Exhibit 10.1









                                    AMENDMENT

                           Dated as of March 29, 2002

                                       to



                       GENERATION PURCHASE RIGHT AGREEMENT


                                 by and between


                               KEYSPAN CORPORATION
                                   AS SELLER,


                                       and


                    LONG ISLAND LIGHTING COMPANY d/b/a LIPA,
                                    AS BUYER,



                            Dated as of June 26, 1997





<PAGE>




         This AMENDMENT (the "Amendment") is made and entered into as of March
29, 2002, by and between KEYSPAN CORPORATION, a New York corporation formerly
known as MarketSpan Corporation (the "Seller"), as assignee of Long Island
Lighting Company, and LONG ISLAND LIGHTING COMPANY d/b/a LIPA, a New York
corporation (the "Buyer"), as assignee of Long Island Power Authority, to the
Generation Purchase Right Agreement, by and between the Seller and the Buyer,
dated as of June 26, 1997 (the "GPRA").

                                    RECITALS

         WHEREAS, the Seller and the Buyer have determined to revise the term
during which the Right may be exercised in accordance with the GPRA; and

         WHEREAS, the Buyer and KeySpan Electric Services LLC, a wholly owned
subsidiary of the Seller are contemporaneously entering into certain amendments
to the Management Services Agreement between such parties dated as of June 26,
1997.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:


                                    ARTICLE 1

                                   DEFINITIONS

     Section 1.1. Definitions.  All capitalized terms used in this Amendment and
not otherwise defined shall have the meanings assigned to them in the GPRA.


                                    ARTICLE 2

                               AMENDMENTS TO GPRA

     Section 2.1.  Amendment to Section 2.2 of the GPRA. Section 2.2 of the GPRA
is amended to read as follows:

          Section  2.2  Exercisability.  Subject  to the  further  terms of this
          Agreement,  the  Right  shall  become  exercisable  at any time  after
          November 28, 2004.  The Right shall expire and cease to be exercisable
          at 12:01 a.m. on May 28, 2005.

     Section 2.2  Amendment  to Section 2.7 of the GPRA.  The first  sentence of
Section 2.7 of the GPRA is amended to read as follows:

          The closing of this  Agreement will be on a date scheduled by LIPA not
          earlier  than May 28,  2005 (the  "Closing  Date") at a location to be
          agreed upon by the parties hereto following the Exercise Date.

<PAGE>

     Section 2.3. Amendment to Section 5.1 of the GPRA. Paragraph (h) of Section
5.1 of the GPRA is amended by  deleting  "the third  anniversary  hereof" in the
first sentence of such paragraph and adding the place thereof "May 29, 2004."

     Section  2.4.  Amendment  to  Section  5.3 of the GPRA.  Subsection  (a) of
Section 5.3 of the GPRA is amended by deleting "the third anniversary hereof" in
the first  sentence of such  subsection and adding in the place thereof "May 29,
2004."

     Section  2.5  Initial  Management  Agreement.   In  the  event  that  Buyer
determines  to retain a company to manage the  Generating  Facilities  for Buyer
upon Buyer's  acquisition of the Generating  Facilities,  Buyer will, as part of
the  manager   selection   process  and  consistent  with  Buyer's   procurement
obligations, negotiate in good faith with Seller regarding a potential, mutually
acceptable initial management agreement.  Buyer's agreement to negotiate in good
faith with Seller  shall not  preclude  Buyer from also  negotiating  with,  and
selecting, a third party to manage the Generating Facilities for Buyer.

                                    ARTICLE 3

                                  MISCELLANEOUS

     Section 3.1.  Effective  Date.  This Amendment  shall be effective upon its
execution and delivery by the parties hereto.

     Section  3.2.  Affirmation  of  Representations.  All  representations  and
warranties of the Seller and Genco set forth in Section 4.1 of the GPRA are true
and  correct as of the date  hereof.  Seller and Genco  have been,  and are,  in
compliance with the GPRA,  including,  without limitation,  Section 5.1 thereof.
All  representations and warranties of the Buyer set forth in Section 4.3 of the
GPRA are true and  correct  as of the date  hereof.  Buyer has been,  and is, in
compliance with the GPRA.

     Section 3.4. Additional Representations.  The Seller and Genco, jointly and
severally,  represent  and  warrant to the Buyer that no  consent,  approval  or
authorization of, or declaration,  filing or registration with, any Governmental
Authority  is required  to be made or obtained by Seller or Genco in  connection
with the  execution,  delivery and  performance  of this  Amendment by Seller or
Genco. The Buyer represents and warrants to the Seller that no consent, approval
or  authorization  of,  or  declaration,   filing  or  registration   with,  any
Governmental  Authority  is  required  to be made or  obtained  by the  Buyer in
connection with the execution, delivery and performance of this Amendment by the
Buyer.

     Section 3.5. Severability.  The provisions of this Amendment are severable,
and if any  provision  hereof  shall  be  determined  by a  court  of  competent
jurisdiction  to be  invalid  or  unenforceable,  such  determination  shall not
affect, impair or invalidate the remainder of this Amendment.

     Section 3.6. Miscellaneous. Except as amended hereby, the GPRA shall remain
in full force and effect. This Amendment shall be governed,  including,  without
limitation, as to validity,  interpretation and effect, by the Laws of the State
of New York.  This Amendment may be executed in two or more  counterparts  which
together shall constitute a single agreement.


<PAGE>



                  IN WITNESS WHEREOF, each party hereto has duly executed this
Amendment as of the date first above written.

                                   KEYSPAN CORPORATION



                                   By  /s/
                                       -----------------------------------------
                                   Name:
                                   Title:


                                   LONG ISLAND LIGHTING COMPANY
                                     d/b/a LIPA, as Buyer


                                   By  /s/
                                       -----------------------------------------
                                   Name:
                                   Title:




Acknowledged and agreed to by:

KEYSPAN GENERATION LLC


By /s/
   -----------------------
Name:
Title: