24.2 -  Certified  copy  of  the  Resolution  of  the  Board  of  Directors
             authorizing signatures pursuant to power of attorney

                                     EXTRACT
                                      FROM
                           BOARD OF DIRECTORS MEETING
                                FEBRUARY 28, 2001

After discussion, upon motion duly seconded, it was:

           RESOLVED,  That the proper officers of the Corporation be, and hereby
are,  and each of them with the full  authority  without  the others  hereby is,
authorized,   empowered  and  directed,  in  the  name  and  on  behalf  of  the
Corporation,  to execute the Corporation's Form 10-K for the year ended December
31,  2000,  in a form  substantially  similar to the form to be  provided to the
Directors of the Corporation for their review,  with such changes as such proper
officers,  with the  advice  of  counsel  deemed  necessary  or  desirable,  the
execution by such proper officers to be conclusive  evidence that they or he/she
deemed such changes to be necessary or  desirable,  and to execute any amendment
to such Form 10-K, to procure all necessary signatures thereon, and to file such
Form 10-K and any amendment when so executed (together with appropriate exhibits
thereto) with the Securities and Exchange Commission;

           RESOLVED,  That the proper officers of the Corporation be, and hereby
are,  and each of them with the full  authority  without  the others  hereby is,
authorized,   empowered  and  directed,  in  the  name  and  on  behalf  of  the
Corporation,  to cause copies of the  Corporation's  notice of annual meeting of
shareholders,  proxy statement and annual report,  each in a form  substantially
similar to the form to be provided to the Directors of the Corporation for their
review,  with such changes as such proper  officers,  with the advice of counsel
deemed  necessary or  desirable,  the  execution  by such proper  officers to be
conclusive  evidence  that they or he/she deemed such changes to be necessary or
desirable,  to be (i) mailed to each  shareholder of the Corporation and to each
shareholder  who becomes a shareholder  of record prior to the close of business
on March 11, 2001; and (ii) filed with the  Securities  and Exchange  Commission
and the New York and Pacific Stock  Exchanges as required by  applicable  law or
regulation.

           RESOLVED,   That  the  proper  officers  of  the   Corporation   are,
authorized,  empowered and directed in the name and on behalf of the Corporation
to execute and deliver any and all such  documents,  certificates,  instruments,
agreements, or regulatory filing, including any




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amendments,  modifications, or supplements thereto, and to take all such further
action as any such  officer or other such  authorized  person  deems  necessary,
proper, convenient, or desirable in order to carry out the foregoing resolutions
and to  effectuate  the  purposes  and intents  thereof,  the taking of any such
action to be conclusive evidence of the approval thereof by the directors of the
Corporation; and

           FURTHER  RESOLVED,   That  all  actions   previously  taken  and  all
documents,  instruments,  certificates  and  the  like  previously  executed  by
directors  or  officers  of the  Corporation  or  other  authorized  persons  in
connection with the matters  referred to in the foregoing  resolutions be hereby
approved, ratified and confirmed in all respects.


           I, Richard A. Rapp, Jr., Secretary of KeySpan Corporation,  DO HEREBY
CERTIFY  that the  foregoing  is a true and  correct  copy of  resolutions  duly
adopted by the Board of  Directors  of said  Corporation  by  unanimous  written
consent on  February  28, 2001 and that such  resolutions  are in full force and
effect on the date of this certification.

           WITNESS my hand and seal of the  Corporation  this 30th day of March,
2001.

                                                    /s/ Richard A. Rapp, Jr.