KEYSPAN CORPORATION

                                            POWER OF ATTORNEY



                  WHEREAS,  KeySpan  Corporation,  a New York  corporation  (the
"Company"),  intends to file with the Securities and Exchange  Commission  under
the Securities  Exchange Act of 1934, as amended,  an Annual Report on Form 10-K
as  prescribed  by said  Commission  pursuant  to said  Act  and the  rules  and
regulations promulgated thereunder.

                  NOW,  THEREFORE,  in  my  capacity  either  as a  director  or
officer,  or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN  and  ROBERT  R.  WIECZOREK,   and  each  of  them  severally,   as  my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director,  officer,  or both,  as the case may be, of KeySpan  Corporation,
said Report,  any amendment to said Report and any other  documents  required in
connection  therewith,  and to file the same with the  Securities  and  Exchange
Commission.

                  IN WITNESS  WHEREOF,  I have  executed  this power of attorney
this 9th day of March, 2000.

                                                      /s/ Robert B. Catell

                                                     Robert B. Catell
                                                     Chief Executive Officer and
                                                     Chairman of the
                                                     Board of Directors


<PAGE>




                                         KEYSPAN CORPORATION

                                            POWER OF ATTORNEY



                  WHEREAS,  KeySpan  Corporation,  a New York  corporation  (the
"Company"),  intends to file with the Securities and Exchange  Commission  under
the Securities  Exchange Act of 1934, as amended,  an Annual Report on Form 10-K
as  prescribed  by said  Commission  pursuant  to said  Act  and the  rules  and
regulations promulgated thereunder.

                  NOW,  THEREFORE,  in  my  capacity  either  as a  director  or
officer,  or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN  and  ROBERT  R.  WIECZOREK,   and  each  of  them  severally,   as  my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director,  officer,  or both,  as the case may be, of KeySpan  Corporation,
said Report,  any amendment to said Report and any other  documents  required in
connection  therewith,  and to file the same with the  Securities  and  Exchange
Commission.

                  IN WITNESS  WHEREOF,  I have  executed  this power of attorney
this 9th day of March, 2000.

                                                      /s/ Lilyan H. Affinito

                                                     Director


<PAGE>



                                         KEYSPAN CORPORATION

                                            POWER OF ATTORNEY



                  WHEREAS,  KeySpan  Corporation,  a New York  corporation  (the
"Company"),  intends to file with the Securities and Exchange  Commission  under
the Securities  Exchange Act of 1934, as amended,  an Annual Report on Form 10-K
as  prescribed  by said  Commission  pursuant  to said  Act  and the  rules  and
regulations promulgated thereunder.

                  NOW,  THEREFORE,  in  my  capacity  either  as a  director  or
officer,  or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN  and  ROBERT  R.  WIECZOREK,   and  each  of  them  severally,   as  my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director,  officer,  or both,  as the case may be, of KeySpan  Corporation,
said Report,  any amendment to said Report and any other  documents  required in
connection  therewith,  and to file the same with the  Securities  and  Exchange
Commission.

                  IN WITNESS  WHEREOF,  I have  executed  this power of attorney
this 9th day of March, 2000.

                                                      /s/ George Bugliarello

                                                     Director


<PAGE>



                                         KEYSPAN CORPORATION

                                            POWER OF ATTORNEY



                  WHEREAS,  KeySpan  Corporation,  a New York  corporation  (the
"Company"),  intends to file with the Securities and Exchange  Commission  under
the Securities  Exchange Act of 1934, as amended,  an Annual Report on Form 10-K
as  prescribed  by said  Commission  pursuant  to said  Act  and the  rules  and
regulations promulgated thereunder.

                  NOW,  THEREFORE,  in  my  capacity  either  as a  director  or
officer,  or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN  and  ROBERT  R.  WIECZOREK,   and  each  of  them  severally,   as  my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director,  officer,  or both,  as the case may be, of KeySpan  Corporation,
said Report,  any amendment to said Report and any other  documents  required in
connection  therewith,  and to file the same with the  Securities  and  Exchange
Commission.

                  IN WITNESS  WHEREOF,  I have  executed  this power of attorney
this 9th day of March, 2000.

