Pricing Supplement dated August 16, 2004 Filed Pursuant to Rule 424(b)(3) (To Prospectus Supplement dated August 16, 2004 Registration No. 333-115100 and Prospectus dated June 21, 2004) PUBLIC SERVICE ELECTRIC AND GAS COMPANY (PSE&G) Secured Medium-Term Notes, Series D ================================================================================ CUSIP: 74456QAN6 Trade Date: August 16, 2004 Original Issue Date: August 19, 2004 Principal Amount: $250,000,000 Price to Public: 99.604% of Principal Amount, plus accrued interest from the Original Issue Date if settlement occurs after that date Agents' Commission: $1,500,000 Net Proceeds to Company: $247,510,000 Interest Rate: 5% per annum Interest Accrual Date: August 19, 2004 Interest Payment Dates: February 15 and August 15, commencing February 15, 2005 Regular Record Dates: February 1 and August 1 Maturity Date: August 15, 2014 These Notes are DTC Eligible and will be issued in Book-entry form Agents: [X] Banc of America Securities LLC ($75,000,000) [ ] Barclays Capital [ ] BNP Paribas [ ] Citigroup [X] Deutsche Bank Securities ($75,000,000) [X] Jackson Securities ($12,500,000) [ ] JPMorgan [ ] M.R. Beal & Company [X] Scotia Capital ($75,000,000) [ ] UBS Investment Bank [X] The Williams Capital Group, L.P. ($12,500,000) Agents' Capacity: Agent of PSE&G ================================================================================ Redemption Provisions: The Secured Medium-Term Notes, Series D offered hereby (the "Secured Medium-Term Notes") will be subject to redemption as described in the prospectus and prospectus supplement. Additionally, the Secured Medium-Term Notes will be subject to redemption at any time prior to the Maturity Date on not less than 30 days prior written notice to holders, either as a whole or in part, at the option of PSE&G, at a redemption price equal to the greater of (i) 100% of the principal amount of the Secured Medium-Term Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus, in either case, accrued interest thereon to the date of redemption. "Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Secured Medium-Term Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Secured Medium-Term Notes to be redeemed. "Comparable Treasury Price" means, with respect to any redemption date, (i) the average of three Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of five Reference Treasury Dealer Quotations, or (ii) if the Trustee is unable to obtain five Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so obtained. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by PSE&G and acceptable to the Trustee. "Reference Treasury Dealer" means a primary U.S. Government Securities Dealer in New York City (a "Primary Treasury Dealer") selected by PSE&G and acceptable to the Trustee. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed, in each case, as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at or before 5:00 p.m., New York City time, on the third business day preceding such redemption date. Use of Proceeds The net proceeds of the Secured Medium Term Notes will be used to redeem $254,145,000 aggregate principal amount of First and Refunding Mortgage Bonds Series SS which we have called to be redeemed on September 1, 2004 at a price of 102.47 of the principal amount plus accrued interest thereon.