Exhibit 3

                                                                           FILED
                                                                   JULY 24, 2002
                                                                 STATE TREASURER

                            CERTIFICATE OF FORMATION

                                       OF

                                    PSEGH LLC

      This  Certificate of Formation of PSEGH LLC (the  "Company"),  dated as of
July 23,  2002,  has been duly  executed  and is being filed by the  undersigned
authorized  person  pursuant to the New Jersey  Limited  Liability  Company Act,
N.J.S.A. Title 42 (the "Act").

1.    Name. The name of the Limited Liability Company is:

                                   "PSEGH LLC"

2.    Purpose. The purpose of the Company is to engage in any lawful activity in
      the discretion of the undersigned sole Member.

3.    Formation.  This  certificate of formation  shall be effective upon filing
      with the Secretary of State of the State of New Jersey.

4.    Term of Existence. The Company is to have a perpetual existence.

5.    Registered  Office. The address of the registered office of the Company in
      the State of New Jersey is Public Service  Enterprise Group  Incorporated,
      80 Park Plaza, Newark, New Jersey 07102.

6.    Registered Agent. The name and address of the registered agent for service
      of  process  of the  Company  in the  State of New  Jersey  are  Edward J.
      Biggins,  Jr., c/o Public Service Enterprise Group  Incorporated,  80 Park
      Plaza, T-4B, Newark, New Jersey 07102.

      IN WITNESS WHEREOF,  the undersigned  authorized  person has duly executed
this Certificate of Formation.

      The  undersigned  represents that this Limited  Liability  Company has one
member and that this filing complies with the requirements  detailed in N.J.S.A.
Title 42. The undersigned  hereby  represents that he is authorized to sign this
certificate on behalf of the Limited Liability Company.

                                       /s/ James T. Foran
                                       ------------------------
                                       James T. Foran