Exhibit 4-20


Form of Senior Note


	REGISTERED	REGISTERED



 


PUBLIC SERVICE ELECTRIC AND GAS COMPANY


NOTE DUE


	NO.	PRINCIPAL AMOUNT: 	 
	 	 	 
	 	CUSIP:
	 
	 	 	 



Unless and until it is exchanged in whole or in
part for Notes in definitive form, this Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the issuer or its agent for registration
of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of DTC and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein.


PUBLIC SERVICE ELECTRIC AND GAS COMPANY, a corporation
duly organized and existing under the laws of the State of New Jersey (herein referred to as the "Company"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the principal amount of                Dollars
       ($            ), on [Date] ("Stated
Maturity") (unless and to the extent earlier redeemed prior to such date) and to pay interest thereon from     [Date]
or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for in arrears
on each     [Date],     [Date],      [Date], and     [Date],
commencing     [Date] (each, an "Interest Payment Date"), and at maturity or earlier redemption,
until the principal hereof is paid or made available for payment. Interest payments on this Note shall include interest accrued
to but excluding each Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date shall, as provided in the Indenture (as defined below), be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on the Regular Record Date, which shall be the 15th calendar



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day (whether or not a Business Day) next preceding such Interest Payment Date. Except as otherwise provided in the Indenture,
any interest not punctually paid or duly provided for on any Interest Payment Date ("Defaulted Interest") shall forthwith
cease to be payable to the Holder on the Regular Record Date with respect to such Interest Payment Date by virtue of having been
such Holder and may either (1) be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee (as defined
below), notice of which shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or (2) be
paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Payment
of the principal of and interest on this Note shall be made at the Corporate Trust Office of the Trustee or at the office or agency
of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, and at any other office or agency
maintained by the Company for such purpose, 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; provided, however, that at the option of the Company, payment of interest
may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register
and provided, further, that the Holder of this Note shall be entitled to receive payments of principal of and interest on this
Note by wire transfer of immediately available funds if appropriate wire transfer instructions have been received in writing by
the Trustee not less than 15 days prior to the applicable payment date.


Reference is hereby made to the further provisions
of this Note set forth below, which further provisions shall for all purposes have the same effect as if set forth at this place.


Unless the certificate of authentication hereon
has been executed by the Trustee or its duly appointed co-authenticating agent by manual signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.



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IN WITNESS WHEREOF, Public
Service Electric and Gas Company has caused this Instrument to be signed by the signature or facsimile signature of its Chairman
of the Board, its President or a Vice President and attested by its Secretary or an Assistant Secretary by his signature or a
facsimile thereof, and its corporate seal or a facsimile of its corporate seal to be affixed hereunto or imprinted hereon.





	(SEAL)
	PUBLIC SERVICE ELECTRIC AND GAS COMPANY

	 	 
	 	By	 	 
	 	 
	 	Title:   Vice President and Treasurer


	 	 
	 	 
	 	 



Attest:





	 	 
	 	 
	Title: Secretary	 
	 	 



Dated:


TRUSTEE'S CERTIFICATE OF AUTHENTICATION


This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.


 


FIRST UNION NATIONAL BANK, as Trustee





	By: 	 	 
	 	Authorized Signatory	 







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This Note is one of a duly authorized issue of
securities (the "Securities") of the Company (which term includes any successor corporation under the Indenture hereinafter
referred to) issued and to be issued pursuant to such Indenture. This Security is one of a series designated by the Company as
its [Series Designation] (the "Notes") and will be subject, without the consent of the holders of any series of Securities,
to the issuance of additional Notes in the future having the same terms, other than the date of original issuance and the date
on which interest begins to accrue, so as to form one series with the Notes. The Indenture does not limit the aggregate principal
amount of the Notes or the Securities.


The Company issued this Note pursuant to an Indenture,
dated as of December 1, 2000 (the "Indenture" which term, for the purpose of this Note, shall include the Officers'
Certificate dated [Date], delivered pursuant to Section 301 of the Indenture), between the Company and First Union National Bank,
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 respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and Holders of the Notes and of the terms upon which the Notes are, and
are to be, authenticated and delivered.


The Notes are issuable as Registered Securities,
without coupons, in denominations of $1,000 and any amount in excess thereof that is an integral multiple of $1,000. As provided
in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount
of Notes of like tenor of any authorized denomination, as requested by the Holder surrendering the same, upon surrender of the
Note or Notes to be exchanged at any office or agency described below where Notes may be presented for registration of transfer.


Interest on this Note shall accrue from [Date]
(or from the most recent Interest Payment Date to which interest has been paid or duly provided for) and be payable quarterly
in arrears, on each [Date], [Date], [Date] and [Date], commencing [Date]. The interest rate on the Notes shall be reset quarterly
and the Notes shall bear interest at a per annum rate (computed on the basis of the actual number of days elapsed over a 360-day
year) equal to [details of interest rate]. Interest on this Note shall accrue from and including the most recent Interest Payment
Date to which interest has been paid or duly provided for to but excluding the applicable Interest Payment Date, Stated Maturity
or date of earlier redemption, as the case may be.


