Exhibit 4.34

                                 LETTER OF CREDIT

                          IRREVOCABLE LETTER OF CREDIT
                               NO. LCA12090300759NY

                                December 9, 2003

JPMorgan Chase Bank
4 New York Plaza, 15th Floor
New York, NY 10004



                     Attention: Capital Markets Fiduciary Services

Dear Sir or Madam:

     We  hereby  establish,  at the  request  and for  the  account  of  KeySpan
Generation LLC (the "Company"), in your favor, as Trustee under the Indenture of
Trust,  dated  as of  December  1,  1997 (as  amended  from  time to  time,  the
"Indenture"),  by and between New York State  Energy  Research  and  Development
Authority (the "Issuer") and you, as Trustee,  pursuant to which  $24,880,000 in
aggregate  principal amount of the Issuer's  Electric  Facilities  Revenue Bonds
(Long Island Lighting Company Project), 1997 Series A (the "Bonds"), are issued,
our  Irrevocable  Letter  of  Credit  No.  LCA12090300759NY,  in the  amount  of
$27,057,000 (subject to reduction and reinstatement as provided below).

     (1) Effective Date. This Letter of Credit shall become  effective only upon
surrender and  cancellation  of the letter of credit,  dated  December 11, 2000,
issued by National  Westminster Bank, Plc on behalf of the Company,  pursuant to
that certain Letter of Credit and  Reimbursement  Agreement dated as of December
1, 2000 between the Company and National Westminster Bank, Plc.

     (2)  Cancellation  Date. This Letter of Credit shall expire on the earliest
to occur of (i) December 8, 2006 (the "Stated  Termination Date"), (ii) the date
upon which we honor a draft  accompanying  a written and  completed  certificate
signed by you in  substantially  the form of  Exhibit  2  attached  hereto,  and
stating therein that such draft is the final draft to be drawn under this Letter
of Credit and that, upon the honoring of such draft,  this Letter of Credit will
expire in  accordance  with its  terms,  (iii) the date upon  which we receive a
written  certificate  signed  by you  and  stating  therein  that no  Bonds  are
"outstanding" under the Indenture,  (iv) the second business day (as hereinafter
defined) following the effective date of the conversion of the Bonds to a "Fixed
Rate"  pursuant to Section  2.04 of the  Indenture,  (v) the 12th  business  day
following  your having  received a notice from us that we are  terminating  this
Letter of Credit  and  directing  the  Trustee to cause a  mandatory  tender and
purchase of or to accelerate the Bonds  pursuant to Section  2.05(j) or 10.01(f)
or (g) of the  Indenture  and (vi) the date  upon  which we  receive  a  written
certificate  signed  by you  and  stating  therein  that  an  "Alternate  Credit
Facility" has been provided  under the Indenture  (such  earliest date being the
"Cancellation Date").


                                       1
<PAGE>


     As used  herein,  "business  day"  shall  mean any day of the year on which
banks  located in The City of New York,  New York,  or in the city in which your
principal  corporate  trust  office is  located  (as  specified  above),  or the
principal corporate trust office designated to us in a certificate substantially
in the form set forth in Exhibit 5 by any  transferee  who has  succeeded you as
Trustee under the Indenture,  or in the city in which the office at which drafts
may be  presented  hereunder,  are not required or  authorized  by law to remain
closed.

     (3) Principal and Interest  Components.  The aggregate  amount which may be
drawn  under  this  Letter of  Credit,  subject  to  reductions  in  amount  and
reinstatement as provided below, is $27,057,000,  of which the aggregate amounts
set forth below may be drawn as indicated.

          (i)  An  aggregate  amount  not  exceeding  $24,880,000   (Twenty-four
     million,  eight hundred  eighty  thousand  Dollars),  as such amount may be
     reduced and restored as provided below,  may be drawn in respect of payment
     of principal  (whether  upon  scheduled or  accelerated  maturity,  or upon
     redemption)  of the Bonds or the  portion  of the  purchase  price of Bonds
     corresponding to principal (the "Principal Component").

