as defined
below) (in each case, a "Representation Date"), as follows:

            (1) Compliance with Registration Requirements. PSEG meets the
      requirements for use of Form S-3 under the 1933 Act. The Registration
      Statement (including any Rule 462(b) Registration Statement) has become
      effective under the 1933 Act and no stop order suspending the
      effectiveness of the Registration Statement (or such Rule 462(b)
      Registration Statement) has been issued under the 1933 Act and no
      proceedings for that purpose have been instituted or are pending or, to
      the knowledge of PSEG, are contemplated by the Commission, and any request
      on the part of the Commission for additional information has been complied
      with.

            At the respective times the Registration Statement (including any
      Rule 462(b) Registration Statement) and any post-effective amendments
      thereto (including the filing of PSEG's most recent Annual Report on Form
      10-K with the Commission (the "Annual Report on Form 10-K")) became
      effective and at each Representation Date, the Registration Statement
      (including any Rule 462(b) Registration Statement) and any amendments
      thereto complied and will comply in all material respects with the
      requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act
      and the rules and regulations of the Commission under the 1939 Act (the
      "1939 Act Regulations") and did not and will not contain an untrue
      statement of a material fact or omit to state a material fact required to
      be stated therein or necessary to make the


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      statements therein not misleading. At the date of the Prospectus, at the
      Closing Time and at each Date of Delivery, if any, neither the Prospectus
      nor any amendments and supplements thereto included or will include an
      untrue statement of a material fact or omitted or will omit to state a
      material fact necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading. If
      PSEG elects to rely upon Rule 434 of the 1933 Act Regulations, PSEG will
      comply with the requirements of Rule 434. Notwithstanding the foregoing,
      the representations and warranties in this subsection shall not apply to
      statements in or omissions from the Registration Statement or the
      Prospectus made in reliance upon and in conformity with information
      furnished to PSEG in writing by any Underwriter through the Representative
      expressly for use in the Registration Statement or the Prospectus.

            Each preliminary prospectus and prospectus filed as part of the
      Registration Statement as originally filed or as part of any amendment
      thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when
      so filed in all material respects with the 1933 Act Regulations and each
      preliminary prospectus and the Prospectus delivered to the Underwriters
      for use in connection with the offering of Underwritten Securities will,
      at the time of such delivery, be identical to any electronically
      transmitted copies thereof filed with the Commission pursuant to EDGAR,
      except to the extent permitted by Regulation S-T.

            No order preventing or suspending the use of any preliminary
      prospectus has been issued by the Commission, and each preliminary
      prospectus, at the time of filing thereof, conformed in all material
      respects to the requirements of the 1933 Act and the rules and regulations
      of the Commission thereunder, and did not contain an untrue statement of a
      material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading; provided,
      however, that this representation and warranty shall not apply to any
      statements or omissions made in reliance upon and in conformity with
      information furnished in writing to PSEG by an Underwriter through the
      Representative expressly for use therein;

            (2) Incorporated Documents. The documents incorporated or deemed to
      be incorporated by reference in the Registration Statement and the
      Prospectus, when they became effective or at the time they were or
      hereafter are filed with the Commission, complied and will comply in all
      material respects with the requirements of the 1934 Act and the rules and
      regulations of the Commission thereunder (the "1934 Act Regulations") and,
      when read together with the other information in the Prospectus, at the
      date of the Prospectus, at the Closing Time and at each Date of Delivery,
      if any, did not and will not include an untrue statement of a material
      fact or omit to state a material fact necessary in order to make the
      statements therein, in the light of the circumstances under which they
      were made, not misleading.

            (3) Independent Accountants. The accountants who certified the
      financial statements and any supporting schedules thereto included in the
      Registration Statement and the Prospectus are independent public
      accountants as required by the 1933 Act and the 1933 Act Regulations.


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            (4) Financial Statements. The financial statements of PSEG included
      in the Registration Statement and the Prospectus, together with the
      related schedules and notes, as well as those financial statements,
      schedules and notes of any other entity included therein, present fairly
      the financial position of PSEG and its consolidated subsidiaries, or such
      other entity, as the case may be, at the dates indicated and the statement
      of operations, stockholders' equity and cash flows of PSEG and its
      consolidated subsidiaries, or such other entity, as the case may be, for
      the periods specified. Such financial statements have been prepared in
      conformity with generally accepted accounting principles ("GAAP") applied
      on a consistent basis throughout the periods involved. The supporting
      schedules, if any, included in the Registration Statement and the
      Prospectus present fairly in accordance with GAAP the information required
      to be stated therein. The selected financial data and the summary
      financial information included in the Prospectus present fairly the
      information shown therein and have been compiled on a basis consistent
      with that of the audited financial statements included in the Registration
      Statement and the Prospectus.

            (5) No Material Adverse Change in Business. Since the respective
      dates as of which information is given in the Registration Statement and
      the Prospectus, except as otherwise stated therein, (A) there has been no
      material adverse change in the business, properties, earnings or financial
      condition of PSEG and its subsidiaries considered as one enterprise,
      whether or not arising in the ordinary course of business (a "Material
      Adverse Effect"), (B) there have been no transactions entered into by PSEG
      or any of its subsidiaries, other than those arising in the ordinary
      course of business, which are material with respect to PSEG and its
      subsidiaries considered as one enterprise and (C) except for regular
      dividends on PSEG's common stock or preferred stock, in amounts per share
      that are consistent with past practice or the applicable charter document
      or supplement thereto, respectively, there has been no dividend or
      distribution of any kind declared, paid or made by PSEG on any class of
      its capital stock.

            (6) Good Standing of PSEG. PSEG has been duly organized and is
      validly existing as a corporation in good standing under the laws of the
      State of New Jersey, with due corporate authority to own and operate its
      properties and to conduct its business as described in the Prospectus and
      is duly qualified as a foreign corporation to transact business and is in
      good standing in each jurisdiction in which such qualification is
      required, whether by reason of the ownership or leasing of property or the
      conduct of business, except where the failure to so qualify or be in good
      standing would not result in a Material Adverse Effect.

            (7) Good Standing of Subsidiaries. Each "significant subsidiary" of
      PSEG (as such term is defined in Rule 1-02 of Regulation S-X promulgated
      under the 1933 Act) and Public Service Electric and Gas Company, PSEG
      Power LLC and PSEG Energy Holdings Inc. (each, a "Subsidiary" and,
      collectively, the "Subsidiaries") has been duly organized and is validly
      existing as a corporation or limited liability company in good standing
      under the laws of the jurisdiction of its organization, has power and
      authority to own, lease and operate its properties and to conduct its
      business as described in the Prospectus and is duly qualified as a foreign
      corporation/limited liability company to transact business and is in good
      standing in each jurisdiction in which such qualification


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      is required, whether by reason of the ownership or leasing of property or
      the conduct of business, except where the failure to so qualify or be in
      good standing would not result in a Material Adverse Effect. Except as
      otherwise stated in the Registration Statement and the Prospectus, all of
      the issued and outstanding capital stock of each Subsidiary that is a
      corporation has been duly authorized and is validly issued, fully paid and
      non-assessable and is owned by PSEG, directly or through subsidiaries,
      free and clear of any security interest, mortgage, pledge, lien,
      encumbrance, claim or equity. None of the outstanding shares of capital
      stock of any Subsidiary was issued in violation of preemptive or other
      similar rights of any security holder of such Subsidiary.

            (8) Capitalization. If the Prospectus contains a "Capitalization"
      section, the authorized, issued and outstanding shares of capital stock of
      PSEG is as set forth in the column entitled "Actual" under such section
      (except for subsequent issuances thereof, if any, pursuant to
      reservations, agreements or employee benefit plans referred to in the
      Prospectus or pursuant to the exercise of convertible securities or
      options referred to in the Prospectus). Such shares of capital stock have
      been duly authorized and validly issued by PSEG and are fully paid and
      non-assessable, and none of such shares of capital stock was issued in
      violation of preemptive or other similar rights of any security holder of
      PSEG.

            (9) Authorization of this Underwriting Agreement and Terms
      Agreement. This Underwriting Agreement has been, and the applicable Terms
      Agreement as of the date thereof will have been, duly authorized, executed
      and delivered by PSEG.

            (10) Authorization of Common Stock. If the Underwritten Securities
      being sold pursuant to the applicable Terms Agreement include Common
      Stock, such Underwritten Securities have been, or as of the date of such
      Terms Agreement will have been, duly authorized by PSEG for issuance and
      sale pursuant to this Underwriting Agreement and such Terms Agreement.
      Such Underwritten Securities, when issued and delivered by PSEG pursuant
      to this Underwriting Agreement and such Terms Agreement against payment of
      the consideration therefor specified in such Terms Agreement, will be
      validly issued, fully paid and non-assessable and will not be subject to
      preemptive or other similar rights of any securityholder of PSEG. No
      holder of such Underwritten Securities is or will be subject to personal
      liability by reason of being such a holder.

            (11) Authorization of Preferred Stock. If the Underwritten
      Securities being sold pursuant to the applicable Terms Agreement include
      Preferred Stock, such Underwritten Securities have been, or as of the date
      of such Terms Agreement will have been, duly authorized by PSEG for
      issuance and sale pursuant to this Underwriting Agreement and such Terms
      Agreement. The applicable Preferred Stock, when issued and delivered by
      PSEG pursuant to this Underwriting Agreement and such Terms Agreement
      against payment of the consideration therefor specified in such Terms
      Agreement, will be validly issued, fully paid and non-assessable and will
      not be subject to preemptive or other similar rights of any securityholder
      of PSEG. No holder of such Preferred Stock is or will be subject to
      personal liability by reason of being such a holder. The applicable
      Certificate of Designations will be in full force and effect prior to the
      Closing Time.


