Exhibit 4.5




                           FORM OF TRANSITION BONDS



<PAGE>


REGISTERED                                           $

No. R-_______        CUSIP NO.________

                      SEE REVERSE FOR CERTAIN DEFINITIONS

     THE PRINCIPAL OF THIS CLASS A-_ BGS TRANSITION BOND WILL BE PAID IN
INSTALMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT
OF THIS CLASS A-_ BGS TRANSITION BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF. THE HOLDER OF THIS CLASS A-_ BGS TRANSITION BOND
HEREBY COVENANTS AND AGREES THAT PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND
ONE (1) DAY AFTER THE PAYMENT IN FULL OF THE SERIES 2005-1, CLASS A-_ BGS
TRANSITION BONDS, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN
INSTITUTING AGAINST, THE ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
INSOLVENCY OR LIQUIDATION PROCEEDINGS OR OTHER SIMILAR PROCEEDING UNDER THE
LAWS OF THE UNITED STATES OR ANY STATE OF THE UNITED STATES. TRANSFERS OF THIS
GLOBAL BGS TRANSITION BOND SHALL BE LIMITED TO TRANSFERS IN THE CLEARING
AGENCY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL BGS TRANSITION BOND SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE.


                                      1
<PAGE>


                        PSE&G TRANSITION FUNDING II LLC

                BGS TRANSITION BONDS, SERIES 2005-1, CLASS A-_.

   Interest        Original Principal       Expected Final
     Rate                Amount              Payment Date       Maturity Date

%                  $


     PSE&G Transition Funding II LLC, a limited liability company formed and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to the Registered Holder
hereof, or registered assigns, the Original Principal Amount shown above in
semi-annual installments on the Payment Dates (as defined below) and in the
amounts specified on the reverse hereof or, if less, the amounts determined
pursuant to Section 8.2(g) of the Indenture, in each year, commencing on the
date determined as provided on the reverse hereof and ending on or before the
Final Maturity Date, to pay the entire unpaid principal hereof on the Final
Maturity Date and to pay interest, at the Interest Rate shown above at a fixed
rate, on each ___________ 15 and ___________ 15, and if any such day is not a
Business Day, the next succeeding Business Day, commencing on ___________,
2005 and continuing until the earlier of the payment of the principal hereof
and the Final Maturity Date (each a "Payment Date"), on the principal amount
of this Class A-_ Transition Bond outstanding from time to time. Interest will
be computed (i) for the first Payment Date on the basis of the actual number
of days elapsed (determined on the basis of a 360-day year of twelve 30-day
months) from and including the Series Issuance Date, to but excluding such
Payment Date, and a 360-day year and (ii) for each succeeding Payment Date on
the basis of a 360-day year of twelve 30-day months. Such principal of and
interest on this Series 2005-1, Class A-_ Transition Bond shall be paid in the
manner specified on the reverse hereof.

     The principal of and interest on this Series 2005-1, Class A-_ Transition
Bond are payable in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private
debts. All payments made by the Issuer with respect to this Class A-_
Transition Bond shall be applied first to interest due and payable on this
Class A-_ Transition Bond as provided above and then to the unpaid principal
of this Class A-_ Transition Bond, all in the manner set forth in Section
8.2(g) of the Indenture.

     Reference is made to the further provisions of this Class A-_ Transition
Bond set forth on the reverse hereof, which shall have the same effect as
though fully set forth on the face of this Class A-_ Transition Bond.

     Unless the certificate of authentication hereon has been executed by the
Trustee whose name appears below by manual signature, this Class A-_
Transition Bond shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any purpose.


                                      2
<PAGE>


     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by an authorized Manager of the Issuer.

Dated: [         ], 2005

                                    PSE&G TRANSITION FUNDING II LLC


                                    By:______________________________
                                    Name:
                                    Title:


                                      3
<PAGE>


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Dated: [         ], 2005

     This is one of the Class A-_ Transition Bonds of the Series 2005-1
Transition Bonds, designated above and referred to in the within-mentioned
Indenture.

                                    THE BANK OF NEW YORK,
                                    not in its individual capacity
                                    but solely as Trustee on behalf of
                                    the Transition Bondholders,


                                  By:_________________________________
                                     Name:
                                     Title:



                                      4
<PAGE>


                        REVERSE OF BGS TRANSITION BOND

     This Series 2005-1, Class A-_ Transition Bond is one of a duly authorized
issue of Transition Bonds of the Issuer, designated as its Transition Bonds
(herein called the "Transition Bonds"), issued and to be issued in one or more
Series, which Series are issuable in one or more Classes. The Series 2005-1
Transition Bonds consist of three Classes, including the Class A-_ Transition
Bonds (herein called the "Class A-_ Transition Bonds"). The Class A-_
Transition Bonds have been issued under an indenture dated as of ___________,
2005, and a series supplement thereto dated as of ___________, 2005 (such
series supplement, as supplemented or amended, the "Series Supplement" and,
collectively with such indenture, as supplemented or amended, the
"Indenture"), each between the Issuer and The Bank of New York, as Trustee
(the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the Collateral pledged, the nature
and extent of the security, the respective rights, obligations and immunities
thereunder of the Issuer, the Trustee and the Holders of the Transition Bonds
and the terms and conditions under which additional Transition Bonds may be
issued. All terms used in this Class A-_ Transition Bond that are defined in
the Indenture, as supplemented or amended, shall have the meanings assigned to
them in the Indenture.

