Exhibit 4-3

                                     BY-LAWS

                                       OF

                  PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

                           --------------------------

                                  As in effect

                                December 20, 1994
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                                     BY-LAWS
                                       OF
                         PUBLIC SERVICE ENTERPRISE GROUP
                                  INCORPORATED

                                 ---------------

                                   ARTICLE I.

                                   DIRECTORS.

      SECTION 1. (a) Number, election and terms. Except as otherwise fixed by or
pursuant to the  provisions  of Article 3 of the  Certificate  of  Incorporation
relating to the rights of the  holders of any class or series of stock  having a
preference  over the Common Stock as to dividends or upon  liquidation  to elect
additional directors under specified circumstances,  the number of the directors
of the  corporation  shall be fixed from time to time by the Board of  Directors
but shall not be less than 3 nor more than 16. The  directors,  other than those
who may be  elected  by the  holders  of any class or  series of stock  having a
preference over the Common Stock as to dividends or upon  liquidation,  shall be
classified,  with respect to the time for which they severally hold office, into
three classes, as nearly equal in number as possible, as determined by the Board
of Directors of the corporation,  one class to be originally  elected for a term
expiring at the annual meeting of stockholders to be held in 1988, another class
to be  originally  elected  for  a  term  expiring  at  the  annual  meeting  of
stockholders to be held in 1989, and another class to be originally  elected for
a term expiring at the annual meeting of  stockholders  to be held in 1990, with
the directors in each class to hold office until their respective successors are
elected  and  qualified.  At each  annual  meeting  of the  stockholders  of the
corporation, the successors of the class of directors whose term expires at that
meeting  shall be  elected  to hold  office  for a term  expiring  at the annual
meeting  of  stockholders  held in the third  year  following  the year of their
election and until their  respective  successors are elected and  qualified.  As
used in these  By-Laws,  the term  "entire  Board"  means  the  total  number of
directors which the corporation would have if there were no vacancies.

      (b)  Stockholder  nomination  of director  candidates.  Advance  notice of
stockholder  nominations  for election of directors shall be given in the manner
provided in Article IX, Section 9 of these By-Laws.

      (c)  Newly  created  directorships  and  vacancies.  Except  as  otherwise
provided  for or fixed by or  pursuant  to the  provisions  of  Article 3 of the
Certificate of Incorporation  relating to the rights of the holders of any class
or series of stock having a preference  over the Common Stock as to dividends or
upon liquidation to elect directors under specified circumstances, newly created
directorships  resulting  from any increase in the number of  directors  and any
vacancies  on  the  Board  of  Directors  resulting  from  death,   resignation,
disqualification, removal or other cause shall be filled by the affirmative vote
of a majority of the remaining directors then in office, even though less than a
quorum of the Board of Directors.  Any director  elected in accordance  with the
preceding  sentence shall hold office until the next  succeeding  annual meeting
stockholders  and until  such  director's  successor,  who  shall  serve for the
remainder  of the  full  term  of the  class  of  directors  in  which  the
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new  directorship was created or the vacancy  occurred,  shall have been elected
and qualified.  No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

      (d) Removal and  Suspension.  Subject to the rights of any class or series
of stock  having a  preference  over the Common  Stock as to  dividends  or upon
liquidation to elect directors under specified  circumstances,  any director may
be removed from office without cause only by the affirmative vote of the holders
of 80% of the  combined  voting  power of the then  outstanding  shares of stock
entitled to vote  generally in the election of directors,  voting  together as a
single class.  The Board of Directors,  by the affirmative vote of a majority of
the directors in office,  may remove a director or directors for cause where, in
the judgment of such majority,  the continuation of the director or directors in
office  would be harmful to the  corporation  and may  suspend  the  director or
directors for a reasonable period pending final  determination that cause exists
for such removal.

      SECTION 2. The Board of Directors,  by the affirmative  vote of a majority
of directors in office and irrespective of any personal interest of any of them,
may  establish  reasonable   compensation  of  directors  for  services  to  the
corporation as directors, officers, or otherwise.