If any Interest Payment Date (other than at Stated
Maturity) or redemption date would otherwise be a day that is not a Business Day (as defined below), such Interest Payment Date,
or redemption date shall be postponed to the next succeeding day that is a Business Day.



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This Note may not be
redeemed by the Company prior to [Date]. On that date and on the same day in each succeeding month, the Notes may be
redeemed, at the option of the Company, in whole or in part, upon notice thereof (as described below) given not less than 15
nor more than 60 calendar days prior to the redemption date. In the event that less than all of the outstanding Notes are to
be redeemed, the Notes to be redeemed shall be selected by such method as the Company shall deem fair and appropriate. The
redemption price for any redemption (the "Redemption Price") shall be equal to % of the principal amount to be
redeemed plus any accrued and unpaid interest to the date of redemption (the "Redemption Date").


All notices of redemption shall state the redemption
date, the Redemption Price, if fewer than all the outstanding Notes are to be redeemed, the identification (and, in the case of
partial redemption, the principal amounts) of the particular Notes to be redeemed, that on the Redemption Date the Redemption
Price shall become due and payable upon each Note, or portion thereof, to be redeemed, that interest on each Note, or portion
thereof, called for redemption shall cease to accrue on the Redemption Date and the place or places where Notes may be surrendered
for redemption.


In the event of redemption of this Note in part
only, a new Note or Notes of like tenor for the unredeemed portion hereof shall be issued in authorized denominations in the name
of the Holder hereof upon the cancellation hereof.


For all purposes of this Note and the Indenture,
unless the context otherwise requires, all provisions relating to the redemption by the Company of this Note shall relate, in
the case that this Note is redeemed or to be redeemed by the Company only in part to that portion of the principal amount of this
Note that has been or is to be redeemed.


If an Event of Default (as set forth in the Indenture)
with respect to Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner
and with the effect provided in the Indenture.


The Indenture permits, in certain circumstances
therein specified, the amendment thereof without the consent of the Holders of the Securities. The Indenture also permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations under the Indenture
of the Company and the rights of Holders of the Securities of each series to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate
principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all the Securities of such
series, to waive compliance by the Company 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 Note shall be conclusive and binding upon such Holder
and upon all


 



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future Holders
of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note.


No reference herein to the Indenture and no provision
of this Note, subject to the provisions for satisfaction and discharge in Article Four of the Indenture, shall alter or impair
the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times,
place and rate, and in the coin or currency, herein prescribed.


The Indenture permits the Company, by irrevocably
depositing, in amounts and maturities sufficient to pay and discharge at the Stated Maturity or redemption date, as the case may
be, the entire indebtedness on all Outstanding Notes, cash or U.S. Government Obligations with the Trustee in trust solely for
the benefit of the Holders of all Outstanding Notes, to defease the Indenture with respect to such Notes, and upon such deposit
the Company shall be deemed to have paid and discharged its entire indebtedness on such Notes. Thereafter, Holders would be able
to look only to such trust fund for payment of principal and interest at the Stated Maturity or redemption date, as the case may
be.


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of Notes is registrable in the Security Register, upon surrender of a Note for registration
of transfer at the Corporate Trust Office of the Trustee or at the office or agency of the Company in the Borough of Manhattan,
The City of New York, or at such other offices or agencies as the Company may designate, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof
or his attorney duly authorized in writing, and thereupon one or more new Notes of like tenor, of authorized denominations and
for the same aggregate principal amount, shall be issued to the designated transferee or transferees.


No service charge shall be made by the Company,
the Trustee or the Security Registrar for any such registration of transfer or exchange, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge payable in connection therewith (other than exchanges pursuant
to Sections 304, 906 or 1107 of the Indenture, not involving any transfer).


Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note
is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.


This Note shall be governed by and construed in
accordance with the law of the State of New Jersey without regard to principles of conflicts of laws.


 



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All undefined terms used in this Note which are
defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable
laws or regulations:





 





	TEN COM  -  as tenants in common	UNIF GIFT MIN ACT 	 	 Custodian 	 
	 	 	(Cust.)	 	(Minor)







 


	TEN ENT  -  as tenants by the entireties	 Under Uniform Gifts to Minor Act
	 	(State)



 


JT TEN  -  as joint tenants with right of survivor- ship and not as tenants in common




 


Additional abbreviations may also be used though not in the above list.


__________________


FOR VALUE RECEIVED, the undersigned hereby sells(s), assign(s) and transfer(s) unto


Please Insert Social Security or Employer


Identification number of assignee


 


Please Print or Typewrite Name and Address

Including Postal Zip Code of Assignee


 



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The within Security and all rights thereunder, hereby irrevocably constituting and appointing __________________________ attorney
to transfer said Security on the books of the Company, with full power of substitution in the premises.





	Dated:	____________	 
	 	 	Signature



 





	NOTICE:		The signature to this assignment must correspond with the name as it appears upon
the face of the within Note in every particular, without alteration or enlargement or any change whatever.




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