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            (12) Authorization of Underlying Securities. If the Underwritten
      Securities being sold pursuant to the applicable Terms Agreement include
      Underlying Securities consisting of Common Stock, such Underlying
      Securities have been, or as of the date of such Terms Agreement will have
      been, duly authorized and reserved for issuance by PSEG upon conversion of
      the related Preferred Stock. The Common Stock constituting the Underlying
      Securities, when issued upon such conversion, will be validly issued,
      fully paid and non-assessable and will not be subject to preemptive or
      other similar rights of any securityholder of PSEG. No holder of such
      Common Stock is or will be subject to personal liability by reason of
      being such a holder.

            (13) Descriptions of the Underwritten Securities and Underlying
      Securities. The Underwritten Securities being sold pursuant to the
      applicable Terms Agreement, as of each Representation Date, and any
      Underlying Securities, when issued and delivered in accordance with the
      terms of the related Underwritten Securities, will conform in all material
      respects to the statements relating thereto contained in the Prospectus
      and will be in substantially the form filed or incorporated by reference,
      as the case may be, as an exhibit to the Registration Statement.

            (14) Absence of Defaults and Conflicts. Neither PSEG nor any of its
      Subsidiaries is in violation of its Amended and Restated Certificate of
      Incorporation, other organization document or by-laws or in default in the
      performance or observance of any obligation, agreement, covenant or
      condition contained in any contract, indenture, mortgage, deed of trust,
      loan or credit agreement, note, lease or other agreement or instrument to
      which PSEG or any of its Subsidiaries is a party or by which it or any of
      them may be bound, or to which any of the assets, properties or operations
      of PSEG or any of its Subsidiaries is subject (collectively, "Agreements
      and Instruments"), except for such defaults that would not result in a
      Material Adverse Effect. The execution, delivery and performance of this
      Underwriting Agreement, the applicable Terms Agreement and any other
      agreement or instrument entered into or issued or to be entered into or
      issued by PSEG in connection with the transactions contemplated hereby or
      thereby or in the Registration Statement and the Prospectus and the
      consummation of the transactions contemplated herein and in the
      Registration Statement and the Prospectus (including the issuance and sale
      of the Underwritten Securities and the use of the proceeds from the sale
      of the Underwritten Securities as described under the caption "Use of
      Proceeds" as well as the issuance of any Underlying Securities) and
      compliance by PSEG with its obligations hereunder and thereunder have been
      duly authorized by all necessary corporate action and do not and will not,
      whether with or without the giving of notice or passage of time or both,
      conflict with or constitute a breach of, or default or Repayment Event (as
      defined below) under, or result in the creation or imposition of any lien,
      charge or encumbrance upon any assets, properties or operations of PSEG or
      any of its subsidiaries pursuant to, any Agreements and Instruments, nor
      will such action result in any violation of the provisions of the charter
      or by-laws of PSEG or any of its subsidiaries or any applicable law,
      statute, rule, regulation, judgment, order, writ or decree of any
      government, government instrumentality or court, domestic or foreign,
      having jurisdiction over PSEG or any of its subsidiaries or any of their
      assets, properties or operations. As used herein, a "Repayment Event"
      means any event or condition which gives the holder of any note, debenture
      or other evidence of indebtedness (or any person


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      acting on such holder's behalf) the right to require the repurchase,
      redemption or repayment of all or a portion of such indebtedness by PSEG
      or any of its subsidiaries.

            (15) Absence of Labor Dispute. No labor dispute with the employees
      of PSEG or any of its Subsidiaries exists or, to the knowledge of PSEG, is
      imminent, and PSEG is not aware of any existing or imminent labor
      disturbance by the employees of any of its or any Subsidiary's principal
      suppliers, manufacturers, customers or contractors, which, in either case,
      may reasonably be expected to result in a Material Adverse Effect.

            (16) Absence of Proceedings. Other than as set forth in or
      contemplated by the Prospectus, there is no action, suit, proceeding,
      inquiry or investigation before or brought by any court or governmental
      agency or body, domestic or foreign, now pending, or to the knowledge of
      PSEG threatened, against or affecting PSEG or any of its subsidiaries
      which is required to be disclosed in the Registration Statement and the
      Prospectus (other than as stated therein), or which might reasonably be
      expected to result in a Material Adverse Effect, or which might reasonably
      be expected to materially and adversely affect the consolidated assets,
      properties or operations thereof or the consummation of the transactions
      contemplated under the Prospectus, this Underwriting Agreement or the
      applicable Terms Agreement, or the performance by PSEG of its obligations
      hereunder and thereunder. The aggregate of all pending legal or
      governmental proceedings to which PSEG or any of its subsidiaries is a
      party or of which any of their respective assets, properties or operations
      is the subject which are not described in the Registration Statement and
      the Prospectus, including ordinary routine litigation incidental to the
      business, could not reasonably be expected to result in a Material Adverse
      Effect.

            (17) Accuracy of Exhibits. There are no contracts or documents which
      are required to be described in the Registration Statement, the Prospectus
      or the documents incorporated by reference therein or to be filed as
      exhibits thereto which have not been so described and filed as required.

            (18) Absence of Further Requirements. No filing with, or
      authorization, approval, consent, license, order, registration,
      qualification or decree of, any court or governmental authority or agency,
      domestic or foreign, is necessary or required for the due authorization,
      execution and delivery by PSEG of this Underwriting Agreement or the
      applicable Terms Agreement or for the performance by PSEG of the
      transactions contemplated under the Prospectus, this Underwriting
      Agreement or such Terms Agreement, except the registration of the
      Securities under the 1933 Act and such consents, approvals, registrations
      or qualifications as may be required under state securities or Blue Sky
      laws in connection with the issuance and sale, as the case may be, of the
      securities and except such as have been already made, obtained or
      rendered, as applicable.

            (19) Possession of Licenses and Permits. PSEG and its Subsidiaries
      possess such permits, licenses, approvals, consents and other
      authorizations (collectively, "Governmental Licenses") issued by the
      appropriate federal, state, local or foreign regulatory agencies or bodies
      necessary to conduct the business now operated by them. PSEG and its
      Subsidiaries are in compliance with the terms and conditions of all such


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      Governmental Licenses, except where the failure so to comply would not,
      singly or in the aggregate, result in a Material Adverse Effect. All of
      the Governmental Licenses are valid and in full force and effect, except
      where the invalidity of such Governmental Licenses or the failure of such
      Governmental Licenses to be in full force and effect would not result in a
      Material Adverse Effect. Neither PSEG nor any of its Subsidiaries has
      received any notice of proceedings relating to the revocation or
      modification of any such Governmental Licenses which, singly or in the
      aggregate, if the subject of an unfavorable decision, ruling or finding,
      would result in a Material Adverse Effect.

            (20) Title to Property. PSEG and its Subsidiaries have good and
      marketable title to all real property owned by PSEG and its Subsidiaries
      and good title to all other properties owned by them, in each case, free
      and clear of all mortgages, pledges, liens, security interests, claims,
      restrictions or encumbrances of any kind, except (A) as otherwise stated
      in the Registration Statement and the Prospectus or (B) those which do
      not, singly or in the aggregate, materially affect the value of such
      property and do not interfere with the use made and proposed to be made of
      such property by PSEG or any of its Subsidiaries. All of the leases and
      subleases material to the business of PSEG and its Subsidiaries considered
      as one enterprise, and under which PSEG or any of its Subsidiaries holds
      properties described in the Prospectus, are in full force and effect, and
      neither PSEG nor any of its Subsidiaries has received any notice of any
      material claim of any sort that has been asserted by anyone adverse to the
      rights of PSEG or any of its Subsidiaries under any of the leases or
      subleases mentioned above, or affecting or questioning the rights of PSEG
      or such Subsidiary of the continued possession of the leased or subleased
      premises under any such lease or sublease.

            (21) Insurance. PSEG and its Subsidiaries have in full force and
      effect insurance with reputable insurers covering their assets,
      properties, operations, personnel and business against such losses,
      damage, risks and hazards as are adequate in accordance with customary
      industry practice to protect PSEG, its Subsidiaries and their businesses.

            (22) Commodity Exchange Act. The Underwritten Securities being sold
      pursuant to the applicable Terms Agreement, will be excluded or exempted
      under, or beyond the purview of, the Commodity Exchange Act, as amended
      (the "Commodity Exchange Act"), and the rules and regulations of the
      Commodity Futures Trading Commission under the Commodity Exchange Act (the
      "Commodity Exchange Act Regulations").

            (23) Investment Company Act. PSEG is not, and upon the issuance and
      sale of the Underwritten Securities as herein contemplated and the
      application of the net proceeds therefrom as described in the Prospectus
      will not be, an "investment company" within the meaning of the Investment
      Company Act of 1940, as amended (the "1940 Act").