                                   ARTICLE II

                                    OFFICERS.

      SECTION  1. The  elective  officers  of the  corporation  shall  include a
President,  one or more Vice  Presidents,  a  Secretary,  one or more  Assistant
Secretaries,  a Treasurer,  and one or more Assistant  Treasurers,  and may also
include a Chairman of the Board,  one or more Senior  Executive Vice Presidents,
one or more Executive Vice  Presidents,  and one or more Senior Vice Presidents.
The  Chairman  of the Board and the  President  shall be members of the Board of
Directors.  All  elective  officers of the  corporation  shall be elected by the
Board of Directors at the first  meeting  thereof  after the annual  election of
directors.  The Board of Directors  shall also have power, at any time, to elect
additional Senior Executive Vice Presidents,  Executive Vice Presidents,  Senior
Vice  Presidents,   Vice  Presidents,   Assistant  Secretaries,   and  Assistant
Treasurers.  The Board of Directors may appoint such other  officers as it shall
from time to time deem  necessary,  who shall have such powers and perform  such
duties as may be  assigned  to them by the  Board of  Directors,  the  Executive
Committee, or the person exercising the authority of the chief executive officer
of the corporation. Any two or more offices may be held by the same person.

      The Board of  Directors  shall  have the power to fill any  vacancy in any
existing office or to fill any newly created office, at any time.

      The  Chairman of the Board,  the  President,  each Senior  Executive  Vice
President,  each Executive Vice President,  each Senior Vice president, and each
Vice President,  severally,  shall have the power to sign deeds, contracts,  and
other instruments. Each elective officer shall have such powers and perform such
duties  as may be  assigned  to him by the  Board of  Directors,  the  Executive

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Committee,  or the chief executive officer, in addition to any powers and duties
that are assigned to him specifically by these By-Laws.

      The term of office of each officer  shall be from the time of his election
or  appointment  and  qualification  until  the  first  meeting  of the Board of
Directors  after the last annual  election of  Directors,  or such other term of
office as shall be provided in the  resolution of election or  appointment,  and
until the election or appointment and qualification of his successor, subject to
earlier termination by removal or resignation

                                  ARTICLE III.

                        CHAIRMAN OF THE BOARD; PRESIDENT;
                        SENIOR EXECUTIVE VICE PRESIDENTS;
               EXECUTIVE VICE PRESIDENTS; SENIOR VICE PRESIDENTS.

      SECTION 1. If there be a Chairman  of the Board,  he shall  preside at all
meetings of the stockholders and of the Board of Directors,  and shall have such
other  powers and  perform  such other  duties as may be  assigned to him by the
Board of Directors or the Executive Committee.

      SECTION 2. If there be a Chairman  of the  Board,  the Board of  Directors
shall  designate  either the Chairman of the Board or the President as the chief
executive  officer of the  corporation  with plenary powers of  supervision  and
direction of the business  and affairs of the  corporation,  unless such offices
are  occupied by the same  person.  If there be no  Chairman  of the Board,  the
President shall be the chief executive officer.

      SECTION 3. If there be a Chairman of the Board and if he be  designated as
the chief executive officer of the corporation,  the President shall have charge
of  the  coordination  and  supervision  of  all  matters  of  operation  of the
corporation.  In the absence of the Chairman of the Board,  the President  shall
have the powers and perform the duties of the Chairman of the Board.

      SECTION 4. The Senior Executive Vice Presidents,  severally,  in the order
designated  by  the  Chief  Executive  Officer,  shall,  in the  absence  of the
President, have the powers and perform the duties of the President, and if there
be a Chairman of the Board,  they shall,  in the absence of the  Chairman of the
Board and the President,  have the powers and perform the duties of the Chairman
of the Board.

