Exhibit 3.5

    STATE OF DELAWARE
    SECRETARY OF STATE
 DIVISION OF CORPORATIONS
FILED 03:32 PM 05/09/2003
   030303043 - 3656857

                              CERTIFICATE OF TRUST
                                       OF
                           PSEG POWER CAPITAL TRUST V

      THIS  CERTIFICATE  OF TRUST of PSEG Power Capital  Trust V (the  "Trust"),
dated as of May 9, 2003, is being duly executed and filed by the undersigned, as
trustees,  to form a statutory trust under the Delaware  Statutory Trust Act (12
Del. C.ss.3801, et seq.) (the "Act").

      (i) Name.  The name of the  statutory  trust being  formed  hereby is PSEG
Power Capital Trust V.

      (ii) Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware are The Bank of New York  (Delaware),  Route 273,
White Clay Center, Newark, Delaware 19711.

      (iii)  Counterparts.  This  Certificate of Trust may be executed in one or
more  counterparts,  all of which  together  shall  constitute  one and the same
instrument.

      (iv) Effective  Date.  This  Certificate of Trust shall be effective as of
its filing with the Secretary of State of the State of Delaware.

      IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
executed  this  Certificate  of Trust  as of the date  first  above  written  in
accordance with Section 3811(a) of the Act.

                                            THE BANK OF NEW YORK
                                            as Trustee

                                            By: /s/ Marie E. Trimboli
                                                --------------------------------
                                                Name: Marie E. Trimboli
                                                Title: Assistant Vice President

                                            THE BANK OF NEW YORK (DELAWARE)
                                            as Trustee

                                            By: /s/ Michael Santino
                                                --------------------------------
                                                Name: Michael Santino
                                                Title: Senior Vice President

                                            MARK G. KAHRER, as Trustee

                                            /s/ Mark G. Kahrer
                                            ------------------------------------