            (24) Environmental Laws. Except as otherwise stated in the
      Registration Statement and the Prospectus and except as would not, singly
      or in the aggregate, result in a Material Adverse Effect, (A) neither PSEG
      nor any of its Subsidiaries is in violation


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      of any federal, state, local or foreign statute, law, rule, regulation,
      ordinance, code, policy or rule of common law or any judicial or
      administrative interpretation thereof, including any judicial or
      administrative order, consent, decree or judgment, relating to pollution
      or protection of human health, the environment (including, without
      limitation, ambient air, surface water, groundwater, land surface or
      subsurface strata) or wildlife, including, without limitation, laws and
      regulations relating to the release or threatened release of chemicals,
      pollutants, contaminants, wastes, toxic substances, hazardous substances,
      petroleum or petroleum products (collectively, "Hazardous Materials") or
      to the manufacture, processing, distribution, use, treatment, storage,
      disposal, transport or handling of Hazardous Materials (collectively,
      "Environmental Laws"), (B) PSEG and its subsidiaries have all permits,
      authorizations and approvals required under any applicable Environmental
      Laws and are each in compliance with their requirements, (C) there are no
      pending or threatened administrative, regulatory or judicial actions,
      suits, demands, demand letters, claims, liens, notices of noncompliance or
      violation, investigation or proceedings relating to any Environmental Law
      against PSEG or any of its subsidiaries and (D) there are no events or
      circumstances that might reasonably be expected to form the basis of an
      order for clean-up or remediation, or an action, suit or proceeding by any
      private party or governmental body or agency, against or affecting PSEG or
      any of its subsidiaries relating to Hazardous Materials or any
      Environmental Laws.

      (b) Officers' Certificates. Any certificate signed by any officer of PSEG
or any of its Subsidiaries and delivered to any Underwriter or to counsel for
the Underwriters in connection with the offering of the Underwritten Securities
shall be deemed a representation and warranty by PSEG to each Underwriter as to
the matters covered thereby on the date of such certificate and, unless
subsequently amended or supplemented, at each Representation Date subsequent
thereto.

      SECTION 2. Sale and Delivery to Underwriters; Closing.

      (a) Underwritten Securities. The several commitments of the Underwriters
to purchase the Underwritten Securities pursuant to the applicable Terms
Agreement shall be deemed to have been made on the basis of the representations,
warranties and agreements herein contained and shall be subject to the terms and
conditions herein set forth.

      (b) Option Underwritten Securities. Subject to the terms and conditions
herein set forth, PSEG may grant, if so provided in the applicable Terms
Agreement, an option to the Underwriters, severally and not jointly, to purchase
up to the number of the Option Underwritten Securities set forth therein at a
price per Option Underwritten Security equal to the price per Initial
Underwritten Security, less an amount equal to any dividends or distributions
declared by PSEG and paid or payable on the Initial Underwritten Securities but
not payable on the Option Underwritten Securities. Such option, if granted, will
expire 30 days after the date of such Terms Agreement, and may be exercised in
whole or in part from time to time only for the purpose of covering
over-allotments which may be made in connection with the offering and
distribution of the Initial Underwritten Securities upon notice by the
Representative to PSEG setting forth the number of Option Underwritten
Securities as to which the several Underwriters are then exercising the option
and the time, date and place of payment and delivery for such Option
Underwritten Securities. Any such time and date of payment and delivery (each, a
"Date


                                       10
<PAGE>

of Delivery") shall be determined by the Representative, but shall not be later
than seven full business days after the exercise of said option, nor in any
event prior to the Closing Time, unless otherwise agreed upon by the
Representative and PSEG. If the option is exercised as to all or any portion of
the Option Underwritten Securities, each of the Underwriters, severally and not
jointly, will purchase that proportion of the total number of Option
Underwritten Securities then being purchased which the number of Initial
Underwritten Securities each such Underwriter has severally agreed to purchase
as set forth in such Terms Agreement bears to the total number of Initial
Underwritten Securities.

      (c) Payment. Payment of the purchase price for, and delivery of, the
Initial Underwritten Securities shall be made at the offices of PSEG, 80 Park
Plaza, Newark, New Jersey 07101, or at such other place as shall be agreed upon
by the Representative and PSEG, at 9:00 A.M. (Eastern time) on the third
(fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day)
business day after the date of the applicable Terms Agreement (unless postponed
in accordance with the provisions of Section 10 hereof), or such other time not
later than ten business days after such date as shall be agreed upon by the
Representative and PSEG (such time and date of payment and delivery being herein
called "Closing Time"). In addition, in the event that the Underwriters have
exercised their option, if any, to purchase any or all of the Option
Underwritten Securities, payment of the purchase price for, and delivery of such
Option Underwritten Securities, shall be made at the above-mentioned offices of
PSEG, or at such other place as shall be agreed upon by the Representative and
PSEG, on the relevant Date of Delivery as specified in the notice from the
Representative to PSEG.

      Payment shall be made to PSEG by wire transfer of immediately available
funds to a bank account designated by PSEG, against delivery to the
Representative for the respective accounts of the Underwriters of the
Underwritten Securities to be purchased by them. It is understood that each
Underwriter has authorized the Representative, for its account, to accept
delivery of, receipt for, and make payment of the purchase price for, the
Underwritten Securities which it has severally agreed to purchase. the
Representative, individually and not as representative of the Underwriters, may
(but shall not be obligated to) make payment of the purchase price for the
Underwritten Securities to be purchased by any Underwriter whose funds have not
been received by the Closing Time or the relevant Date of Delivery, as the case
may be, but such payment shall not relieve such Underwriter from its obligations
hereunder.

      (d) Denominations; Registration. Certificates for the Underwritten
Securities shall be in such denominations and registered in such names as the
Representative may request in writing at least one full business day prior to
the Closing Time or the relevant Date of Delivery, as the case may be.
Certificates for the Underwritten Securities will be made available for
examination and packaging by the Representative in The City of New York not
later than 9:00 A.M. (Eastern time) on the business day prior to the Closing
Time or the relevant Date of Delivery, as the case may be.

      SECTION 3. Covenants of PSEG. PSEG covenants with the Representative and
with each Underwriter participating in the offering of Underwritten Securities,
as follows:

      (a) Compliance with Securities Regulations and Commission Requests. PSEG,
subject to Section 3(b), will comply with the requirements of Rule 430A of the
1933 Act Regulations


                                       11
<PAGE>

and/or Rule 434 of the 1933 Act Regulations, if and as applicable, and will
notify the Representative(s) promptly, and confirm the notice in writing, of (i)
the effectiveness of any post-effective amendment to the Registration Statement
or the filing of any supplement or amendment to the Prospectus, (ii) the receipt
of any comments from the Commission, (iii) any request by the Commission for any
amendment to the Registration Statement or any amendment or supplement to the
Prospectus or for additional information, and (iv) the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or of any order preventing or suspending the use of any preliminary
prospectus, or of the suspension of the qualification of the Underwritten
Securities for offering or sale in any jurisdiction, or of the initiation or
threatening of any proceedings for any of such purposes. PSEG will promptly
effect the filings necessary pursuant to Rule 424 and will take such steps as it
deems necessary to ascertain promptly whether the Prospectus transmitted for
filing under Rule 424 was received for filing by the Commission and, in the
event that it was not, it will promptly file the Prospectus. PSEG will make
every reasonable effort to prevent the issuance of any stop order and, if any
stop order is issued, promptly to use its best efforts to obtain its withdrawal.

      (b) Filing of Amendments. PSEG will give the Representative notice of its
intention to file or prepare any amendment to the Registration Statement
(including any filing under Rule 462(b) of the 1933 Act Regulations), any Term
Sheet or any amendment, supplement or revision to either the prospectus included
in the Registration Statement at the time it became effective or to the
Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, will
furnish the Representative with copies of any such documents a reasonable amount
of time prior to such proposed filing or use, as the case may be, and will not
file or use any such document of which the Representative or counsel for the
Underwriters shall reasonably disapprove.

      (c) Delivery of Registration Statements. PSEG has furnished or will
deliver to the Representative and counsel for the Underwriters, in such
quantities as the Representative may reasonably request, without charge, signed
copies of the Registration Statement as originally filed and of each amendment
thereto (including exhibits filed therewith or incorporated by reference therein
and documents incorporated or deemed to be incorporated by reference therein)
and signed copies of all consents and certificates of experts, and will also
deliver to the Representative, without charge, a conformed copy of the
Registration Statement as originally filed and of each amendment thereto
(without exhibits) for each of the Underwriters. The Registration Statement and
each amendment thereto furnished to the Underwriters will be identical to any
electronically transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.

      (d) Delivery of Prospectuses. PSEG will deliver to each Underwriter,
without charge, as many copies of each preliminary prospectus as such
Underwriter may reasonably request, and PSEG hereby consents to the use of such
copies for purposes permitted by the 1933 Act. PSEG will furnish to each
Underwriter, without charge, during the period when the Prospectus is required
to be delivered under the 1933 Act or the 1934 Act, such number of copies of the
Prospectus as such Underwriter may reasonably request. The Prospectus and any
amendments or supplements thereto furnished to the Underwriters will be
identical to any electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.