          (ii) An aggregate  amount not exceeding  $2,177,000 (Two million,  one
     hundred and seventy-seven  thousand Dollars), as such amount may be reduced
     and  restored  as  provided  below,  may be drawn in  respect of payment of
     interest  on the  Bonds  or the  portion  of the  purchase  price  of Bonds
     corresponding  to  interest,  but not more than an amount  equal to accrued
     interest on the Bonds for the period of 210 days immediately  preceding the
     date of such drawing at a maximum rate of 15% per annum,  calculated on the
     basis of a year of 360 days (the "Interest Component").

     (4)  Drawings.  Funds  under  this  Letter of Credit are  available  to you
against (i) your draft  dated on the date such draft is drawn on us,  stating on
its face: "Drawn under Irrevocable Letter of Credit No.  LCA12090300759NY  dated
December 9, 2003", and (ii) the appropriate  certificate  specified below,  duly
executed by you and  appropriately  completed (it being understood that in order
to draw under this Letter of Credit in respect of both  principal  and interest,
the presentation of two certificates shall be required).

                                                     Exhibit Setting Forth Form
                                                     --------------------------
         Type of Drawing                               of Certificate Required
         ---------------                               -----------------------
Tender                             Drawing                      Exhibit 1
(as hereinafter defined)

Redemption/Mandatory                                            Exhibit 2
Purchase                           Drawing
(as hereinafter defined)

Drawing           in       respect       of                     Exhibit 3
interest payment on the Bonds


                                       2
<PAGE>


     Drafts and  certificates  hereunder shall be dated the date of presentation
and shall be presented at our office  located at The Royal Bank of Scotland plc,
101 Park Avenue,  New York, NY 10178  Attention:  Sheila Shaw,  Commercial Loans
(Telephone  (212)  401-1406)  (or at such other  office as we may  designate  by
written notice to you) in the following manner: If we receive  telephonic notice
of your  draft(s)  at  such  office,  subsequently  confirmed  by (i)  facsimile
transmission  of such  draft(s)  and your  certificate(s)  received by us at the
following  number:  (212) 401-1494 (or at such other telephone  number as we may
designate by written  notice to you) or (ii) by hand  delivery of such  draft(s)
and your certificate(s) received by us at such office, in any case all in strict
conformity with the terms and conditions of this Letter of Credit,  at or before
4:00 p.m. (New York City time) on the business day immediately preceding the day
of  presentation,  which day of presentation  shall be the business day on which
your draft(s) and  certificate(s)  are dated and which shall be on or before the
Cancellation Date, then we will honor such draft(s) at or before 12:00 noon (New
York City time) on the day of presentation to your order in accordance with your
payment instructions; and draft(s) and certificate(s) so received following 4:00
p.m.  (New York City time) will be so honored at or before  12:00 noon (New York
City time) on the business day  immediately  following  the day of  presentation
(notwithstanding  that such day of presentation  may have been the  Cancellation
Date).  If you request,  by written notice to us delivered in a timely  fashion,
payment  under this  Letter of Credit  will be made by wire  transfer of Federal
funds to an  account  with any bank  that is a  member  of the  Federal  Reserve
System, or by deposit of immediately  available funds into a designated  account
maintained  with us. All payments made by us under this Letter of Credit will be
made with our own funds and not with any funds of the Company or the Issuer.

     (5) Reductions. The Principal Component and the Interest Component shall be
reduced immediately  following our honoring any draft drawn hereunder (i) to pay
interest  on the  Bonds,  or (ii) to pay  principal  of the  Bonds or to pay the
purchase  price  of  Bonds  that are (A) due  upon  maturity  or as a result  of
acceleration  or upon redemption of the Bonds in accordance with Section 2.17 of
the  Indenture or (B) subject to mandatory  purchase by the Company  pursuant to
Sections 2.05(e) or 2.05(j) of the Indenture (any such drawing in respect of the
circumstances  referred  to in this  clause  (ii) being a  "Redemption/Mandatory
Purchase  Drawing"),  or (iii) to pay the  purchase  price of Bonds that are (A)
purchased  pursuant to an election by the holders  thereof  pursuant to Sections
2.05(a) or 2.05(b) of the Indenture or (B) subject to mandatory  tender pursuant
to Sections  2.05(d) or 2.05(g) of the Indenture (any such drawing in respect of
the circumstances referred to in this clause (iii) being a "Tender Drawing"), in
each case by an amount equal to the  respective  component of the amount of such
draft.

