Exhibit 4.2

                                                              EXECUTION VERSION


                                 FIRST AMENDMENT

     FIRST  AMENDMENT,  dated as of June 30,  2004  (this  "Amendment"),  to the
Credit  Agreement  (the "Credit  Agreement"),  dated as of June 27, 2003,  among
KEYSPAN CORPORATION, a New York corporation (the "Borrower"),  the several banks
and other  financial  institutions or entities from time to time parties to this
Agreement (the "Lenders"),  CITIBANK N.A., as syndication agent, THE BANK OF NEW
YORK and THE  ROYAL  BANK OF  SCOTLAND  PLC,  as  co-documentation  agents,  and
JPMORGAN CHASE BANK, as administrative agent.

                               W I T N E S S E T H
                               -------------------

     WHEREAS,  pursuant to the Credit Agreement, the Lenders have agreed to make
certain loans and other extensions of credit to the Borrower; and

     WHEREAS,  the Borrower has  requested  and,  upon this  Amendment  becoming
effective,  the Lenders have agreed,  to amend certain  provisions of the Credit
Agreement upon the terms and conditions set forth herein.

     NOW THEREFORE,  in  consideration  of the premises  contained  herein,  the
parties hereto agree as follows:

                             Section 1 DEFINITIONS

     1.01.  Defined Terms.  Unless otherwise  defined herein,  capitalized terms
which are defined in the Credit Agreement are used herein as defined therein.

                    Section 2 AMENDMENTS TO CREDIT AGREEMENT

     2.01.  Amendment  to Section  1.1.  Section 1.1 of the Credit  Agreement is
hereby amended by inserting,  in proper alphabetical order the following defined
terms and related definitions:

     ""Act": as defined in Section 9.16."

     ""Non-Core  Assets":  Any assets of the Borrower or any of its Subsidiaries
that are not material to the ongoing  operations of any of the Borrower's or its
Subsidiaries'  primary gas  distribution  or  electric  services  businesses  as
determined by the Borrower in its reasonable business judgment"

     ""PUHCA": as defined in Section 3.14."

     2.02.  Amendment  to Section  3.1.  Section 3.1 of the Credit  Agreement is
hereby  amended by deleting the fourth and fifth  sentences  thereof it in their
entirety and replacing them with the following:

               "The  Borrower  and its  Subsidiaries  do not have  any  material
               Guarantee Obligations, contingent liabilities and liabilities for
               taxes,  or any long-term  leases  (other than the Facility  Lease
               Agreement,  dated as of March 25,  2004,  between  SE  Ravenswood
               Trust and KeySpan Ravenswood LLC) or unusual forward or long-term
               commitments, including any interest rate or foreign currency swap
               or  exchange  transaction  or  other  obligation  in  respect  of
               derivatives,  that are not reflected in the most recent financial
               statements  referred  to  in  this  paragraph,  except  Guarantee
               Obligations  of  Indebtedness  of the Borrower  and/or any of its
               Subsidiaries so long as the Indebtedness in respect of which such


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               Guarantee  Obligations  arise  is  reflected  in  such  financial
               statements. During the period from April 1, 2004 to and including
               the date hereof there has been no  Disposition by the Borrower of
               any  material  part  of its  business  or  property,  except  the
               disposition  of an  approximately  39% interest in KeySpan Energy
               Canada  Partnership and the disposition of an  approximately  32%
               interest in The Houston Exploration Company."

     2.03.  Amendment to Section 3.14.  Section 3.14 of the Credit  Agreement is
hereby amended by deleting it in its entirety and inserting the following:

               "Investment Company Act; Other Regulations.  Neither the Borrower
          nor  any of its  Subsidiaries  is (i) an  "investment  company",  or a
          company "controlled" by an "investment company", within the meaning of
          the  Investment  Company Act of 1940.  The  Borrower  is a  registered
          "holding  company"  under the Public  Utility  Holding  Company Act of
          1935,  as  amended  ("PUHCA"),  and is subject  to  regulation  by the
          Securities  and Exchange  Commission.  Neither the Borrower nor any of
          its Subsidiaries is subject to regulation under any Requirement of Law
          (other  than  Regulation  X of the Board and  PUHCA)  that  limits its
          ability to incur Indebtedness."

     2.04.  Amendment to Section 3.15.  Section 3.15 of the Credit  Agreement is
hereby amended by deleting it in its entirety and inserting the following:

     "Subsidiaries.  Except  as  disclosed  to the  Administrative  Agent by the
Borrower in writing from time to time after the Closing Date,  (a) Schedule 3.15
sets  forth  the name and  jurisdiction  of  incorporation  of each  Significant
Subsidiary  and, as to each such  Subsidiary,  the  percentage  of each class of
Capital  Stock  owned  by  the  Borrower  and  (b)  there  are  no   outstanding
subscriptions,   options,   warrants,  calls,  rights  or  other  agreements  or
commitments  (other than stock  options  granted to employees  or directors  and
directors'  qualifying  shares and the  Borrower's  MEDS Equity  Units  issuance
priced on April 30,  2002) of any nature  relating to any  Capital  Stock of the
Borrower  or  any  Significant  Subsidiary,   except  as  created  by  the  Loan
Documents."

