Exhibit 4.1


                      LIMITED LIABILITY COMPANY AGREEMENT

                                      OF

                        PSE&G TRANSITION FUNDING II LLC

     This Limited Liability Company Agreement (this "Agreement") of PSE&G
Transition Funding II LLC, dated and effective as of July 18, 2005, is entered
into by Public Service Electric and Gas Company, as the sole member (the
"Member").

     The Member, by execution of this Agreement, hereby forms a limited
liability company pursuant to and in accordance with the Delaware Limited
Liability Company Act (6 Del.C. ss.18-101, et seq.), as amended from time to
time (the "Act"), and hereby agrees as follows:

     1.   Name. The name of the limited liability company formed hereby is PSE&G
Transition Funding II LLC (the "Company").

     2.   Certificates. James G. Leyden, Jr., is hereby designated an
"authorized person" within the meaning of the Act, and has executed, delivered
and filed the Certificate of Formation of the Company with the Secretary of
State of the State of Delaware. Upon the filing of the Certificate of
Formation with the Secretary of State of the State of Delaware, his powers as
an "authorized person" ceased, and the Member thereupon became the designated
"authorized person" and shall continue as the designated "authorized person"
within the meaning of the Act. The Member is hereby authorized to execute,
deliver and file any certificates (and any amendments and/or restatements
thereof) (i) to be filed in the office of the Secretary of State of the State
of Delaware, or (ii) necessary for the Company to qualify to do business in
any jurisdiction in which the Company may wish to conduct business.

     3.   Purposes. The Company is formed for the object and purpose of, and the
nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies
may be formed under the Act.

     4.   Powers. In furtherance of its purposes, but subject to all of the
provisions of this Agreement, the Company shall have the power and is hereby
authorized to:

          (a)  Acquire by purchase, lease, contribution of property or
               otherwise, own, hold, sell, convey, transfer or dispose of any
               real or personal property that may be necessary, convenient or
               incidental to the accomplishment of the purposes of the
               Company;

          (b)  Act as a trustee, executor, nominee, bailee, director, officer,
               agent or in some other fiduciary capacity for any person or
               entity and to exercise all of the powers, duties, rights and
               responsibilities associated therewith;

          (c)  Take any and all actions necessary, convenient or appropriate
               as trustee, executor, nominee, bailee, director, officer, agent
               or other fiduciary, including the granting or approval of
               waivers, consents or amendments of

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               rights or powers relating thereto and the execution of
               appropriate documents to evidence such waivers, consents or
               amendments;

          (d)  Operate, purchase, maintain, finance, improve, own, sell,
               convey, assign, mortgage, lease or demolish or otherwise
               dispose of any real or personal property that may be necessary,
               convenient or incidental to the accomplishment of the purposes
               of the Company;

          (e)  Borrow money and issue evidences of indebtedness in furtherance
               of any or all of the purposes of the Company, and secure the
               same by mortgage, pledge or other lien on the assets of the
               Company;

          (f)  Invest any funds of the Company pending distribution or payment
               of the same pursuant to the provisions of this Agreement;

          (g)  Prepay, in whole or in part, refinance, recast, increase,
               modify or extend any indebtedness of the Company and, in
               connection therewith, execute any extensions, renewals or
               modifications of any mortgage or security agreement securing
               such indebtedness;

          (h)  Enter into, perform and carry out contracts of any kind,
               including, without limitation, contracts with any person or
               entity affiliated with the Member, necessary to, in connection
               with, convenient to, or incidental to the accomplishment of the
               purposes of the Company;

          (i)  Employ or otherwise engage employees, managers, contractors,
               advisors, attorneys and consultants and pay reasonable
               compensation for such services;

          (j)  Enter into partnerships, limited liability companies, trusts,
               associations, corporations or other ventures with other persons
               or entities in furtherance of the purposes of the Company; and

          (k)  Do such other things and engage in such other activities
               related to the foregoing as may be necessary, convenient or
               incidental to the conduct of the business of the Company, and
               have and exercise all of the powers and rights conferred upon
               limited liability companies formed pursuant to the Act.

     5.   Principal Business Office. The principal business office of the
Company shall be located at such location as may hereafter be determined by
the Member.

     6.   Registered Office. The address of the registered office of the Company
in the State of Delaware is c/o The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware
19801.


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     7.   Registered Agent. The name and address of the registered agent of the
Company for service of process on the Company in the State of Delaware are The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801.

     8.   Members. The name of the Member is Public Service Electric and Gas
Company.

     9.   Limited Liability. Except as otherwise required by the Act, the debts,
obligations and liabilities of the Company, whether arising in contract, tort
or otherwise, shall be solely the debts, obligations and liabilities of the
Company, and the Member shall not be obligated personally for any such debt,
obligation or liability of the Company solely by reason of being a member of
the Company.

     10.  Admission. The Member is admitted as a member of the Company upon its
execution and delivery of this Agreement.

     11.  Additional Contributions. The Member is not required to make any
capital contribution to the Company. However, the Member may at any time make
capital contributions to the Company.

     12.  Allocation of Profits and Losses. The Company's profits and losses
shall be allocated solely to the Member.

     13.  Distributions. Distributions shall be made to the Member at the times
and in the aggregate amounts determined by the Member. Notwithstanding any
provision to the contrary contained in this Agreement, the Company shall not
be required to make a distribution to the Member on account of its interest in
the Company if such distribution would violate Section 18-607 of the Act or
other applicable law.