      SECTION  5.  The  Executive  Vice  Presidents,  severally,  in  the  order
designated  by  the  chief  executive  officer,  shall,  in the  absence  of the
President and the Senior Executive Vice Presidents,  have the powers and perform
the  duties of the  President,  and if there be a Chairman  of the  Board,  they
shall,  in the absence of the Chairman of the Board and the President,  have the
powers and perform the duties of the Chairman of the Board.

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      SECTION 6. The Senior Vice Presidents,  severally, in the order designated
by the chief  executive  officer,  shall,  in the absence of the President,  the
Senior  Executive Vice  Presidents and the Executive Vice  Presidents,  have the
powers and  perform the duties of the  President,  and if there be a Chairman of
the Board,  they  shall,  in the  absence  of the  Chairman  of the  Board,  the
President,   the  Senior  Executive  Vice  Presidents  and  the  Executive  Vice
Presidents, have the powers and perform the duties of the Chairman of the Board.

                                   ARTICLE IV.

                                VICE PRESIDENTS.

      SECTION 1. The Vice Presidents,  severally, in the order designated by the
chief  executive  officer,  shall,  in the absence of the President,  the Senior
Executive Vice  Presidents,  the Executive  Vice  Presidents and the Senior Vice
Presidents,  have the powers and  perform  the duties of the  President,  and if
there be a Chairman of the Board,  they shall, in the absence of the Chairman of
the Board, the President,  the Senior  Executive Vice Presidents,  the Executive
Vice Presidents and the Senior Vice Presidents,  have the powers and perform the
duties of the Chairman of the Board.

                                    ARTICLE V

                                   SECRETARY.

      SECTION  1. The  Secretary  shall  keep  minutes  of all  meetings  of the
stockholders of the Board of Directors and of the Executive Committee, and shall
give all notices of meetings of the stockholders, of the Board of Directors, and
of the Executive Committee. He shall have custody of all deeds,  contracts,  and
other instruments, documents, and records, except as otherwise provided in these
By-Laws,  or by the Board of Directors,  and shall attend to such correspondence
of the  corporation  as the Board of  Directors or the chief  executive  officer
shall direct. He shall be the custodian of the seal of the corporation and shall
affix it to any  instrument  requiring  the same,  except as otherwise  provided
herein or by the Board of Directors.

                                   ARTICLE VI.

                             ASSISTANT SECRETARIES.

      SECTION  1. Each  Assistant  Secretary  shall  have such  powers and shall
perform such duties as may be assigned to him by the  Secretary.  In the absence
of the  Secretary,  the Assistant  Secretaries,  in the order  designated by the
Secretary, shall have the powers and perform the duties of the Secretary.

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                                  ARTICLE VII.

                                   TREASURER.

      SECTION  1.  The   Treasurer   shall  have  charge  of  all  receipts  and
disbursements of the corporation and shall be the custodian of the corporation's
funds.  He shall have full authority to receive and give receipts for all moneys
due and payable to the corporation from any source  whatever,  and to endorse or
cause to be endorsed checks,  drafts,  warrants,  and other  instruments for the
payment of money in its name and on its behalf,  and full discharge for the same
to give.  The funds of the  corporation  shall be  deposited in its name in such
depositaries  as may be designated  from time to time by the Board of Directors,
or by the Treasurer if the Board of Directors  shall authorize him to do so. All
checks,  drafts,  and other  instruments for the payment of money, and all notes
and other  evidences  of  indebtedness,  issued in the name of the  corporation,
shall be signed by such officer or  officers,  employee or  employees,  agent or
agents, of the corporation,  and in such manner,  including the use of facsimile
signatures,  as shall be determined from time to time by the Board of Directors,
or by the Treasurer if the Board of Directors  shall  authorize him to make such
determination.  A report of the financial  condition of the corporation shall be
made by the Treasurer  whenever  requested by the chief  executive  officer.  If
required  by the  Board of  Directors,  he  shall  give  bond  for the  faithful
performance  of his duties,  in such sum and with such surety or sureties as the
Board of Directors may determine.

                                  ARTICLE VIII.