     (6) Reinstatement.  On the 10th day following each drawing hereunder to pay
interest on the Bonds,  the amount so drawn shall be  reinstated to the Interest
Component,  unless you shall have  theretofore  received  written notice from us
that we will not  reinstate  this Letter of Credit in the amount of such drawing
because (i) we have not been reimbursed in full by the Company for the amount of
such drawing,  together with  interest,  if any,  owing thereon  pursuant to the
Letter of Credit and Reimbursement Agreement,  dated as of December 9, 2003 (the
"Reimbursement  Agreement"),  between  the  Company  and us, or (ii) an Event of
Default under the  Reimbursement  Agreement has occurred and is then continuing;


                                       3
<PAGE>


provided,  however,  that we shall  not be  entitled  to give  any  such  notice
pursuant to clause  (6)(ii) above in the event that,  pursuant to our direction,
you shall be  required  to give  notice of  mandatory  purchase  of the Bonds in
accordance with Section 2.05(j) of the Indenture;  and provided  further that in
no event shall the Interest  Component be  reinstated  to an amount in excess of
210 days' interest computed at the rate of 15% per annum, on the basis of a year
of 360 days.

     Immediately   upon  our  notice  to  you  by  hand  delivery  or  facsimile
transmission  in the form set forth in  Exhibit  4 hereto  that (a) we have been
reimbursed  by or for the  account  of the  Company  in  respect  of any  Tender
Drawing,  together  with  interest,  if  any,  owing  thereon  pursuant  to  the
Reimbursement  Agreement,  the  amounts  of which  we  notify  you we have  been
reimbursed  in  respect  of such  Tender  Drawing  shall  be  reinstated  to the
Principal Component and the Interest Component,  as specified in such notice, or
(b) we have  received  notice in the form set forth in Exhibit 6 hereto from you
or from a  person  stating  therein  that he or she is a  representative  of the
"Tender Agent" referred to in the Indenture that the Remarketing  Agent referred
to in the  Indenture  has found a  purchaser  to whom it can  remarket  Bonds in
connection  with a Tender  Drawing  the  Principal  Component  and the  Interest
Component shall be reinstated  automatically  to the extent of the principal and
interest  components  of the  purchase  price of such Bonds as specified in such
notice.  We agree that if we receive notice from you or from the Tender Agent as
provided in clause (b),  above,  at or before 4:00 p.m.  (New York City time) on
the business day  immediately  preceding any day of presentation  hereunder,  we
shall  deliver  to you our  notice in the form set forth in  Exhibit 4 hereto by
hand  delivery or  facsimile at or before 12:00 noon (New York City time) on the
day of honor.

     (7) Notices.  Communications with respect to this Letter of Credit shall be
in writing and shall be addressed  to us at The Royal Bank of Scotland  plc, 101
Park  Avenue,  New York,  NY 10178  Attention:  Sheila Shaw,  Commercial  Loans,
(Telephone  (212)  401-1406)  (or at such other  office as we may  designate  by
written  notice  to  you) or by  facsimile  transmission  received  by us at the
following  number:  (212) 401-1494 (or at such other telephone  number as we may
designate by written notice to you) specifically referring to the number of this
Letter of Credit.

     (8) Transfer.  This Letter of Credit is  transferable  in its entirety (but
not in part) to any  transferee  who has  succeeded  you as  Trustee  under  the
Indenture  and may be  successively  so  transferred.  Transfer of the available
balance under this Letter of Credit to such transferee  shall be effected by the
presentation  to us of  this  Letter  of  Credit  accompanied  by a  certificate
substantially in the form set forth in Exhibit 5.