     The Class A-_ Transition Bonds, the other Classes of Series 2005-1
Transition Bonds and any other Series of Transition Bonds issued by the Issuer
are and will be equally and ratably secured by the Collateral pledged as
security therefor as provided in the Indenture.

     The principal of this Class A-_ Transition Bond shall be payable on each
Payment Date only to the extent that amounts in the Collection Account are
available therefor, and only until the outstanding principal balance thereof
on such Payment Date (after giving effect to all payments of principal, if
any, made on such Payment Date) has been reduced to the principal balance
specified in the Sinking Fund Amortization Schedule which is attached to the
Series Supplement as Schedule A, unless payable earlier because an Event of
Default has occurred and is continuing and the Trustee or the Holders of
Transition Bonds representing not less than a majority of the Outstanding
Amount of the Transition Bonds of all Series have declared the Transition
Bonds to be immediately due and payable in accordance with Section 5.2 of the
Indenture.

However, actual principal payments may be made in lesser than expected amounts
and at later than expected times as determined pursuant to Section 8.2(g) of
the Indenture. The entire unpaid principal amount of this Series 2005-1, Class
A-_ Transition Bond shall be due and payable on the earlier of the Final
Maturity Date hereof and the Redemption Date, if any. Notwithstanding the
foregoing, the entire unpaid principal amount of the Transition Bonds shall be
due and payable, if not then previously paid, on the date on which an Event of
Default shall have occurred and be continuing and the Trustee or the Holders
of the Transition Bonds of all Series representing not less than a majority of
the Outstanding Amount of the Transition Bonds have declared the Transition
Bonds to be immediately due and payable in the manner provided in Section 5.2
of the Indenture. All principal payments on the Class A-_ Transition Bonds
shall be made pro rata to the Class A-_ Transition Bondholders entitled
thereto based on the respective principal amounts of the Series 2005-1, Class
A-_ Transition Bonds held by them.


                                      5
<PAGE>


     Payments of interest on this Class A-_ Transition Bond due and payable on
each Payment Date, together with the instalment of principal payable on this
Class A-_ Transition Bond on such Payment Date shall be made by check mailed
first-class, postage prepaid, to the Person whose name appears as the
Registered Holder of this Class A-_ Transition Bond (or any one or more
predecessor of such Transition Bond) in the Transition Bond Register as of the
close of business on the Record Date or in such other manner as may be
provided in the Series Supplement, except that with respect to Class A-_
Transition Bonds registered on the Record Date in the name of a Clearing
Agency, payments will be made by wire transfer in immediately available funds
to the account designated by such Clearing Agency and except for the final
instalment of principal payable with respect to this Class A-_ Transition Bond
on a Payment Date which shall be payable as provided below. Such checks shall
be mailed to the Person entitled thereto at the address of such Person as it
appears in the Transition Bond Register as of the applicable Record Date
without requiring that this Class A-_ Transition Bond be submitted for
notation of payment. Any reduction in the principal amount of this Class A-_
Transition Bond (or any one or more predecessor to such Transition Bond)
effected by any payments made on any Payment Date shall be binding upon all
future Holders of this Class A-_ Transition Bond and of any Class A-_
Transition Bond issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon. If funds are expected
to be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Class A-_ Transition Bond on a
Payment Date, then the Trustee, in the name of and on behalf of the Issuer,
will notify the Person who was the Registered Holder hereof as of the second
preceding Record Date to such Payment Date by notice mailed no later than five
days prior to such final Payment Date and shall specify that such final
instalment will be payable to the Registered Holder hereof as of the Record
Date immediately preceding such final Payment Date and only upon presentation
and surrender of this Class A-_ Transition Bond and shall specify the place
where this Series 2005-1, Class A-_ Transition Bond may be presented and
surrendered for payment of such instalment.

     The Issuer shall pay interest on overdue instalments of interest on this
Class A-_ Transition Bond at the Interest Rate for Class A-_ to the extent
lawful.