                              ASSISTANT TREASURERS.

      SECTION  1. Each  Assistant  Treasurer  shall  have such  powers and shall
perform such duties as may be assigned to him by the  Treasurer.  In the absence
of the  Treasurer,  the  Assistant  Treasurers,  in the order  designated by the
Treasurer, shall have the powers and perform the duties of the Treasurer.

                                   ARTICLE IX.

                                    MEETINGS.

      SECTION  1. The  meetings  of the  Stockholders  shall,  unless  otherwise
provided  by law,  be held at such  place,  within or  without  the State of New
Jersey,  as may be fixed by the Board of  Directors  and stated in the notice of
the meeting.

      Each annual meeting of the  stockholders  for the election of the class of
directors for the ensuing year,  and for the  transaction of such other business
as may be brought before the meeting,  shall be held at such time, not more than
13  months  after  the last  annual  meeting,  as may be  fixed by the  Board of
Directors.

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      SECTION  2.  Except  as  herein  or in the  Certificate  of  Incorporation
expressly  provided to the contrary or as otherwise required by law or except as
otherwise fixed by or pursuant to the provisions of Article 3 of the Certificate
of Incorporation relating to the rights of the holders of any class or series of
stock  having  a  preference  over the  Common  Stock  as to  dividends  or upon
liquidation to elect  additional  directors under specified  circumstances,  all
voting rights in the corporation  shall be vested  exclusively in the holders of
Common Stock.

      Except as herein or in the Certificate of Incorporation expressly provided
to the contrary or as otherwise  required by law or except as otherwise fixed by
or pursuant to the provisions of Article 3 of the  Certificate of  Incorporation
relating to the rights of the  holders of any class or series of stock  having a
preference  over the Common Stock as to dividends or upon  liquidation  to elect
additional  directors  under  specified   circumstances,   at  all  meetings  of
stockholders  the holders of Common Stock shall be entitled to cast one vote for
each share of Common Stock held.

      At all  elections  of  directors  each  holder  of Common  Stock  shall be
entitled  to as many  votes as shall  equal the  number of his  shares of Common
Stock  multiplied by the number of directors to be elected,  and the stockholder
may cast all of such votes for a single  director or may  distribute  them among
the number to be voted for, or any two or more of them as he say see fit.

      SECTION 3. Every stockholder entitled to vote at a meeting of stockholders
or to express consent or dissent without a meeting may authorize  another person
or persons to act for him by proxy. No proxy shall be valid after 11 months from
the date of its execution,  unless a longer time is expressly  provided therein,
but in no event  shall a proxy  be  valid  after  three  years  from the date of
execution.  A proxy  shall  not be  revoked  by the death or  incapacity  of the
stockholder   but  shall  continue  in  force  until  revoked  by  the  personal
representative  or guardian of the  stockholder.  The presence at any meeting of
any  stockholder  who has given a proxy shall not revoke  such proxy  unless the
stockholder  shall file written notice of such  revocation with the secretary of
the meeting prior to the voting of such proxy.

      A person named in a proxy as the attorney or agent of a  stockholder  may,
if the  proxy  so  provides,  substitute  another  person  to act in his  place,
including any other person named as an attorney or agent in the same proxy.  The
substitution  shall not be effective  until an instrument  effecting it is filed
with the Secretary.

      SECTION 4. All elections for directors  shall be by ballot,  and the polls
at every such election shall remain open so long as may be reasonably  necessary
to permit all stockholders  entitled to vote at such meeting,  present in person
or by proxy, to cast their votes.

      SECTION 5. Special  meetings of the stockholders may be called at any time
by the Board of Directors or by the chief executive  officer or upon the written
request of the holders of the capital stock entitled to cast a majority of votes
thereat.

      Except as otherwise provided by law, and unless waived,  written notice of
the time, place and purposes of every meeting of stockholders shall be given not
less  than 10 nor more  than 60 days

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before the date of the meeting,  to each  stockholder of record entitled to vote
at the meeting, either personally or by mailing a notice to him at his last post
office address appearing on the books of the corporation.