     (9)  GOVERNING  LAW,  ETC.  THIS LETTER OF CREDIT  SHALL BE GOVERNED BY THE
UNIFORM   CUSTOMS  AND  PRACTICE  FOR  DOCUMENTARY   CREDITS  (1993   REVISION),
INTERNATIONAL  CHAMBER OF COMMERCE  PUBLICATION NO. 500 (THE "UNIFORM CUSTOMS"),
THE PROVISIONS OF WHICH ARE INCORPORATED  HEREIN TO THE EXTENT THAT THEY ARE NOT
INCONSISTENT  WITH THE EXPRESS TERMS OF THIS LETTER OF CREDIT. AS TO MATTERS NOT
GOVERNED BY THE UNIFORM CUSTOMS,  THIS LETTER OF CREDIT SHALL BE GOVERNED BY AND
CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,  INCLUDING THE
UNIFORM  COMMERCIAL  CODE AS IN EFFECT IN THE STATE OF NEW YORK.  This Letter of
Credit sets forth in full our undertaking, and such undertaking shall not in any


                                       4
<PAGE>


way be modified,  amended,  amplified  or limited by reference to any  document,
instrument or agreement referred to herein (including,  without limitation,  the
Bonds,  the  Indenture  and  the  Reimbursement  Agreement),   except  only  the
certificates and the drafts referred to herein; and any such reference shall not
be deemed to  incorporate  herein  by  reference  any  document,  instrument  or
agreement except for such  certificates  and such drafts.  Whenever and wherever
the  terms of this  Letter  of  Credit  shall  refer to the  purpose  of a draft
hereunder, or the provisions of any agreement or document pursuant to which such
draft  may  be  presented  hereunder,   such  purpose  or  provisions  shall  be
conclusively determined by reference to the certificate accompanying such draft;
in furtherance of this sentence, whether any drawing is in respect of payment of
regularly  scheduled interest on the Bonds or of principal of or interest on the
Bonds  upon  scheduled  or  accelerated  maturity  or is a Tender  Drawing  or a
Redemption/Mandatory  Purchase  Drawing  shall  be  conclusively  determined  by
reference to the certificate accompanying such drawing.

                                                Very truly yours,

                                                THE ROYAL BANK OF SCOTLAND plc,



                                                by     /s/
                                                       ------------------
                                                       Authorized Officer

                                                by     /s/
                                                       ------------------
                                                       Authorized Officer















                                       5
<PAGE>






                                                                      EXHIBIT 1
                                                        TO THE LETTER OF CREDIT

                         Certificate for Tender Drawing
                            upon Bondholder Election
                            ------------------------


     The  undersigned,  a duly  authorized  officer of JPMorgan  Chase Bank (the
"Trustee"),  hereby  certifies as follows to The Royal Bank of Scotland plc (the
"Bank"),  with  reference to Irrevocable  Letter of Credit No.  LCA12090300759NY
(the  "Letter  of  Credit")  issued by the Bank in favor of the  Trustee.  Terms
defined in the Letter of Credit and used but not defined  herein  shall have the
meanings given them in the Letter of Credit.

     (1) The Trustee is the Trustee  under the  Indenture for the holders of the
Bonds.

     (2) The  Trustee is making a Tender  Drawing  under the Letter of Credit in
the amount of $     with respect to the  purchase  price of Bonds  corresponding
to  principal  of the Bonds  delivered  pursuant to an  election by  Bondholders
pursuant to Sections 2.05(a) or 2.05(b) of the Indenture,  or a mandatory tender
pursuant to Sections  2.05(d) or 2.05(g) of the  Indenture  and the Bonds.  Such
Bonds are not registered in the name of the Company or the Bank and are not held
or required to be held by the Trustee for the account of the Company or the Bank
pursuant to the Indenture.

     (3) The amount of purchase price  corresponding  to principal of such Bonds
and with  respect  to the  payment  of which the  Trustee,  pursuant  to Section
2.05(h) of the Indenture,  is to draw under the Letter of Credit, is as follows,
and the amount of the draft  accompanying  this Certificate does not exceed such
amount:


                Principal:        $

     (4) The amount of the draft  accompanying  this Certificate  being drawn in
respect of purchase price  corresponding to principal of the Bonds, as indicated
in paragraph (3), above,  does not exceed the Principal  Component of the Letter
of Credit.  The amount of the draft  accompanying this Certificate in respect of
purchase  price  corresponding  to principal of such Bonds has been  computed in
accordance with the terms and conditions of the Bonds and the Indenture.

     IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate
as of the    day of        , 20 .

                                         JPMORGAN CHASE BANK, as Trustee,

                                         by:___________________
                                            Name:
                                            Title:



<PAGE>



                                                                      EXHIBIT 2
                                                        TO THE LETTER OF CREDIT

                      Certificate for Redemption/Mandatory
                    Purchase Drawing in Respect of Payment of
                               Principal of Bonds
                      upon Redemption or Mandatory Purchase
                      -------------------------------------


     The  undersigned,  a duly  authorized  officer of JPMorgan  Chase Bank (the
"Trustee"),  hereby  certifies as follows to The Royal Bank of Scotland plc (the
"Bank"),  with  reference to Irrevocable  Letter of Credit No.  LCA12090300759NY
(the  "Letter  of  Credit")  issued by the Bank in favor of the  Trustee.  Terms
defined in the Letter of Credit and used but not defined  herein  shall have the
meanings given them in the Letter of Credit.

     (1) The Trustee is the Trustee  under the  Indenture for the holders of the
Bonds.

     (2) The Trustee is making a Redemption/Mandatory Purchase Drawing under the
Letter of Credit with  respect to [the  payment of  principal of the Bonds which
amount  is due  pursuant  to the  Indenture  upon  maturity  or as a  result  of
acceleration  or upon redemption of the Bonds in accordance with Section 2.17 of
the Indenture]1 the purchase price of Bonds subject to mandatory purchase by the
Company  pursuant to Sections  2.05(e) or 2.05(j) of the Indenture.2  Such Bonds
are not  registered  in the name of the  Company or the Bank and are not held or
required  to be held by the  Trustee  for the account of the Company or the Bank
pursuant to the Indenture.

     (3) The amount of  principal of the Bonds which is due and payable and with
respect to the payment of which the  Trustee,  pursuant  to Section  6.03 of the
Indenture,  is to draw under the Letter of Credit is as follows,  and the amount
of the draft accompanying this Certificate does not exceed such amount:

                         Principal:        $                     ]3

     [ (3) The amount of the purchase  price  corresponding  to principal of the
Bonds and with respect to the payment of which the Trustee,  pursuant to Section
2.05(h) of the  Indenture,  is to draw under the Letter of Credit is as follows,
and the amount of the draft  accompanying  this Certificate does not exceed such
amount:


                         Principal:        $                     ]4

__________________________

1    To be  used  upon  maturity,  acceleration  or  an  optional  or  mandatory
     redemption of the Bonds in whole or in part.

2    To be used upon a  mandatory  purchase  of the Bonds  pursuant  to Sections
     2.05(e) or 2.05(j) of the Indenture.

3    To be  used  upon  maturity,  acceleration  or  an  optional  or  mandatory
     redemption of the Bonds in whole or in part.

4    To be used upon a  mandatory  purchase  of the Bonds  pursuant  to Sections
     2.05(e) or 2.05(j)of the Indenture.


<PAGE>

     [ (4) The amount of the draft  accompanying this Certificate being drawn in
respect of payment of  principal of the Bonds,  as  indicated  in paragraph  (3)
above,  does not exceed the  Principal  Component  of the Letter of Credit.  The
amount of the draft  accompanying  this  Certificate  in  respect  of payment of
principal  of the  Bonds  has been  computed  in  accordance  with the terms and
conditions of the Bonds and the Indenture.]5

     [ (4) The amount of the draft  accompanying this Certificate being drawn in
respect of purchase price  corresponding to principal of the Bonds, as indicated
in paragraph (3) above, does not exceed the Principal Component of the Letter of
Credit.  The amount of the draft  accompanying  this  Certificate  in respect of
purchase  price  corresponding  to principal  of the Bonds has been  computed in
accordance with the terms and conditions of the Bonds and the Indenture.]6

     [ (5) The draft  accompanying  this  Certificate  is the final  draft to be
drawn under the Letter of Credit in respect of principal of the Bonds and,  upon
the honoring of such draft,  the Letter of Credit will expire in accordance with
its terms.]7

     [ (5) The draft  accompanying  this  Certificate  is the final  draft to be
drawn under the Letter of Credit in respect of the purchase price  corresponding
to  principal of the Bond and,  upon the  honoring of such draft,  the Letter of
Credit will expire in accordance with its terms.]8

     IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate
as of the   day of          , 20 .