                                       12
<PAGE>

      (e) Continued Compliance with Securities Laws. PSEG will comply with the
1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act
Regulations so as to permit the completion of the distribution of the
Underwritten Securities as contemplated in this Underwriting Agreement and the
applicable Terms Agreement and in the Registration Statement and the Prospectus.
If at any time when the Prospectus is required by the 1933 Act or the 1934 Act
to be delivered in connection with sales of the Securities, any event shall
occur or condition shall exist as a result of which it is necessary, in the
opinion of counsel for the Underwriters or for PSEG, to amend the Registration
Statement in order that the Registration Statement will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading or to
amend or supplement the Prospectus in order that the Prospectus will not include
an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the light of
the circumstances existing at the time it is delivered to a purchaser, or if it
shall be necessary, in the opinion of such counsel, at any such time to amend
the Registration Statement or amend or supplement the Prospectus in order to
comply with the requirements of the 1933 Act or the 1933 Act Regulations, PSEG
will promptly prepare and file with the Commission, subject to Section 3(b),
such amendment or supplement as may be necessary to correct such statement or
omission or to make the Registration Statement or the Prospectus comply with
such requirements, and PSEG will furnish to the Underwriters, without charge,
such number of copies of such amendment or supplement as the Underwriters may
reasonably request.

      (f) Blue Sky Qualifications. PSEG will use its best efforts, in
cooperation with the Underwriters, to qualify the Underwritten Securities and
any related Underlying Securities for offering and sale under the applicable
securities laws of such states and other jurisdictions (domestic or foreign) as
the Representative may designate and to maintain such qualifications in effect
for a period of not less than one year from the date of the applicable Terms
Agreement; provided, however, that PSEG shall not be obligated to file any
general consent to service of process or to qualify as a foreign corporation or
as a dealer in securities in any jurisdiction in which it is not so qualified or
to subject itself to taxation in respect of doing business in any jurisdiction
in which it is not otherwise so subject. In each jurisdiction in which the
Underwritten Securities or any related Underlying Securities have been so
qualified, PSEG will file such statements and reports as may be required by the
laws of such jurisdiction to continue such qualification in effect for a period
of not less than one year from the date of such Terms Agreement.

      (g) Earnings Statement. PSEG will timely file such reports pursuant to the
1934 Act as are necessary in order to make generally available to its security
holders as soon as practicable an earnings statement for the purposes of, and to
provide the benefits contemplated by, the last paragraph of Section 11(a) of the
1933 Act.

      (h) Use of Proceeds. PSEG will use the net proceeds received by it from
the sale of the Underwritten Securities in the manner specified in the
Prospectus under "Use of Proceeds".

      (i) Listing. PSEG will use its best efforts to effect the listing of the
Underwritten Securities and any related Underlying Securities, prior to the
Closing Time, on any national securities exchange or quotation system if and as
specified in the applicable Terms Agreement.


                                       13
<PAGE>

      (j) Restriction on Sale of Securities. Between the date of the applicable
Terms Agreement and the Closing Time or such other date specified in such Terms
Agreement, PSEG will not, without the prior written consent of the
Representative, directly or indirectly, issue, sell, offer or contract to sell,
grant any option for the sale of, or otherwise dispose of, the securities
specified in such Terms Agreement.

      (k) Reporting Requirements. PSEG, during the period when the Prospectus is
required to be delivered under the 1933 Act or the 1934 Act, will file all
documents required to be filed with the Commission pursuant to the 1934 Act
within the time periods required by the 1934 Act and the 1934 Act Regulations.

      SECTION 4. Payment of Expenses. (a) Expenses. PSEG will pay all expenses
incident to the performance of its obligations under this Underwriting Agreement
or the applicable Terms Agreement, including (i) the preparation, printing and
filing of the Registration Statement (including financial statements and
exhibits) as originally filed and of each amendment thereto, (ii) the
preparation, printing and delivery to the Underwriters of this Underwriting
Agreement, any Terms Agreement, any Agreement Among Underwriters and such other
documents as may be required in connection with the offering, purchase, sale,
issuance or delivery of the Underwritten Securities or any related Underlying
Securities, (iii) the preparation, issuance and delivery of the Underwritten
Securities and any related Underlying Securities, or any certificates for the
Underwritten Securities or such Underlying Securities, to the Underwriters,
including any transfer taxes and any stamp or other duties payable upon the
sale, issuance or delivery of the Underwritten Securities to the Underwriters,
(iv) the fees and disbursements of PSEG's counsel, accountants and other
advisors or agents (including transfer agents and registrars), and their
respective counsel, (v) the qualification of the Underwritten Securities and any
related Underlying Securities under state securities laws in accordance with the
provisions of Section 3(f) hereof, including filing fees and the reasonable fees
and disbursements of counsel for the Underwriters in connection therewith and in
connection with the preparation, printing and delivery of the Blue Sky Survey,
and any amendment thereto, (vi) the printing and delivery to the Underwriters of
copies of each preliminary prospectus, any Term Sheet, and the Prospectus and
any amendments or supplements thereto, (vii) the fees charged by nationally
recognized statistical rating organizations for the rating of the Underwritten
Securities, (viii) the fees and expenses incurred with respect to the listing of
the Underwritten Securities and any related Underlying Securities, if
applicable, (ix) the filing fees incident to, and the reasonable fees and
disbursements of counsel to the Underwriters in connection with, the review, if
any, by the National Association of Securities Dealers, Inc. (the "NASD") of the
terms of the sale of the Underwritten Securities and any related Underlying
Securities, (x) all other costs and expenses incident to the performance of
obligations hereunder which are not otherwise specifically provided for in this
Section and (xi) the fees and expenses of any Underwriter acting in the capacity
of a "qualified independent underwriter" (as defined in Rule 2720(b)(15) of the
Conduct Rules of the NASD), if applicable.

      (b) Termination of Agreement. If the applicable Terms Agreement is
terminated by the Representative in accordance with the provisions of Section 5
hereof, PSEG shall reimburse the Underwriters for all of their out-of-pocket
expenses, including the reasonable fees and disbursements of counsel for the
Underwriters.


                                       14
<PAGE>

      SECTION 5. Conditions of Underwriters' Obligations. The obligations of the
Underwriters to purchase and pay for the Underwritten Securities pursuant to the
applicable Terms Agreement are subject to the accuracy of the representations
and warranties of PSEG contained in Section 1 hereof or in certificates of any
officer of PSEG or any of its subsidiaries delivered pursuant to the provisions
hereof, to the performance by PSEG of its covenants and other obligations
hereunder, and to the following further conditions:

      (a) Effectiveness of Registration Statement. The Registration Statement,
including any Rule 462(b) Registration Statement, has become effective under the
1933 Act and no stop order suspending the effectiveness of the Registration
Statement shall have been issued under the 1933 Act and no proceedings for that
purpose shall have been instituted or be pending or threatened by the
Commission, and any request on the part of the Commission for additional
information shall have been complied with to the reasonable satisfaction of
counsel for the Underwriters. A prospectus containing information relating to
the description of the Underwritten Securities and any related Underlying
Securities, the specific method of distribution and similar matters shall have
been filed with the Commission in accordance with Rule 424(b)(1), (2), (3), (4)
or (5), as applicable (or any required post-effective amendment providing such
information shall have been filed and declared effective in accordance with the
requirements of Rule 430A), or, if PSEG has elected to rely upon Rule 434 of the
1933 Act Regulations, a Term Sheet including the Rule 434 Information shall have
been filed with the Commission in accordance with Rule 424(b)(7).

      (b) Opinion of Counsel for Company. At Closing Time, the Representative
shall have received the favorable opinion, dated as of Closing Time, of either
James T. Foran, Esquire, Associate General Counsel or R. Edwin Selover, Esquire,
Vice President and General Counsel of PSEG, in form and substance satisfactory
to counsel for the Underwriters, together with signed or reproduced copies of
such letter for each of the other Underwriters, to the effect set forth in
Exhibit B hereto and to such further effect as counsel to the Underwriters may
reasonably request.

      (c) Opinion of Counsel for Underwriters. At Closing Time, the
Representative shall have received the favorable opinion, dated as of Closing
Time, of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, together
with signed or reproduced copies of such letter for each of the other
Underwriters, with respect to the matters set forth in (6) to (10), (11) (solely
as to the information in the Prospectus under "Description of Underwritten
Securities", "Description of Underlying Securities", or any caption purporting
to describe any such Securities), (17), (18) and the penultimate paragraph of
Exhibit B hereto. In giving such opinion, such counsel may rely, as to all
matters governed by the laws of jurisdictions other than the law of the State of
New York, the federal law of the United States and the General Corporation Law
of the State of Delaware, upon the opinions of counsel satisfactory to the
Representative. Such counsel may also state that, insofar as such opinion
involves factual matters, they have relied, to the extent they deem proper, upon
certificates of officers of PSEG and its subsidiaries and certificates of public
officials.

      (d) Officer's Certificate. At Closing Time, there shall not have been,
since the date of the applicable Terms Agreement or since the respective dates
as of which information is given in the Prospectus, any material adverse change
in the condition, financial or otherwise, or in the earnings, business affairs
or business prospects of PSEG and its subsidiaries considered as one


                                       15
<PAGE>

enterprise, whether or not arising in the ordinary course of business, and the
Representative shall have received a certificate of the Chairman, the President
or any Vice President of PSEG, dated as of Closing Time, to the effect that (i)
there has been no such material adverse change, (ii) the representations and
warranties in Section 1(a) are true and correct with the same force and effect
as though expressly made at and as of the Closing Time, (iii) PSEG has complied
with all agreements and satisfied all conditions on its part to be performed or
satisfied at or prior to the Closing Time, and (iv) no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted, are pending or, to the best of such
officer's knowledge, are threatened by the Commission.