      SECTION  6. At any  meeting  of the  stockholders  the  holders  of  stock
entitled  to cast a majority of the votes at the  meeting,  present in person or
represented  by proxy,  shall  constitute a quorum of the  stockholders  for all
purposes unless the  representation of a larger number shall be required by law,
and in that case the representation of the number so required shall constitute a
quorum.

      If the holders of the amount of stock  necessary  to  constitute  a quorum
shall  fail to  attend in person or by proxy at the time and place and fixed for
any meeting of  stockholders,  the meeting may be adjourned from time to time by
the vote of a  majority  of the votes cast by the  holders  of stock  present in
person or  represented  by proxy at such meeting,  without  notice other than by
announcement  at the meeting,  and at any such adjourned  meeting held more than
one week after such time the holders of stock  entitled to cast 40% of the votes
at such meeting,  present in person or represented by proxy,  shall constitute a
quorum of the  stockholders  for all  purposes  unless the  representation  of a
larger number shall be required by law, and in that case the  representation  of
the number so required shall constitute a quorum. At any such adjourned meeting,
whenever  held,  at  which a  quorum  shall  be  present,  any  business  may be
transacted which might have been transacted at the meeting as originally called.

      SECTION  7.  Regular  meetings  of the  Board of  Directors  shall be held
monthly unless otherwise determined by resolution of the Board.

      Special  meetings of the Board of  Directors  may be called at any time by
the  Chairman of the Board,  or by the  President  if he be the chief  executive
officer. The Secretary shall also call such meetings on the written request of a
majority of the directors.

      No  notice  shall  be  required  for  regular  meetings  of the  Board  of
Directors.  The meeting for organization may be held on the day of and after the
annual meeting of  stockholders.  At least two days' notice of a special meeting
of the Board of  Directors  shall be  given,  but this  notice  may be waived in
writing or by telegraph,  either  before or after the meeting.  A meeting may be
held without notice at any time when all the directors are present.

      At all meetings of the Board of  Directors a majority of the  directors in
office, or one-third of the entire Board, whichever is greater, shall constitute
a quorum for the transaction of business. A less number than a quorum,  however,
may meet and adjourn to any day.

      SECTION  8. The Board of  Directors  may,  in  advance  of any  meeting of
stockholders,  appoint  one or  more  inspectors  to act at the  meeting  or any
adjournment  thereof.  If  inspectors  are  not so  appointed  by the  Board  of
Directors  or shall  fail to  qualify,  the  person  presiding  at a meeting  of
stockholders  may,  and on the  request  of any  stockholder  entitled  to  vote
thereat, shall make such appointment.  In case any person appointed as inspector
fails to appear or act,  the  vacancy may be

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filled by  appointment  made by the Board of Directors in advance of the meeting
of stockholders or at the meeting by the person  presiding at the meeting.  Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath  faithfully  to execute the duties of  inspector  at such  meeting  with
strict impartiality and according to the best of his ability. No person shall be
elected a director at a meeting at which he has served as an inspector.