     2.05.  Amendment to Section 4.2(a).  Section 4.2(a) of the Credit Agreement
is hereby amended by deleting it in its entirety and inserting the following:

          "(a)  Representations and Warranties.  Each of the representations and
     warranties  made by the  Borrower in or pursuant to this  Agreement  (other
     than the representations and warranties  contained in Sections 3.2, 3.6 and
     3.17) shall be true and correct on and as of such date as if made on and as
     of such date."

     2.06.  Amendment  to Section  6.4.  Section 6.4 of the Credit  Agreement is
hereby amended by deleting it in its entirety and inserting the following:


          "(a) Dispose of any of the Borrower's or any Significant Subsidiaries'
     property,  whether now owned or hereafter acquired,  or, in the case of any
     Significant  Subsidiary,  issue  or sell  any  shares  of such  Significant
     Subsidiary's Capital Stock to any Person, except:

          (i) the  Disposition  of obsolete or worn out property in the ordinary
     course of business;

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          (ii) the sale of inventory in the ordinary course of business;

          (iii) Dispositions permitted by Section 6.3(b);

          (iv) the sale or  issuance  of any  Significant  Subsidiary's  Capital
     Stock to the Borrower or any other Significant Subsidiary; and

          (v) Dispositions of Non-Core Assets; and

     (b) Permit any Asset Sale,  other than any  permitted  under clause  6.4(a)
above,  provided  that the Borrower may permit any Asset Sale to the extent that
that if the ratio of Consolidated  Indebtedness  to Consolidated  Capitalization
(calculated on a pro forma basis to give effect to such Asset Sale) exceeds 0.55
to 1.00, then the Net Cash Proceeds  thereof  received by the Borrower or any of
its Subsidiaries  shall be applied on the date of receipt thereof (or as soon as
reasonably  possible) to reduce Consolidated  Indebtedness by an amount equal to
the lesser of (i) such Net Cash  Proceeds  and (ii) the amount  required to make
the ratio of Consolidated Indebtedness to Consolidated  Capitalization less than
or equal to 0.55 to 1.00.  Notwithstanding the foregoing,  except as provided in
Section  6.3(b) above,  the Borrower  shall not, and shall not permit any of its
Subsidiaries  to,  directly or indirectly,  in one transaction or in a series of
transactions, dispose of all or substantially all of its assets."


     2.07.  Amendment to Section 9.6(c).  Section 9.6(c) of the Credit Agreement
is hereby amended by inserting after the phrase "Any Lender (an "Assignor") may,
in  accordance  with  applicable  law, at any time and from time to time" in the
first   sentence  of  such   Section  the  phrase   "with  the  consent  of  the
Administrative Agent (which shall not be unreasonably withheld or delayed)".

     2.08. New Section 9.16. Section 9 of the Credit Agreement is hereby amended
by adding at the end of such Section the following new Section 9.16:

          "USA  PATRIOT Act.  Each Lender  hereby  notifies  the  Borrower  that
          pursuant to the requirements of the USA Patriot Act (Title III of Pub.
          L.  107-56  (signed  into law October 26,  2001)) (the  "Act"),  it is
          required to obtain,  verify and record information that identifies the
          Borrower,  which  information  includes  the name and  address  of the
          Borrower and other information that will allow such Lender to identify
          the Borrower in accordance with the Act."

                            Section 3 MISCELLANEOUS

     3.01. Effectiveness. This Amendment shall become effective as of [June 29],
2004 upon receipt by the Administrative  Agent of duly executed  counterparts of
this Amendment by each of the Borrower and the Required Lenders.

     3.02.  Representations and Warranties.  On and as the date hereof and after
giving effect to this  Amendment  the Borrower  hereby  confirms,  reaffirms and
restates the  representations  and warranties set forth in the Credit  Agreement
mutatis mutandis,  except to the extent that such representations and warranties
expressly  relate to a specific  earlier date in which case the Borrower  hereby
confirms,  reaffirms and restates such representations and warranties as of such
earlier date.


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     3.03.  Continuing Effect; No Other Amendments.  Except as expressly amended
hereby,  all of the terms and  provisions of the Credit  Agreement are and shall
remain in full force and effect. The amendment provided for herein is limited to
the  specific  Section of the Credit  Agreement  specified  herein and  narrowly
construed  and shall not  constitute  an amendment  of, or an  indication of the
Administrative   Agent's  or  the  Lenders'  willingness  to  amend,  any  other
provisions of the Credit Agreement.

     3.04. Expenses. The Borrower agrees to pay and reimburse the Administrative
Agent for all its reasonable costs and expenses  incurred in connection with the
preparation and delivery of this Amendment,  including,  without limitation, the
reasonable fees and disbursements of counsel to the Administrative Agent.

     3.05.  Counterparts.  This  Amendment may be executed by one or more of the
parties to this Amendment on any number of separate  counterparts  (including by
telecopy),  and all of said  counterparts  taken  together  shall be  deemed  to
constitute  one and the same  instrument.  A set of the copies of this Amendment
signed  by the  parties  hereto  shall  be  delivered  to the  Borrower  and the
Administrative Agent.

     3.06.  GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND  OBLIGATIONS OF THE
PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.











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     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed and delivered by their  respective duly  authorized  officers as of the
date first above written.

                                      KEYSPAN CORPORATION

                                      By:  /s/
                                           --------------------------------
                                           Name:  Michael J. Taunton
                                           Title:  Vice President and Treasurer


                                      JPMORGAN CHASE BANK, as Administrative
                                      Agent and as a Lender

                                      By:
                                           --------------------------------
                                           Name:
                                           Title:













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