     This Class A-_ Transition Bond is a Transition Bond as such term is
defined in the Competition Act. Principal and interest due and payable on this
Transition Bond are payable from and secured primarily by bondable transition
property created and established by a bondable stranded cost rate order issued
by the State of New Jersey Board of Public Utilities pursuant to the
Competition Act. Bondable transition property consists of the irrevocable
right to impose and collect certain non-bypassable charges (defined in the
Competition Act as "transition bond charges") to be included in electric
utility bills of all electric service retail customers of Public Service
Electric and Gas Company, a New Jersey electric utility.

     The Competition Act provides that:

     "The State of New Jersey does hereby pledge and agree with the holders of
any transition bonds issued under the authority of this Act, with the pledgee,
owner or assignee of bondable transition property, with any financing entity
which has issued transition bonds with respect to which a bondable stranded
costs rate order has been issued and with any person who may enter into
agreements with an electric public utility or an assignee or pledgee thereof
or a financing


                                      6
<PAGE>


entity pursuant to this act, that the State will not limit, alter or impair
any bondable transition property or other rights vested in an electric public
utility or an assignee or pledgee thereof or a financing entity or vested in
the holders of any transition bonds pursuant to a bondable stranded costs rate
order until such transition bonds, together with the interest and acquisition
or redemption premium, if any, thereon, are fully paid and discharged or until
such agreements are fully performed on the part of the electric public
utility, any assignee or pledgee thereof or the financing entity or in any way
limit, alter, impair or reduce the value or amount of the bondable transition
property approved by a bondable stranded costs rate order . . .".

     As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Class A-_ Transition Bond may be registered in
the Transition Bond Register upon surrender of this Class A-_ Transition Bond
for registration of transfer at the office or agency designated by the Issuer
pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the Holder hereof or his attorney duly authorized in writing, with such
signature guaranteed by an Eligible Guarantor Institution, and thereupon one
or more new Class A-_ Transition Bonds of any Authorized Denominations and in
the same aggregate initial principal amount will be issued to the designated
transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Class A-_ Transition Bond, but
the transferor may be required to pay a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any
registration of transfer or exchange.

     Prior to the due presentment for registration of transfer of this Class
A-_ Transition Bond, the Issuer, the Trustee and any agent of the Issuer or
the Trustee may treat the Person in whose name this Class A-_ Transition Bond
is registered (as of the day of determination) as the owner hereof for the
purpose of receiving payments of principal of and interest on this Class A-_
Transition Bond and for all other purposes whatsoever, whether or not this
Class A-_Transition Bond may be overdue, and neither the Issuer, the Trustee
nor any such agent shall be affected by notice to the contrary.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Transition Bonds under the
Indenture at any time by the Issuer with the consent of the Holders of
Transition Bonds representing a majority of the Outstanding Amount of all
Transition Bonds at the time Outstanding of each Series or Class to be
affected. The Indenture also contains provisions permitting the Holders of
Transition Bonds representing specified percentages of the Outstanding Amount
of the Transition Bonds of all Series, on behalf of the Holders of all the
Transition Bonds, to waive compliance by the Issuer with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Class A-_
Transition Bond (or any one or more predecessor of such transition bonds)
shall be conclusive and binding upon such Holder and upon all future Holders
of this Class A-_ Transition Bond and of any Class A-_ Transition Bond issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent or waiver is made upon this
Class A-_ Transition Bond. The Indenture also permits the Trustee to amend or
waive certain terms and conditions set forth in the Indenture without the
consent of Holders of the Transition Bonds issued thereunder.


                                      7
<PAGE>


     The term "Issuer" as used in this Series 2005-1, Class A-_ Transition
Bond includes any successor to the Issuer under the Indenture.

     The Issuer is permitted by the Indenture, under certain circumstances, to
merge or consolidate, subject to the rights of the Trustee and the Holders of
Transition Bonds under the Indenture.

     The Class A-_ Transition Bonds are issuable only in registered form in
Authorized Denominations as provided in the Indenture and the Series
Supplement, subject to certain limitations therein set forth.

     This Class A-_ Transition Bond and the Indenture shall be construed in
accordance with the laws of the State of New Jersey, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.

     No reference herein to the Indenture and no provision of this Class A-_
Transition Bond or of the Indenture shall alter or impair the obligation of
the Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Class A-_ Transition Bond at the times and rate and in the
currency herein prescribed.


                                      8
<PAGE>


                                  ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:
___________________

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _________________________________________________________________________
                         (name and address of assignee)

the within Class A-_ Transition Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
______________________________________________________________________________

                        (name and address of appointee)

attorney, to transfer said Class A-_ Transition Bond on the books kept for
registration thereof, with full power of substitution in the premises.

Dated:

________       ____________________________*
               Signature Guaranteed:

________       ____________________________

*    NOTE: The signature to this assignment must correspond with the name of
     the registered owner as it appears on the face of the within Class A-_
     Transition Bond in every particular, without alteration, enlargement or
     any change whatsoever.


                                      9