     14.  Management. In accordance with Section 18-402 of the Act, management
of the Company shall be vested in the Member. The Member shall have the power
to do any and all acts necessary, convenient or incidental to or for the
furtherance of the purposes described herein, including all powers, statutory
or otherwise, possessed by members of a limited liability company under the
laws of the State of Delaware. Notwithstanding any provision to the contrary
contained in this Agreement, the Member has the authority to bind the Company
and is authorized to execute and deliver any document on behalf of the Company
without any vote or consent of any other person or entity.

     15.  Officers. The Member may, from time to time as it deems advisable,
select natural persons who are employees or agents of the Company and
designate them as officers of the Company (the "Officers") and assign titles
(including, without limitation, President, Vice President, Secretary, and
Treasurer) to any such person. Unless the Member decides otherwise, if the
title is one commonly used for officers of a business corporation formed under
the Delaware General Corporation Law, the assignment of such title shall
constitute the


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delegation to such person of the authorities and duties that are normally
associated with that office. Any delegation pursuant to this Section 15 may be
revoked at any time by the Member. An Officer may be removed with or without
cause by the Member.

     16.  Other Business. The Member may engage in or possess an interest in
other business ventures of every kind and description, independently or with
others. The Company shall not have any rights in or to such independent
ventures or the income or profits therefrom by virtue of this Agreement.

     17.  Exculpation and Indemnification. No Member or Officer shall be liable
to the Company or any person or entity bound by this Agreement for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by such Member or Officer in good faith on behalf of the Company and in a
manner reasonably believed to be within the scope of the authority conferred
on such Member or Officer by this Agreement, except that a Member or Officer
shall be liable for any such loss, damage or claim incurred by reason of such
Member's or Officer's willful misconduct. To the full extent permitted by
applicable law, a Member or Officer shall be entitled to indemnification from
the Company for any loss, damage or claim incurred by such Member or Officer
by reason of any act or omission performed or omitted by such Member or
Officer in good faith on behalf of the Company and in a manner reasonably
believed to be within the scope of the authority conferred on such Member or
Officer by this Agreement, except that no Member or Officer shall be entitled
to be indemnified in respect of any loss, damage or claim incurred by such
Member or Officer by reason of willful misconduct with respect to such acts or
omissions; provided, however, that any indemnity under this Section 17 shall
be provided out of and to the extent of Company assets only, and the Member
shall not have personal liability on account thereof.

     18.  Assignments. The Member may at any time assign in whole or in part
its limited liability company interest in the Company. The transferee shall be
admitted to the Company as a member upon its execution of an instrument
signifying its agreement to be bound by the terms and conditions of this
Agreement. If the Member transfers all of its interest in the Company pursuant
to this Section 18, such admission shall be deemed effective immediately prior
to the transfer, and, immediately following such admission, the transferor
Member shall cease to be a member of the Company.

     19.  Resignation. The Member may at any time resign from the Company. If
the Member resigns pursuant to this Section 19, an additional member shall be
admitted to the Company, subject to Section 20 hereof, upon its execution of
an instrument signifying its agreement to be bound by the terms and conditions
of this Agreement. Such admission shall be deemed effective immediately prior
to the resignation, and, immediately following such admission, the resigning
Member shall cease to be a member of the Company.

     20.  Admission of Additional Members. One or more additional members of
the Company may be admitted to the Company with the written consent of the
Member.


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     21.  Dissolution.

          (a)  The Company shall dissolve and its affairs shall be wound up
               upon the first to occur of the following: (i) the written
               consent of the Member, (ii) at any time there are no members of
               the Company unless the Company is continued in accordance with
               the Act, or (iii) the entry of a decree of judicial dissolution
               under Section 18-802 of the Act.

          (b)  The bankruptcy (as defined at Sections 18-101 and 18-304 of the
               Act) of the Member shall not cause the Member to cease to be a
               member of the Company and upon the occurrence of such an event,
               the business of the Company shall continue without dissolution.

          (c)  In the event of dissolution, the Company shall conduct only
               such activities as are necessary to wind up its affairs
               (including the sale of the assets of the Company in an orderly
               manner), and the assets of the Company shall be applied in the
               manner, and in the order of priority, set forth in Section
               18-804 of the Act.

     22.  Severability of Provisions. Each provision of this Agreement shall be
considered severable, and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality shall not impair
the operation of or affect those portions of this Agreement that are valid,
enforceable and legal.

     23.  Entire Agreement. This Agreement constitutes the entire agreement of
the Member with respect to the subject matter hereof.

     24.  Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware (without regard to conflict of laws
principles), all rights and remedies being governed by said laws.

     25.  Amendments. This Agreement may not be modified, altered, supplemented
or amended except pursuant to a written agreement executed and delivered by
the Member.

     26.  Sole Benefit of Member. Except as expressly provided in Section 17,
the provisions of this Agreement (including Section 11) are intended solely to
benefit the Member and, to the fullest extent permitted by applicable law,
shall not be construed as conferring any benefit upon any creditor of the
Company (and no such creditor shall be a third-party beneficiary of this
Agreement), and no Member shall have any duty or obligation to any creditor of
the Company to make any contributions or payments to the Company.


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     IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Agreement as of the date first written above.

                                   PSE&G Transition Funding II LLC

                                   Public Service Electric and Gas Company,
                                          Sole Member


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



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