      SECTION  9.  Subject  to the  rights of  holders of any class or series of
stock  having  a  preference  over the  Common  Stock  as to  dividends  or upon
liquidation,  nominations for the election of directors may be made by the Board
of  Directors  or a  committee  appointed  by the Board of  Directors  or by any
stockholder entitled to vote in the election of directors generally. However any
stockholder entitled to vote in the election of directors generally may nominate
one or more  persons for  election  as  directors  at a meeting  only if written
notice of such  stockholder's  intent to make such nomination or nominations has
been  given,  either by  personal  delivery or by United  States  mail,  postage
prepaid,  to the  Secretary not later than (i) with respect to an election to be
held at an annual meeting of  stockholders,  90 days in advance of such meeting,
and  (ii)  with  respect  to an  election  to be held at a  special  meeting  of
stockholders for the election of directors, the close of business on the seventh
day  following  the date on  which  notice  of such  meeting  is first  given to
stockholders.  Each such notice shall set forth: (a) the name and address of the
stockholder  who intends to make the  nomination and of the person or persons to
be nominated; (b) a representation that the stockholder is a holder of record of
stock of the corporation  entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice;  (c) a description of all arrangements or understandings  between
the  stockholder  and each nominee and any other person or persons  (naming such
person or persons)  pursuant to which the  nomination or  nominations  are to be
made by the  stockholder;  (d) such other  information  regarding  each  nominee
proposed  by such  stockholder  as would be  required  to be included in a proxy
statement  filed  pursuant to the proxy  rules of the  Securities  and  Exchange
Commission,  had the nominee been nominated, or intended to be nominated, by the
Board of  Directors;  and (e) the consent of each nominee to serve as a director
of the  corporation  if so  elected.  The  Chairman of the meeting may refuse to
acknowledge  the  nomination  of any  person  not  made in  compliance  with the
foregoing procedure. Nothing in this Section 9 shall be construed to require any
such  stockholder  nomination  to be included in any Proxy  Statement  issued on
behalf of the Board of  Directors  or to require  the Board to endorse  any such
nomination.

                                   ARTICLE X.

                        RECORD DATE FOR DETERMINATION OF
                             RIGHTS OF STOCKHOLDERS.

      SECTION 1. For the purpose of  determining  the  stockholders  entitled to
notice of or to vote at any meeting of stockholders or any adjournment  thereof,
or to express consent to or dissent from any proposal without a meeting,  or for
the  purpose of  determining  stockholders  entitled  to receive  payment of any
dividend or allotment of any right, or for the purpose of any other action,  the
Board of Directors  may fix, in advance,  a date as the record date for any such
determination of stockholders. Such date shall not be more than 60 nor less than
10 days  before  the date of such

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meeting,  nor more than 60 days prior to any other action.  When a determination
of stockholders  entitled to notice of or to vote at any meeting of stockholders
has been so made, such  determination  shall apply to any  adjournment  thereof,
unless the Board of Directors fixes a new record date for the adjourned meeting.

                                   ARTICLE XI.

                                   COMMITTEES.

      SECTION 1. The Board of Directors,  by resolution adopted by a majority of
the entire Board, may appoint from among its members an Executive  Committee and
one or more other committees. Except as otherwise provided by law, the Executive
Committee  shall  have  and may  exercise  all the  authority  of the  Board  of
Directors when the Board is not in session, and each such other committee of the
Board  shall  have and may  exercise  the  authority  of the Board to the extent
provided in the resolution of appointment.

      The Board of Directors,  by resolution adopted by a majority of the entire
Board,  may (a) fill any vacancy in any committee of the Board,  (b) appoint one
or more directors to serve as alternate members of any such committee, to act in
the absence or disability of members of any such  committee  with all the powers
of such  absent or  disabled  members  (c)  abolish  any such  committee  at its
pleasure and (d) remove any director from  membership  on such  committee at any
time, with or without cause.

      Actions  taken at a meeting  of any  committee  of the Board of  Directors
shall be  reported to the Board at its next  meeting  following  such  committee
meeting;  except  that,  when the  meeting of the Board is held  within two days
after  the  committee  meeting,  such  report  shall,  if not made at the  first
meeting,  be made to the Board at its second  meeting  following  such committee
meeting.

      SECTION 2. The Board of Directors may appoint and prescribe the powers and
duties of other  committees,  the members of which may but need not be directors
and shall serve at the pleasure of the Board.

      SECTION 3. One-third of the entire committee, or two members, whichever is
greater, shall constitute a quorum for the transaction of business.

      SECTION 4. Each committee shall fix its own rules of procedure, shall meet
where and as provided by such rules of procedure or by  resolution  of the Board
of Directors, shall keep full records of its proceedings,  and shall report from
time to time to the Board as called upon by the Board.

