SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
PSE&G Capital Trust II
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(Exact name of registrant as specified in its charter)
Delaware 22-6691381
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(State of incorporation or organization) (IRS Employer Identification No.)
80 Park Plaza
P.O. Box 570
Newark, New Jersey 07101
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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____% Cumulative Quarterly New York Stock Exchange
Income Preferred Securities,
Series B, representing undivided
beneficial interests in the assets
of PSE&G Capital Trust II
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
The information required by this Item 1 is incorporated by reference to
Registration Statement No. 333-2763, as amended, filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, which
became effective on June 12, 1996. Copies of the Prospectus and Prospectus
Supplement describing the securities will be filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended, and shall be deemed incorporated by
reference into this Registration Statement filed on Form 8-A.
Item 2. Exhibits.
Exhibit No.
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*1-1 Registration Statement No. 333-2763, as amended.
*4-1 Certificate of Trust for PSE&G Capital Trust II.
*4-2 Trust Agreement for PSE&G Capital Trust II.
*4-3 Form of Amended and Restated Trust Agreement for PSE&G
Capital Trust II.
*5-1 Form of Preferred Security Certificate for PSE&G Capital Trust II
(included in Exhibit 4-3 above).
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* Pursuant to Instruction II to Item 2, the exhibits have been filed
with copies of this Registration Statement with the New York Stock
Exchange and need not be filed with or incorporated by reference into
this Registration Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
PSE&G Capital Trust II
By: Public Service Electric
and Gas Company, its Depositor
Robert C. Murray
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Name: Robert C. Murray
Title: Senior Vice President and
Chief Financial Officer
Dated: January 24, 1997