JPMORGAN CHASE BANK, as Trustee,

         By
         Name:
         Title:


_____________________________

5    To be  used  upon  maturity,  acceleration  or  an  optional  or  mandatory
     redemption of the Bonds in whole or in part.

6    To be used upon a  mandatory  purchase  of the Bonds  pursuant  to sections
     2.05(e) or 2.05(j) of the Indenture.

7    To be  used  upon  maturity,  acceleration  or  an  optional  or  mandatory
     redemption, other than redemptions in part.

8    To be used in the case of  mandatory  purchases  of the Bonds  pursuant  to
     Sections 2.05(e) or 2.05(j) of the Indenture.


<PAGE>




                                                                      EXHIBIT 3
                                                        TO THE LETTER OF CREDIT

                      Certificate for Drawing in Respect of
                          Interest Payment on the Bonds
                          -----------------------------


     The  undersigned,  a duly  authorized  officer of JPMorgan  Chase Bank (the
"Trustee"),  hereby  certifies as follows to The Royal Bank of Scotland plc (the
"Bank"),  with  reference to Irrevocable  Letter of Credit No.  LCA12090300759NY
(the  "Letter  of  Credit")  issued by the Bank in favor of the  Trustee.  Terms
defined in the Letter of Credit and used but not defined  herein  shall have the
meanings given them in the Letter of Credit.

     (1) The Trustee is the Trustee  under the  Indenture for the holders of the
Bonds.

     (2) The  Trustee  is  making a drawing  under  the  Letter of Credit in the
amount of $       in respect of an interest  payment on the Bonds in  accordance
with the Indenture.  Such Bonds are not registered in the name of the Company or
the Bank and are not held or  required to be held by the Trustee for the account
of the Company or the Bank pursuant to the Indenture.

     (3) The amount of the draft  accompanying  this Certificate  being drawn in
respect of payment of interest  on the Bonds,  as  indicated  in  paragraph  (2)
above,  does not  exceed the  Interest  Component  of the Letter of Credit.  The
amount of the draft  accompanying  this  Certificate  in  respect  of payment of
interest  on the  Bonds  has been  computed  in  accordance  with the  terms and
conditions of the Bonds and the Indenture.

     IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate
as of the   day of          , 20 .

                                               JPMORGAN CHASE BANK, as Trustee,

                                               by

                                                   Name:
                                                   Title:



<PAGE>





                                                                      EXHIBIT 4
                                                        TO THE LETTER OF CREDIT

                             Notice of Reinstatement
                             -----------------------


     The  undersigned,  a duly authorized  officer of The Royal Bank of Scotland
plc (the "Bank"),  hereby gives the following  notice to JPMorgan Chase Bank, as
trustee (the  "Trustee"),  with  reference to  Irrevocable  Letter of Credit No.
LCA12090300759NY  (the  "Letter of  Credit")  issued by the Bank in favor of the
Trustee.  Terms defined in the "Letter of Credit and used but not defined herein
have the meanings given them in the Letter of Credit.

     [ (1) 1. We have received the amount of $         today in reimbursement of
amounts paid under the Letter of Credit with respect to Tender Drawings relating
to  certain  Bonds.  The  amount of  principal  of such  Bonds  covered  by that
reimbursement is as follows:

                         Principal:        $________                         ]9

     [(1) We have received  notice from the Trustee or the Tender Agent that the
Remarketing  Agent  has  found a  purchaser  to whom it can  remarket  Bonds  in
connection  with a Tender Drawing.  The sum of (i) the principal  amount of such
Bonds,  as  communicated  to us by the  Trustee  or the Tender  Agent,  and (ii)
amounts,  if  any,  heretofore  reimbursed  to us by or for the  account  of the
Company on account of such principal is as follows:


                         Principal:        $________                        ]10

     (2) In  accordance  with  the  provisions  of the  Letter  of  Credit,  the
Principal  Component has been reinstated to the extent of the respective amounts
specified in paragraph (1) above.