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                                  ARTICLE XII.

                  VOTING UPON STOCKS OWNED BY THE CORPORATION.

      SECTION  1.  Unless  otherwise  ordered  by the  Board of  Directors,  the
Chairman of the Board, the President, the Senior Executive Vice Presidents,  the
Executive Vice  Presidents,  the Senior Vice Presidents and the Vice Presidents,
severally, shall each have full power and authority on behalf of the corporation
to attend,  act, and vote at any meeting of the  stockholders of any corporation
in which this  corporation  may hold  stock,  and to  appoint  one or more other
persons as proxy or proxies to attend,  act,  and vote at any such  meeting  and
such officer or such proxy or proxies  shall  possess and may exercise on behalf
of this  corporation  any and all rights and powers incident to its ownership of
such stock. The Board of Directors or the Executive  Committee from time to time
by resolution may confer like powers upon any other person or persons.

                                  ARTICLE XIII.

                                     STOCK.

      SECTION 1. The  certificates  which shall be issued for shares of stock in
this corporation shall be signed by the Chairman of the Board, the President, or
a Vice  President,  and either the Treasurer or an Assistant  Treasurer,  or the
Secretary or an Assistant  Secretary.  If the certificate is  countersigned by a
transfer  agent  or  registrar,  who  is  not  an  officer  or  employee  of the
corporation, any and all other signatures may be facsimiles.

      SECTION  2.  The  shares  of stock  issued  by this  corporation  shall be
transferable only on the books of the corporation by the holder or owner thereof
in person or by power of attorney, on surrender of the certificate therefor.

      SECTION 3. The  Treasurer  shall make and  certify a complete  list of the
stockholders  entitled to vote at a meeting of  stockholders  or any adjournment
thereof.  Such list  shall be  arranged  alphabetically  within  each  class and
series,  with  the  addresses  of,  and the  number  of  shares  held  by,  each
stockholder,  shall be produced at the time and place of the meeting,  and shall
be subject to the  inspection  of any  stockholder  during the whole time of the
meeting.

                                  ARTICLE XIV.

                                  FISCAL YEAR.

      SECTION 1. The fiscal year of the corporation shall begin on January first
of each year.

                                   ARTICLE XV.

                                      SEAL.

      SECTION 1. The seal of the  corporation  shall be  circular  in form,  and
shall have inscribed  thereon the following  words and figures:  "PUBLIC SERVICE
ENTERPRISE GROUP INCORPORATED Incorporated 1985".

<PAGE>
                                     - 11 -


                                  ARTICLE XVI.

                                   AMENDMENTS.

      SECTION 1. Subject to the provisions of the Certificate of  Incorporation,
these By-Laws may be altered,  amended or repealed at any regular meeting of the
stockholders (or at any special meeting thereof duly called for that purpose) by
a majority vote of the shares  represented and entitled to vote at such meeting.
Subject to the laws of the State of New Jersey, the Certificate of Incorporation
and these By-Laws,  the Board of Directors may by majority vote of those present
at any meeting at which a quorum is present  amend  these  By-Laws or enact such
other By-Laws as in their  judgment may be advisable  for the  regulation of the
conduct of the affairs of the corporation.

                                  ARTICLE XVII.

                            ADVANCEMENT OF EXPENSES.

      SECTION 1. Expenses incurred by any person made, or threatened to be made,
a party to any pending, threatened or completed civil, criminal,  administrative
or  arbitrative  action,  suit or  proceeding  and any appeal  therein  (and any
inquiry or investigation which could lead to such action, suit or proceeding) by
reason of the fact that he is or was a  director,  officer  or  employee  of the
corporation or serves or served any other  enterprise as a director,  officer or
employee at the request of the corporation,  shall be paid by the corporation in
advance of the final disposition of the action, suit or proceeding promptly upon
receipt of an undertaking by or on behalf of such person to repay such amount if
it shall  ultimately  be  determined  that  such  person is not  entitled  to be
indemnified by the corporation.