      (e) Accountant's Comfort Letter. At the time of the execution of the
applicable Terms Agreement, the Representative shall be furnished with a letter
from Deloitte & Touche LLP dated such date and addressed to the Board of
Directors of PSEG and to the Representative (on its own behalf and as
representative of the Underwriters) with copies thereof for each of the
Underwriters, to the effect that (i) they are independent public accountants
with respect to PSEG and its subsidiaries within the meaning of the 1933 Act and
the 1933 Act Regulations; (ii) in their opinion, the audited consolidated
financial statements and financial statement schedule(s) incorporated by
reference in the Registration Statement and the Prospectus and included in
PSEG's most recent Annual Report on Form 10-K filed with the Commission under
Section 13 of the 1934 Act (the "Form 10-K") comply as to form in all material
respects with the applicable accounting requirements of the 1933 Act, the 1933
Act Regulations, the 1934 Act and the 1934 Act Regulations; (iii) on the basis
of (1) the performance of the procedures specified by the American Institute of
Certified Public Accountants for a review of interim financial information as
described in Statement on Auditing Standards No. 71, Interim Financial
Information, on the unaudited consolidated balance sheets, the unaudited
consolidated statements of income and retained earnings, and the unaudited
consolidated statements of cash flows of PSEG and its subsidiaries incorporated
by reference in the Registration Statement and the Prospectus and included in
PSEG's Form 10-Q Quarterly Reports filed with the Commission under Section 13 of
the 1934 Act (the "Forms 10-Q") subsequent to the most recent Form 10-K, (2) a
reading of the latest available unaudited financial statements of PSEG (3) a
reading of the minutes of Meetings of the Shareholders and of the Board of
Directors of PSEG as set forth in the minute books for the current year and
certain draft resolutions for subsequent meetings, and (4) inquiries of the
officers of PSEG who have responsibility for financial and accounting matters
(it being understood that the foregoing procedures do not constitute an audit
made in accordance with generally accepted auditing standards and would not
necessarily reveal matters of significance with respect to the comments made in
such letter, and accordingly that Deloitte & Touche LLP makes no representation
as to the sufficiency of such procedures for the purposes of the Underwriters),
nothing has come to their attention which caused them to believe that (A) any
material modifications should be made to the unaudited financial statements
included in the Forms 10-Q for them to be in conformity with generally accepted
accounting principles; (B) the unaudited financial statements included in the
Forms 10-Q do not comply as to form in all material respects with the applicable
accounting requirements of the 1934 Act and the 1934 Act Regulations or (C) at
the date of the latest available financial statements and at a specified date
not more than three days prior to the date of such letter, there was any change
in the common stock or preferred stock or increase in long-term debt (except for
such stock and long-term debt acquired for sinking fund purposes or redeemed
pursuant to optional redemption or sinking fund provisions, or changes in
capital lease obligations incurred in the ordinary course of PSEG's


                                       16
<PAGE>

business) of PSEG or any decrease in the consolidated net assets of PSEG (except
as occasioned by the declaration of dividends), in each case as compared with
the amounts shown on the most recent consolidated balance sheet of PSEG
incorporated by reference in the Registration Statement and the Prospectus or,
during the period from the date of such balance sheet to a specified date not
more than three days prior to the date of such letter, there were any decreases,
as compared with the corresponding period in the preceding year, in consolidated
revenues or net income of PSEG, except in each such case as set forth in or
contemplated by the Registration Statement and the Prospectus or except for such
exceptions enumerated in such letter as shall have been agreed to by the
Underwriters and PSEG; (iv) in addition to the audit referred to in their report
included or incorporated by reference in the Registration Statement and the
Prospectus, and the limited procedures referred to in clause (iii) above, they
have carried out certain other specified procedures, not constituting an audit,
with respect to certain amounts, percentages and financial information which are
included or incorporated by reference in the Registration Statement and the
Prospectus and which are specified by the Underwriters, and have found such
amounts, percentages and financial information to be in agreement with the
relevant accounting, financial and other records of PSEG and its subsidiaries
identified in such letter, provided, that said letter may vary from requirements
specified above in such manner as the Representative may deem not to be material
or as may be acceptable to the Representative with the consent of Underwriters
who, together with the Representative, have agreed to purchase in the aggregate
50% or more of the Underwritten Securities.

      (f) Bring-down Comfort Letter. At Closing Time, the Representative shall
have received from Deloitte & Touche LLP a letter, dated as of Closing Time, in
form and substance satisfactory to the Representative, together with signed or
reproduced copies of such letter for each of the other Underwriters to the
effect that they reaffirm the statements made in the letter furnished pursuant
to subsection (e) of this Section 5, except that the specified date referred to
shall be a date not more than three business days prior to the Closing Time.

      (g) Ratings. At Closing Time and at any relevant Date of Delivery, the
Underwritten Securities shall have the ratings accorded by any "nationally
recognized statistical rating organization", as defined by the Commission for
purposes of Rule 436(g)(2) of the 1933 Act Regulations, as specified in the
applicable Terms Agreement, and PSEG shall have delivered to the Representative
a letter, dated as of such date, from each such rating organization, or other
evidence satisfactory to the Representative, confirming that the Underwritten
Securities have such ratings. Since the time of execution of such Terms
Agreement, there shall not have occurred a downgrading in, or withdrawal of, the
rating assigned to the Underwritten Securities or any of PSEG's other securities
by any such rating organization, and no such rating organization shall have
publicly announced that it has under surveillance or review its rating of the
Underwritten Securities or any of PSEG's other securities.

      (h) Approval of Listing. At Closing Time, the Underwritten Securities
shall have been approved for listing, subject only to official notice of
issuance, if and as specified in the applicable Terms Agreement.

      (i) No Objection. If the Registration Statement or an offering of
Underwritten Securities has been filed with the NASD for review, the NASD shall
not have raised any objection with respect to the fairness and reasonableness of
the underwriting terms and arrangements.


                                       17
<PAGE>

      (j) Lock-up Agreements. On the date of the applicable Terms Agreement, the
Representative shall have received, in form and substance satisfactory to it,
each lock-up agreement, if any, specified in such Terms Agreement as being
required to be delivered by the persons listed therein.

      (k) Over-Allotment Option. In the event that the Underwriters are granted
an over-allotment option by PSEG in the applicable Terms Agreement and the
Underwriters exercise their option to purchase all or any portion of the Option
Underwritten Securities, the representations and warranties of PSEG contained
herein and the statements in any certificates furnished by PSEG or any of its
subsidiaries hereunder shall be true and correct as of each Date of Delivery,
and, at the relevant Date of Delivery, the Representative shall have received:

            (1) A certificate, dated such Date of Delivery, of the Chairman, the
      President or any Vice President of PSEG, confirming that the certificate
      delivered at the Closing Time pursuant to Section 5(d) hereof remains true
      and correct as of such Date of Delivery.

            (2) The favorable opinion of either James T. Foran, Esquire,
      Associate General Counsel or R. Edwin Selover, Esquire, Vice President and
      General Counsel for PSEG, each in form and substance satisfactory to
      counsel for the Underwriters, dated such Date of Delivery, relating to the
      Option Underwritten Securities and otherwise to the same effect as the
      opinion required by Section 5(b) hereof.

            (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel
      for the Underwriters, dated such Date of Delivery, relating to the Option
      Underwritten Securities and otherwise to the same effect as the opinion
      required by Section 5(c) hereof.

            (4) A letter from Deloitte & Touche LLP, in form and substance
      satisfactory to the Representative and dated such Date of Delivery,
      substantially in the same form and substance as the letter furnished to
      the Representative pursuant to Section 5(f) hereof, except that the
      "specified date" in the letter furnished pursuant to this paragraph shall
      be a date not more than three business days prior to such Date of
      Delivery.

            (5) Since the time of execution of such Terms Agreement, there shall
      not have occurred a downgrading in, or withdrawal of, the rating assigned
      to the Underwritten Securities or any of PSEG's other securities by any
      such rating organization, and no such rating organization shall have
      publicly announced that it has under surveillance or review its rating of
      the Underwritten Securities or any of PSEG's other securities.

      (l) Additional Documents. At Closing Time and at each Date of Delivery,
counsel for the Underwriters shall have been furnished with such documents and
opinions as they may require for the purpose of enabling them to pass upon the
issuance and sale of the Underwritten Securities as herein contemplated, or in
order to evidence the accuracy of any of the representations or warranties, or
the fulfillment of any of the conditions, herein contained; and all proceedings
taken by PSEG in connection with the issuance and sale of the Underwritten
Securities as herein contemplated shall be satisfactory in form and substance to
the Representative and counsel for the Underwriters.


                                       18
<PAGE>

      (m) Termination of Terms Agreement. If any condition specified in this
Section 5 shall not have been fulfilled when and as required to be fulfilled,
the applicable Terms Agreement (or, with respect to the Underwriters' exercise
of any applicable over-allotment option for the purchase of Option Underwritten
Securities on a Date of Delivery after the Closing Time, the obligations of the
Underwriters to purchase the Option Underwritten Securities on such Date of
Delivery) may be terminated by the Representative by notice to PSEG at any time
at or prior to the Closing Time (or such Date of Delivery, as applicable), and
such termination shall be without liability of any party to any other party
except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall
survive any such termination and remain in full force and effect.

      SECTION 6. Indemnification.