     IN WITNESS  WHEREOF,  the Bank has executed and delivered this Notice as of
the   day of          20 .

THE ROYAL BANK OF SCOTLAND plc

         by:

         Name:
         Title:


______________________________

9    To be used in event of actual receipt of reimbursed amounts.

10   To be used in event of notification by the Trustee or the Tender Agent that
     the Remarketing Agent has found a prospective purchaser of Bonds.


<PAGE>





                                                                      EXHIBIT 5
                                                        TO THE LETTER OF CREDIT

                            Instructions to Transfer
                            ------------------------


               Re:     Irrevocable Letter of Credit No.  LCA12090300759NY

(                         )

     The undersigned, as Trustee under the Indenture of Trust by and between New
York State Energy Research and Development Authority (the "Issuer") and JPMorgan
Chase Bank,  dated as of December 1, 1997, is named as beneficiary in the Letter
of Credit referred to above (the "Letter of Credit"). The Transferee named below
has succeeded the undersigned as Trustee under such Indenture.

                              (Name of Transferee)

                                    (Address)

     Therefore, for value received, the undersigned hereby irrevocably instructs
you to transfer to such  Transferee all rights of the  undersigned to draw under
the Letter of Credit.

     Such Transferee  shall hereafter have the sole rights as beneficiary  under
the Letter of Credit; provided,  however, that no rights shall be deemed to have
been  transferred  to such  Transferee  until such  transfer  complies  with the
requirements of the Letter of Credit pertaining to transfers.

     IN WITNESS  WHEREOF,  the  undersigned  has  executed  and  delivered  this
Certificate as of the    day of           , 20 .

                  JPMORGAN CHASE BANK,
                  as Trustee,

                  by:

                  Title:




<PAGE>




     The  undersigned,  [Name  of  Transferee],  hereby  accepts  the  foregoing
transfer of rights under the Letter of Credit.

                                                [Name of Transferee]

                                          by:
                                              _________________________________
                                              Name:
                                              Title:

                        Address of Principal
                        Corporate Trust Office:
                        [insert address]



<PAGE>




                                                                      EXHIBIT 6
                                                        TO THE LETTER OF CREDIT

                     Certificate of Trustee or Tender Agent
                         Regarding Remarketing of Bonds
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                    Re: Letter of Credit No. LCA12090300759NY

     The  undersigned,  a duly  authorized  officer of JPMorgan  Chase Bank (the
"Trustees")  [or JPMorgan  Chase Bank, as Tender Agent] hereby  certifies to The
Royal Bank of Scotland plc (the "Bank"),  in connection with The Certificate for
Tender Drawing upon Bondholder Election dated the date hereof. Terms used herein
but not defined shall have the meaning in the referenced Letter of Credit.

     The Bank is hereby notified that the Trustee [or Tender Agent] has received
oral  notification  from the Remarketing  Agent that it has found a purchaser to
whom the Remarketing Agent can remarket the Bonds in connection with the subject
Tender Drawing for a purchase price sufficient,  when added to amounts,  if any,
that the Bank  has  given  the  Trustee  notice  of that  have  been  heretofore
reimbursed  to the Bank by or for the  account of the  Company in respect of the
purchase price of such Bonds paid by the Bank as part of such Tender Drawing and
interest,  if any, owing thereon  pursuant to the  Reimbursement  Agreement,  to
reimburse the Bank in full for such purchase  price  theretofore  paid by it and
such  interest,  if any and that the  Remarketing  Agent holds such proceeds for
application as provided in Section 2.06(a) of the Indenture.

     If  you  have  any  questions,  please  do  not  hesitate  to  contact  the
undersigned.

                                 JPMORGAN CHASE BANK,
                                 as Trustee [or as Tender Agent]

                                 by

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Date:                                 Name:
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