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###### Securities and Exchange Commission

          - [Release No. 35-27926]

Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated under the Act. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendment(s) is/are available for public inspection through the Commission's Branch of Public Reference.

Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by January 6, 2005, to the Secretary, Securities and Exchange Commission, Washington, DC 20549-0609, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) specified below. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify specifically the issues of facts or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After January 6, 2005, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

## KeySpan Corporation (70-10274)

KeySpan Corporation (“KeySpan”), a combination gas and electric registered public utility holding company, One Metro Tech Center, Brooklyn, NY 11201, has filed a declaration (“Declaration”) with the Commission under sections 6(a) and 7 and rule 54 under the Act.

                    Applicants KeySpan states that it is a diversified registered public utility holding company. KeySpan directly or indirectly owns seven public utility companies in New York and Massachusetts.[1]                                          KeySpan also directly or indirectly owns various nonutility subsidiaries (collectively referred to as the “Nonutility Subsidiaries”) through which KeySpan engages in energy related nonutility activities.                

By order dated December 18, 2003 (HCAR No. 27776) (“Financing Order”), the Commission authorized KeySpan and its subsidiaries to engage in a program of external and intrasystem transactions including, among other things, to engage in certain types of credit support arrangements through December 31, 2006 (“Authorization Period”). The Financing Order authorized KeySpan to enter into guarantees (“Guarantees”), performance Guarantees, obtain letters of credit, enter into expense agreements or otherwise provide credit support with respect to the obligations of its subsidiaries as may be appropriate or necessary to enable the subsidiaries to carry on in the ordinary course of their respective businesses in an aggregate principal amount not to exceed $4.0 billion outstanding at any one time (excluding obligations exempt under rule 45) (“Guarantee Financing Limit”).

                    KeySpan now requests authorization to engage in certain transactions involving the divestiture of one or more Nonutility Subsidiaries, Delta KeySpan, LLC (“Delta KeySpan”), Granite State Plumbing & Heating, LLC (“Granite State”) and Northern Peabody, LLC (“Northern Peabody” and, collectively “KSI Nonutilities”), which are owned indirectly by KeySpan Services, Inc. (“KSI”).[2]                                          KeySpan states that the divestiture transactions will involve the continued maintenance of certain existing Guarantees by KeySpan in favor of the KSI Nonutilities that were previously issued in accordance with the Financing Order  (“KSI Divestiture Transaction”). KeySpan expects to sell these KSI Subsidiaries to individuals, groups or corporations. KeySpan requests authorization to engage in KSI Divestiture Transactions from time to time, the specific terms and conditions of which are not at this time known, without further prior approval by the Commission.                

In connection with these proposed divestitures, KeySpan states that the terms of these previously issued and authorized Guarantees would not change in any respect. No new Guarantees and indemnities would be issued in connection with any proposed KSI Divestiture Transaction. KeySpan states that the Guarantees would remain in place only for an interim period until the completion of a project and the expiration of any associated warranty period in accordance with contractual obligations. KeySpan states that the original aggregate value of the issued Guarantees was approximately $76 million. KeySpan states that the presently outstanding aggregate exposure of the Guarantees has been substantially reduced and as of November 30, 2004 is approximately $23 million.

                    KeySpan states that each of the Guarantees have varying terms, and in certain cases the term has no date                           ( print page 76798)                        certain but is set to expire upon completion of the associated work project. In any event, KeySpan states that with respect to each of the KSI Nonutilities, none of the Guarantees, including any associated warranty period, are expected to terminate later than the dates set forth below:                

Delta KeySpan, LLC: February 28, 2007

Granite State Plumbing & Heating, LLC: September 30, 2006

Northern Peabody, LLC: February 28, 2006

                    KeySpan also requests that the Commission reserve jurisdiction over the maintenance, for an interim period of time, of certain existing Guarantees and other credit support mechanisms, previously issued under the Financing Order and directly related to the proposed divestiture of the following additional KSI subsidiaries: WDF Inc. (“WDF”), and its subsidiaries, Binsky & Snyder, LLC (“Binsky”) and its subsidiaries and Binsky and Snyder Service, LLC (“Binsky Service”).[3] 

For the Commission by the Division of Investment Management, pursuant to delegated authority.

Margaret H. McFarland,

Deputy Secretary.

# Footnotes

1.                             (i) The Brooklyn Union Gas Company d/b/a KeySpan Energy Delivery New York (“KEDNY”), which distributes natural gas at retail to residential, commercial and industrial customers in the New York City boroughs of Brooklyn, Staten Island and Queens; (ii) KeySpan Gas East Corporation d/b/a KeySpan Energy Delivery Long Island (“KEDLI”), which distributes natural gas at retail to customers in New York State located in the counties of Nassau and Suffolk on Long Island and the Rockaway Peninsula in Queens County; (iii) KeySpan Generation LLC (“KeySpan Generation”), which owns and operates electric generation capacity located on Long Island all of which is sold at wholesale to the Long Island Power Authority (“LIPA”) for resale by LIPA to its approximately 1.1 million customers; (iv) Boston Gas Company d/b/a KeySpan Energy Delivery New England (“Boston Gas”), which distributes natural gas to customers located in Boston and other cities and towns in eastern and central Massachusetts; (v) Essex Gas Company d/b/a KeySpan Energy Delivery New England (“Essex Gas”), which distributes natural gas to customers in eastern Massachusetts; (vi) Colonial Gas Company d/b/a KeySpan Energy Delivery New England (“Colonial Gas”), which distributes natural gas to customers located in northeastern Massachusetts and on Cape Cod; and (vii) EnergyNorth Natural Gas, Inc. d/b/a KeySpan Energy Delivery New England (“ENGI”), which distributes natural gas to customers located in southern and central New Hampshire, and the City of Berlin located in northern New Hampshire.                    
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2.                             KeySpan states that Delta KeySpan is a Delaware limited liability company which designs, builds and installs HVAC systems primarily for commercial customers in Rhode Island and the New England region. KeySpan states that Granite State (formerly Granite State Plumbing and Heating, Inc.) is a Delaware limited liability company that is a mechanical contractor engaged in the design, installation and service of commercial and industrial plumbing, HVAC equipment and process piping systems for customers in the industrial and governmental sector, as well as real estate developers in new England. KeySpan states that Northern Peabody (formerly Northern Peabody, Inc.) is a Delaware limited liability company that is a mechanical contractor engaged in the design, installation and service of plumbing, heating, ventilation, air conditioning and process piping systems. It serves commercial, industrial and institutional customers, in the hospital, healthcare and governmental markets in New Hampshire, southern Maine and Massachusetts (excluding Boston).                    
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3.                             KeySpan states that WDF, and its subsidiaries provide mechanical contracting services, which are primarily the design, construction, alteration, maintenance and repair of plumbing and HVAC, systems including related piping installation and welding, to large scale commercial, institutional and industrial customers in the New York area. KeySpan states that Binsky and its subsidiaries are specialty mechanical contractors which install heating, ventilating and air conditioning systems, which use electricity or gas, for commercial and industrial customers located primarily in New Jersey. KeySpan states that engaged in installing HVAC systems for commercial and industrial customers located primarily in New Jersey.                    
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[FR Doc. 04-27998  Filed 12-21-04; 8:45 am]

BILLING CODE 8010-01-M