      (a) Indemnification of Underwriters. PSEG agrees to indemnify and hold
harmless each Underwriter and each person, if any, who controls any Underwriter
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
as follows:

            (i) against any and all loss, liability, claim, damage and expense
      whatsoever, as incurred, arising out of any untrue statement or alleged
      untrue statement of a material fact contained in the Registration
      Statement (or any amendment thereto), including the Rule 430A Information
      and the Rule 434 Information deemed to be a part thereof, if applicable,
      or the omission or alleged omission therefrom of a material fact required
      to be stated therein or necessary to make the statements therein not
      misleading or arising out of any untrue statement or alleged untrue
      statement of a material fact contained in any preliminary prospectus or
      the Prospectus (or any amendment or supplement thereto) or the omission or
      alleged omission therefrom of a material fact necessary in order to make
      the statements therein, in the light of the circumstances under which they
      were made, not misleading;

            (ii) against any and all loss, liability, claim, damage and expense
      whatsoever, as incurred, to the extent of the aggregate amount paid in
      settlement of any litigation, commenced or threatened, or of any claim
      whatsoever based upon any such untrue statement or omission or any alleged
      untrue statement or omission, if such settlement is effected with the
      written consent of PSEG; and

            (iii) against any and all expense whatsoever, as incurred,
      reasonably incurred in investigating, preparing or defending against any
      litigation, commenced or threatened, or any claim whatsoever based upon
      any such untrue statement or omission, or any such alleged untrue
      statement or omission, to the extent that any such expense is not paid
      under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply (i) to any
loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with written information furnished to PSEG by
any Underwriter through the Representative expressly for use in the Registration
Statement (or any amendment thereto), including the Rule 430A Information and
the Rule 434 Information deemed to be a part thereof, if applicable, or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) or (ii) to any


                                       19
<PAGE>

Underwriter in connection with any preliminary prospectus to the extent that any
such loss, claim, damage or liability of such Underwriter results solely from
the fact that such Underwriter sold Underwritten Securities to a person to whom
it is established that there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Prospectus (excluding documents
incorporated by reference) in any case where such delivery is required by the
1933 Act, if PSEG has previously furnished to the Representative on behalf of
the Underwriters, including such Underwriter, the copies thereof theretofore
requested by the Representative, and the loss, claim, damage or liability of
such Underwriter results from an untrue statement or omission of a material fact
contained in a preliminary prospectus that was corrected in the Prospectus.

      (b) In no case shall PSEG be liable under the indemnity agreement set
forth in Section 6(a) hereof with respect to any claim made against any
Underwriter or any such controlling person unless such party shall be notified
in writing of the nature of the claim promptly after the assertion thereof, but
failure to so notify such party shall not relieve it from any liability which it
may have otherwise than on account of said indemnity agreement. PSEG shall be
entitled to participate at its own expense in the defense, or, if it so elects,
within a reasonable time after receipt of such notice, to assume the defense of
any suit brought to enforce any such claim, but if it so elects to assume the
defense, such defense shall be conducted by counsel chosen by it and approved by
the Underwriter or Underwriters or controlling person or persons, defendant or
defendants in any suit so brought, which approval shall not be unreasonably
withheld. In the event that PSEG elects to assume the defense of any such suit
and retains such counsel, the Underwriter or Underwriters or controlling person
or persons, defendant or defendants in the suit shall bear the fees and expenses
of any additional counsel thereafter retained by them. In the event that the
parties to any such action (including impleaded parties) include PSEG and one or
more Underwriters and any such Underwriter shall have been advised by counsel
chosen by it and satisfactory to PSEG, as the case may be, that there may be one
or more legal defenses available to it which are different from or additional to
those available to PSEG, PSEG shall not have the right to assume the defense of
such action on behalf of such Underwriter and PSEG will reimburse such
Underwriter and any person controlling such Underwriter as aforesaid for the
reasonable fees and expenses of any counsel retained by them, it being
understood that PSEG shall not, in connection with any one action or separate
but similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys for all such Underwriters
and controlling persons, which firm shall be designated by the Representative in
writing. PSEG agrees to notify the Representative promptly after the assertion
of any claim against it, any of its directors, any of its officers who signed
the Registration Statement, or any person who controls it within the meaning of
Section 15 of the 1933 Act, in connection with the issuance and sale, as the
case may be, of the Securities.

      (c) Indemnification of PSEG, Directors and Officers. Each Underwriter
severally agrees to indemnify and hold harmless PSEG, its directors, each of its
officers who signed the Registration Statement, and each person, if any, who
controls PSEG within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) of this Section, as
incurred, but only with respect to statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment
thereto), including the Rule


                                       20
<PAGE>

430A Information and the Rule 434 Information deemed to be a part thereof, if
applicable, or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
furnished to PSEG by such Underwriter through the Representative expressly for
use in the Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto). In case
any action shall be brought against PSEG or any person so indemnified based on
the Registration Statement, such preliminary prospectus or the Prospectus, or
any amendment or supplement thereto and in respect of which indemnity may be
sought against any Underwriter, such Underwriter shall have the rights and
duties given to PSEG, and PSEG and each person so indemnified shall have the
rights and duties given to the Underwriters by the provisions of Section 6(b)
hereof.

      (d) The indemnity agreements contained in this Section 6 shall remain
operative and in full force and effect, regardless of any investigation made by
or on behalf of PSEG, or any Underwriter or any controlling person, and shall
survive the delivery of the Securities to the Underwriters.

      (e) Settlement. No indemnifying party shall, without the prior written
consent of the indemnified parties, settle or compromise or consent to the entry
of any judgment with respect to any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever in respect of which indemnification or contribution could be
sought under this Section 6 or Section 7 hereof (whether or not the indemnified
parties are actual or potential parties thereto), unless such settlement,
compromise or consent (i) includes an unconditional release of each indemnified
party from all liability arising out of such litigation, investigation,
proceeding or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act by or on behalf of any indemnified
party.

      SECTION 7. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Section 6 is for any reason held to be unenforceable by the indemnified parties
although applicable in accordance with its terms, PSEG and the Underwriters
shall contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by said indemnity agreements incurred by
PSEG and one or more of the Underwriters, in such proportions that the
Underwriters are responsible for that portion represented by the percentage that
the underwriting discount in the Terms Agreement or appearing on the cover page
of the Prospectus relating to the Underwritten Securities bears to the initial
public offering price appearing thereon and PSEG, is responsible for the
balance; provided, however, that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section, each person, if any, who
controls an Underwriter within the meaning of Section 15 of the 1933 Act shall
have the same rights to contribution as such Underwriter, and each director of
PSEG, each officer of PSEG who signed the Registration Statement, and each
person, if any, who controls PSEG within the meaning of Section 15 of the 1933
Act shall have the same rights to contribution as PSEG. The Underwriters'
respective obligations to contribute pursuant to this Section 7 are several in
proportion to the aggregate principal amount of Initial Underwritten


                                       21
<PAGE>

Securities set forth opposite their respective names in the applicable Terms
Agreement and not joint.

      SECTION 8. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Underwriting
Agreement or the applicable Terms Agreement or in certificates of officers of
PSEG or any of its subsidiaries submitted pursuant hereto or thereto shall
remain operative and in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or controlling person, or by or on
behalf of PSEG, and shall survive delivery of and payment for the Underwritten
Securities.

      If this Agreement shall be terminated pursuant to Section 9 hereof, PSEG
shall not be under any liability to any Underwriter except as provided in
Sections 4, 6 and 7 hereof; but if, for any other reason the transactions
contemplated herein are not consummated, PSEG will reimburse the Underwriters
for all out-of-pocket expenses, including fees and disbursements of counsel,
reasonably incurred by the Underwriters in making preparations for the purchase,
sale and delivery of the Securities, but PSEG shall then be under no further
liability to the Underwriters in respect of the Securities not so delivered
except as provided in Sections 4, 6 and 7 hereof. Except as provided above, PSEG
shall not be liable to the Underwriters for damages on account of any other
consequential damages or loss of anticipated profits.

      In all dealings hereunder, the representatives shall act on behalf of each
of the Underwriters, and the parties hereto shall be entitled to act and rely
upon any statement, request, notice or agreement on behalf of any Underwriter
made or given by the representatives jointly or by the Representative on behalf
of the representatives.

      SECTION 9. Termination.

      (a) Underwriting Agreement. This Underwriting Agreement (excluding the
applicable Terms Agreement) may be terminated for any reason at any time by PSEG
or by the Representative upon the giving of 30 days' prior written notice of
such termination to the other party hereto.

      (b) Terms Agreement. The Representative may terminate the applicable Terms
Agreement, by notice to PSEG, at any time at or prior to the Closing Time or any
relevant Date of Delivery, if (a) (i) a general banking moratorium shall have
been declared by either Federal or New York authorities, or (ii) there shall
have occurred any new outbreak or unforeseen escalation of hostilities or other
national or international calamity or crisis, or (iii) there shall have occurred
a suspension or material limitation in (x) trading in securities generally on
the New York Stock Exchange, (y) trading in any of PSEG's securities on the New
York Stock Exchange or (z) commercial banking or securities settlement or
clearance services in the United States, and the effect of the occurrence of any
event referred to in clause (i), (ii) or (iii) above is, in the reasonable
judgment of the Representative, so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering of the
Securities or the delivery of the Securities on the terms and in the manner
contemplated in the Prospectus, or (b) the rating accorded the Securities or any
of PSEG's debt securities or preferred stock by any Rating Agency shall have
been lowered since the time this Underwriting Agreement was executed or if


                                       22
<PAGE>

any Rating Agency shall have publicly announced since the time this Underwriting
Agreement was executed that it has placed its rating of the Securities or any of
PSEG's debt securities or preferred stock under surveillance or review, with
possible negative implications.

      (c) Liabilities. If this Underwriting Agreement or the applicable Terms
Agreement is terminated pursuant to this Section 9, such termination shall be
without liability of any party to any other party except as provided in Section
4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such
termination and remain in full force and effect.

      SECTION 10. Default by One or More of the Underwriters. If one or more of
the Underwriters shall fail at the Closing Time or the relevant Date of
Delivery, as the case may be, to purchase the Underwritten Securities which it
or they are obligated to purchase under the applicable Terms Agreement (the
"Defaulted Securities"), then the Representative shall have the right, within 36
hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representative shall not have completed
such arrangements within such 36-hour period, then:

      (a)   if the aggregate principal amount of Defaulted Securities does not
            exceed 10% of the aggregate principal amount of Underwritten
            Securities to be purchased on such date pursuant to such Terms
            Agreement, the non-defaulting Underwriters shall be obligated,
            severally and not jointly, to purchase the full amount thereof in
            the proportions that their respective underwriting obligations under
            such Terms Agreement bear to the underwriting obligations of all
            non-defaulting Underwriters, or

      (b)   if the aggregate principal amount of Defaulted Securities exceeds
            10% of the aggregate principal amount of Underwritten Securities to
            be purchased on such date pursuant to such Terms Agreement, such
            Terms Agreement (or, with respect to the Underwriters' exercise of
            any applicable over-allotment option for the purchase of Option
            Underwritten Securities on a Date of Delivery after the Closing
            Time, the obligations of the Underwriters to purchase, and PSEG to
            sell, such Option Underwritten Securities on such Date of Delivery)
            shall terminate without liability on the part of any non-defaulting
            Underwriter.

      No action taken pursuant to this Section 10 shall relieve any defaulting
Underwriter from liability in respect of its default.

      In the event of any such default which does not result in (i) a
termination of the applicable Terms Agreement or (ii) in the case of a Date of
Delivery after the Closing Time, a termination of the obligations of the
Underwriters and PSEG with respect to the related Option Underwritten
Securities, as the case may be, either the Representative or PSEG shall have the
right to postpone the Closing Time or the relevant Date of Delivery, as the case
may be, for a period not exceeding seven days in order to effect any required
changes in the Registration Statement or the Prospectus or in any other
documents or arrangements.


                                       23
<PAGE>

      SECTION 11. Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to the Representative at
____________________________ attention of ______________; and notices to PSEG
shall be directed to it at 80 Park Plaza, P.O. Box 1171, Newark, New Jersey
07101, attention of James T. Foran Esq., Associate General Counsel.

      SECTION 12. Parties. This Underwriting Agreement and the applicable Terms
Agreement shall each inure to the benefit of and be binding upon PSEG, the
Representative and, upon execution of such Terms Agreement, any other
Underwriters and their respective successors. Nothing expressed or mentioned in
this Underwriting Agreement or such Terms Agreement is intended or shall be
construed to give any person, firm or corporation, other than the Underwriters
and PSEG and their respective successors and the controlling persons and
officers and directors referred to in Sections 6 and 7 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Underwriting Agreement or such Terms Agreement or any provision
herein or therein contained. This Underwriting Agreement and such Terms
Agreement and all conditions and provisions hereof and thereof are intended to
be for the sole and exclusive benefit of the parties hereto and thereto and
their respective successors, and said controlling persons and officers and
directors and their heirs and legal representatives, and for the benefit of no
other person, firm or corporation. No purchaser of Underwritten Securities from
any Underwriter shall be deemed to be a successor by reason merely of such
purchase.

      SECTION 13. GOVERNING LAW AND TIME. THIS UNDERWRITING AGREEMENT AND ANY
APPLICABLE TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY
TIME.


                                       24
<PAGE>

      SECTION 14. Effect of Headings. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.

            If the foregoing is in accordance with your understanding of our
agreement, please sign and return to PSEG a counterpart hereof, whereupon this
Underwriting Agreement, along with all counterparts, will become a binding
agreement between the Representative and PSEG in accordance with its terms.

                                     Very truly yours,

                                     PUBLIC SERVICE ENTERPRISE
                                     GROUP INCORPORATED

                                     By:
                                        ------------------------------------
                                        Title

Confirmed and accepted as of the
date first above written:

[Representative]

By:
   ------------------------------------
   Title:


                                       25
<PAGE>

                                                                       Exhibit A

                  PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
                           (a New Jersey corporation)

                                 [Common Stock]
                                [Preferred Stock]

                                 TERMS AGREEMENT

                                                          [Date]

To: Public Service Enterprise Group Incorporated
    80 Park Plaza, T6A
    P.O. Box 1171
    Newark, NJ 07101-1171

Ladies and Gentlemen:

      We understand that Public Service Enterprise Group Incorporated, a New
Jersey corporation ("PSEG"), proposes to issue and sell $ [ shares of its common
stock, no par value (the "Common Stock")] [ shares of its preferred stock, no
par value (the "Preferred Stock")] (such securities also being hereinafter
referred to as the "[Initial] Underwritten Securities"). Subject to the terms
and conditions set forth or incorporated by reference herein, the underwriters
named below (the "Underwriters") offer to purchase, severally and not jointly,
the number of Underwritten Securities opposite their names set forth below at
the purchase price set forth below [, and a proportionate share of Option
Underwritten Securities set forth below, to the extent any are purchased].

                    Underwriter                                     Number
                    -----------                                     ------
___________________................................               ____________
___________________................................               ____________
Total..............................................               ____________

      The Underwritten Securities shall have the following terms:

                                 [Common Stock]

Title:
Number of shares:
Number of Option Underwritten Securities:
Initial public offering price per share:  $
Purchase price per share:  $


                                      A-1
<PAGE>

Listing requirements:
Black-out provisions:
Lock-up provisions:
Other terms and conditions:
Closing date and location:

                                [Preferred Stock]

Title:
Rank:
Ratings:
Number of shares:
Number of Option Underwritten Securities:
Dividend rate (or formula) per share:  $
Dividend payment dates:
Stated value:  $
Liquidation preference per share:  $
Redemption provisions:
Sinking fund requirements:
Conversion provisions:
Listing requirements:
Black-out provisions:
Lock-up provisions:
Initial public offering price per share: $___ plus accumulated dividends, if
any, from _____

Purchase price per share: $___ plus accumulated dividends, if any, from _____

Other terms and conditions:
Closing date and location:

      All of the provisions contained in the document attached as Annex I hereto
entitled "PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED - Common Stock, Preferred
Stock -- Underwriting Agreement" are hereby incorporated by reference in their
entirety herein and shall be deemed to be a part of this Terms Agreement to the
same extent as if such provisions had been set forth in full herein. Terms
defined in such document are used herein as therein defined.


                                      A-2
<PAGE>

      Please accept this offer no later than 7:00 o'clock P.M. (New York City
time) on _______________, 200_ by signing a copy of this Terms Agreement in the
space set forth below and returning the signed copy to us.

                                         Very truly yours,

                                         [Underwriters]

                                         By:      [Representative]

                                         ------------------------------------
                                                Authorized Signatory

                                         On behalf of itself and the
                                         other Underwriters named above.

Accepted:

PUBLIC SERVICE ENTERPRISE
GROUP INCORPORATED

By:
   -----------------------------------
   Name:
   Title:


                                      A-3
<PAGE>

                                                                       Exhibit B

                        FORM OF OPINION OF PSEG'S COUNSEL
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)

      (1) PSEG has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of New Jersey.

      (2) PSEG has corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Prospectus and to
enter into and perform its obligations under, or as contemplated under, the
Underwriting Agreement and the applicable Terms Agreement.

      (3) PSEG is duly qualified as a foreign corporation to transact business
and is in good standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of property or the
conduct of business, except where the failure to so qualify or be in good
standing would not result in a Material Adverse Effect.

      (4) Each Subsidiary has been duly organized and is validly existing as a
corporation or limited liability company in good standing under the laws of the
jurisdiction of its organization, has power and authority to own, lease and
operate its properties and to conduct its business as described in the
Prospectus and is duly qualified as a foreign corporation/ limited liability
company to transact business and is in good standing in each jurisdiction in
which such qualification is required, whether by reason of the ownership or
leasing of property or the conduct of business, except where the failure to so
qualify or be in good standing would not result in a Material Adverse Effect.
Except as otherwise stated in the Registration Statement and the Prospectus, all
of the issued and outstanding capital stock of each Subsidiary has been duly
authorized and is validly issued, fully paid and non-assessable and, to the best
of my knowledge, is owned by PSEG, directly or through subsidiaries, free and
clear of any security interest, mortgage, pledge, lien, encumbrance, claim or
equity. None of the outstanding shares of capital stock of any Subsidiary was
issued in violation of preemptive or other similar rights of any security holder
of such Subsidiary.

      (5) The authorized, issued and outstanding shares of capital stock of PSEG
is as set forth in the column entitled "Actual" under the caption
"Capitalization" (except for subsequent issuances thereof, if any, pursuant to
reservations, agreements or employee benefit plans referred to in the Prospectus
or pursuant to the exercise of convertible securities or options referred to in
the Prospectus). Such shares of capital stock have been duly authorized and
validly issued by PSEG and are fully paid and non-assessable, and none of such
shares of capital stock was issued in violation of preemptive or other similar
rights of any security holder of PSEG.

      (6) The Underwriting Agreement and the applicable Terms Agreement have
been duly authorized, executed and delivered by PSEG.


                                   Annex I-1
<PAGE>

      (7) [Include if the Underwritten Securities being sold pursuant to the
applicable Terms Agreement include Common Stock --] The Underwritten Securities
have been duly authorized by PSEG for issuance and sale pursuant to the
Underwriting Agreement and the applicable Terms Agreement. The Underwritten
Securities, when issued and delivered by PSEG pursuant to the Underwriting
Agreement and such Terms Agreement against payment of the consideration therefor
specified in such Terms Agreement, will be validly issued, fully paid and
non-assessable and will not be subject to preemptive or other similar rights of
any securityholder of PSEG. No holder of the Underwritten Securities is or will
be subject to personal liability by reason of being such a holder. The form of
certificate used to evidence the Underwritten Securities is in due and proper
form and complies with the applicable statutory requirements, with any
applicable requirements of the charter or by-laws of PSEG and with the
requirements of the New York Stock Exchange.

      (8) [Include if the Underwritten Securities being sold pursuant to the
applicable Terms Agreement include Preferred Stock --] The Underwritten
Securities have been duly authorized by PSEG for issuance and sale pursuant to
the Underwriting Agreement and the applicable Terms Agreement. The applicable
Preferred Stock, when issued and delivered by PSEG pursuant to the Underwriting
Agreement and such Terms Agreement against payment of the consideration therefor
specified in such Terms Agreement, will be validly issued, fully paid and
non-assessable and will not be subject to preemptive or other similar rights of
any securityholder of PSEG. No holder of such Preferred Stock is or will be
subject to personal liability by reason of being such a holder. The form of
certificate used to evidence the Preferred Stock is in due and proper form and
complies with the applicable statutory requirements, with any applicable
requirements of the charter or by-laws of PSEG and with the requirements of the
New York Stock Exchange.

      (9) [Include if the Underwritten Securities being sold pursuant to the
applicable Terms Agreement are convertible into Underlying Securities consisting
of Common Stock --] The Underlying Securities have been duly authorized and
reserved for issuance by PSEG upon conversion of the related Preferred Stock.
The Underlying Securities, when issued upon such conversion, will be validly
issued, fully paid and non-assessable and will not be subject to preemptive or
other similar rights of any securityholder of PSEG. No holder of the Underlying
Securities is or will be subject to personal liability by reason of being such a
holder.

      (10) The Underwritten Securities being sold pursuant to the applicable
Terms Agreement conform, and any Underlying Securities, when issued and
delivered in accordance with the terms of the related Underwritten Securities,
will conform, in all material respects to the statements relating thereto
contained in the Prospectus and are in substantially the form filed or
incorporated by reference, as the case may be, as an exhibit to the Registration
Statement.

      (11) The information in the Prospectus under "Description of Underwritten
Securities" and "Description of Underlying Securities", if any, or any caption
purporting to describe any such Securities, in the Annual Report on Form 10-K
under "Regulatory Issues" and "Environmental Matters" in Item 1 - Business and
under Item 3 - Legal Proceedings, to the extent that it constitutes matters of
law, summaries of legal matters or PSEG's charter, bylaws or legal proceedings,
or legal conclusions, has been reviewed by me and is correct in all material
respects.


                                   Annex I-2
<PAGE>

      (12) To the best of my knowledge, neither PSEG nor any of its Subsidiaries
is in violation of its charter or by-laws and no default by PSEG or any of its
Subsidiaries exists in the due performance or observance of any material
obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other agreement or
instrument that is described or referred to in the Registration Statement or the
Prospectus or filed or incorporated by reference as an exhibit to the
Registration Statement.

      (13) The execution, delivery and performance of the Underwriting
Agreement, the applicable Terms Agreement and any other agreement or instrument
entered into or issued or to be entered into or issued by PSEG in connection
with the transactions contemplated in the Registration Statement and the
Prospectus and the consummation of the transactions contemplated in the
Underwriting Agreement and such Terms Agreement and in the Registration
Statement and the Prospectus (including the issuance and sale of the
Underwritten Securities and the use of the proceeds from the sale of the
Underwritten Securities as described under the caption "Use of Proceeds" and the
issuance of any Underlying Securities) and compliance by PSEG with its
obligations thereunder do not and will not, whether with or without the giving
of notice or passage of time or both, conflict with or constitute a breach of,
or default or Repayment Event under, or result in the creation or imposition of
any lien, charge or encumbrance upon any assets, properties or operations of
PSEG or any of its subsidiaries pursuant to, any contract, indenture, mortgage,
deed of trust, loan or credit agreement, note, lease or any other agreement or
instrument, known to me, to which PSEG or any of its subsidiaries is a party or
by which it or any of them may be bound, or to which any of the assets,
properties or operations of PSEG or any of its subsidiaries is subject, nor will
such action result in any violation of the provisions of the charter or by-laws
of PSEG or any of its subsidiaries or any applicable law, statute, rule,
regulation, judgment, order, writ or decree, known to me, of any government,
government instrumentality or court, domestic or foreign, having jurisdiction
over PSEG or any of its subsidiaries or any of their assets, properties or
operations.

      (14) To the best of my knowledge, there is not pending or threatened any
action, suit, proceeding, inquiry or investigation to which PSEG or any of its
subsidiaries thereof is a party or to which the assets, properties or operations
of PSEG or any of its subsidiaries thereof is subject, before or by any court or
governmental agency or body, domestic or foreign, which might reasonably be
expected to result in a Material Adverse Effect or which might reasonably be
expected to materially and adversely affect the assets, properties or operations
thereof or the consummation of the transactions contemplated under the
Underwriting Agreement or the applicable Terms Agreement or the performance by
PSEG of its obligations thereunder.

      (15) All descriptions in the Prospectus of contracts and other documents
to which PSEG or its subsidiaries are a party are accurate in all material
respects. To the best of my knowledge, there are no franchises, contracts,
indentures, mortgages, loan agreements, notes, leases or other instruments
required to be described or referred to in the Prospectus or to be filed as
exhibits to the Registration Statement other than those described or referred to
therein or filed or incorporated by reference as exhibits thereto, and the
descriptions thereof or references thereto are correct in all material respects.

      (16) To the best of my knowledge, there are no statutes or regulations
that are required to be described in the Prospectus that are not described as
required.


                                   Annex I-3
<PAGE>

      (17) The Registration Statement (including any Rule 462(b) Registration
Statement) has been declared effective under the 1933 Act. Any required filing
of the Prospectus pursuant to Rule 424(b) has been made in the manner and within
the time period required by Rule 424(b). To the best of my knowledge, no stop
order suspending the effectiveness of the Registration Statement (or such Rule
462(b) Registration Statement) has been issued under the 1933 Act and no
proceedings for that purpose have been initiated or are pending or threatened by
the Commission.

      (18) The Registration Statement (including any Rule 462(b) Registration
Statement) and the Prospectus, excluding the documents incorporated by reference
therein, and each amendment or supplement to the Registration Statement
(including any Rule 462(b) Registration Statement) and Prospectus, excluding the
documents incorporated by reference therein, as of their respective effective or
issue dates (other than the financial statements and supporting schedules
included therein or omitted therefrom, as to which I express no opinion)
complied as to form in all material respects with the requirements of the 1933
Act and the 1933 Act Regulations.

      (19) The documents incorporated by reference in the Prospectus (other than
the financial statements and supporting schedules therein or omitted therefrom,
as to which I express no opinion), when they became effective or were filed with
the Commission, as the case may be, complied as to form in all material respects
with the requirements of the 1933 Act or the 1934 Act, as applicable, and the
rules and regulations of the Commission thereunder.

      (20) No filing with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any court or governmental authority or
agency, domestic or foreign, is necessary or required for the due authorization,
execution or delivery by PSEG of the Underwriting Agreement or the applicable
Terms Agreement or for the performance by PSEG of the transactions contemplated
under the Prospectus, the Underwriting Agreement or such Terms Agreement, other
than under the 1933 Act and the 1933 Act Regulations, which have already been
made, obtained or rendered, as applicable.

      (21) PSEG is not, and upon the issuance and sale of the Underwritten
Securities as herein contemplated and the application of the net proceeds
therefrom as described in the Prospectus will not be, an "investment company"
within the meaning of the Investment Company Act of 1940, as amended (the "1940
Act").

      Nothing has come to my attention that would lead me to believe that the
Registration Statement (including any Rule 462(b) Registration Statement) or any
post-effective amendment thereto (except for financial statements and supporting
schedules and other financial data included therein or omitted therefrom, as to
which I make no statement), at the time the Registration Statement (including
any Rule 462(b) Registration Statement) or any post-effective amendment thereto
(including the filing of PSEG's Annual Report on Form 10-K with the Commission)
became effective or at the date of the applicable Terms Agreement, contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
or that the Prospectus or any amendment or supplement thereto (except for
financial statements and supporting schedules and other financial data included
therein or omitted therefrom, as to which I make no statement), at


                                   Annex I-4
<PAGE>

the time the Prospectus was issued, at the time any such amended or supplemented
prospectus was issued or at the Closing Time, included or includes an untrue
statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

      In rendering such opinion, such counsel may rely as to matters of fact
(but not as to legal conclusions), to the extent he deems proper, on
certificates of responsible officers of PSEG and public officials. Such opinion
shall not state that it is to be governed or qualified by, or that it is
otherwise subject to, any treatise, written policy or other document relating to
legal opinions, including, without limitation, the Legal Opinion Accord of the
ABA Section of Business Law (1991).


                                   Annex I-5