                                                      /s/ Howard R. Curd

                                                     Director


<PAGE>




                                         KEYSPAN CORPORATION

                                            POWER OF ATTORNEY



                  WHEREAS,  KeySpan  Corporation,  a New York  corporation  (the
"Company"),  intends to file with the Securities and Exchange  Commission  under
the Securities  Exchange Act of 1934, as amended,  an Annual Report on Form 10-K
as  prescribed  by said  Commission  pursuant  to said  Act  and the  rules  and
regulations promulgated thereunder.

                  NOW,  THEREFORE,  in  my  capacity  either  as a  director  or
officer,  or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN  and  ROBERT  R.  WIECZOREK,   and  each  of  them  severally,   as  my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director,  officer,  or both,  as the case may be, of KeySpan  Corporation,
said Report,  any amendment to said Report and any other  documents  required in
connection  therewith,  and to file the same with the  Securities  and  Exchange
Commission.

                  IN WITNESS  WHEREOF,  I have  executed  this power of attorney
this 9th day of March, 2000.

                                                      /s/ Richard N. Daniel

                                                     Director


<PAGE>



                                         KEYSPAN CORPORATION

                                            POWER OF ATTORNEY



                  WHEREAS,  KeySpan  Corporation,  a New York  corporation  (the
"Company"),  intends to file with the Securities and Exchange  Commission  under
the Securities  Exchange Act of 1934, as amended,  an Annual Report on Form 10-K
as  prescribed  by said  Commission  pursuant  to said  Act  and the  rules  and
regulations promulgated thereunder.

                  NOW,  THEREFORE,  in  my  capacity  either  as a  director  or
officer,  or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN  and  ROBERT  R.  WIECZOREK,   and  each  of  them  severally,   as  my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director,  officer,  or both,  as the case may be, of KeySpan  Corporation,
said Report,  any amendment to said Report and any other  documents  required in
connection  therewith,  and to file the same with the  Securities  and  Exchange
Commission.

                  IN WITNESS  WHEREOF,  I have  executed  this power of attorney
this 9th day of March, 2000.

                                                      /s/ Donald H. Elliott

                                                     Director


<PAGE>



                                         KEYSPAN CORPORATION

                                            POWER OF ATTORNEY



                  WHEREAS,  KeySpan  Corporation,  a New York  corporation  (the
"Company"),  intends to file with the Securities and Exchange  Commission  under
the Securities  Exchange Act of 1934, as amended,  an Annual Report on Form 10-K
as  prescribed  by said  Commission  pursuant  to said  Act  and the  rules  and
regulations promulgated thereunder.

                  NOW,  THEREFORE,  in  my  capacity  either  as a  director  or
officer,  or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN  and  ROBERT  R.  WIECZOREK,   and  each  of  them  severally,   as  my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director,  officer,  or both,  as the case may be, of KeySpan  Corporation,
said Report,  any amendment to said Report and any other  documents  required in
connection  therewith,  and to file the same with the  Securities  and  Exchange
Commission.

                  IN WITNESS  WHEREOF,  I have  executed  this power of attorney
this 9th day of March, 2000.

                                                      /s/ Alan H. Fishman

                                                     Director


<PAGE>



                                          KEYSPAN CORPORATION

                                            POWER OF ATTORNEY



                  WHEREAS,  KeySpan  Corporation,  a New York  corporation  (the
"Company"),  intends to file with the Securities and Exchange  Commission  under
the Securities  Exchange Act of 1934, as amended,  an Annual Report on Form 10-K
as  prescribed  by said  Commission  pursuant  to said  Act  and the  rules  and
regulations promulgated thereunder.

                  NOW,  THEREFORE,  in  my  capacity  either  as a  director  or
officer,  or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN  and  ROBERT  R.  WIECZOREK,   and  each  of  them  severally,   as  my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director,  officer,  or both,  as the case may be, of KeySpan  Corporation,
said Report,  any amendment to said Report and any other  documents  required in
connection  therewith,  and to file the same with the  Securities  and  Exchange
Commission.

                  IN WITNESS  WHEREOF,  I have  executed  this power of attorney
this 9th day of March, 2000.

                                                      /s/ James R. Jones

                                                     Director


<PAGE>



                                          KEYSPAN CORPORATION

                                            POWER OF ATTORNEY



                  WHEREAS,  KeySpan  Corporation,  a New York  corporation  (the
"Company"),  intends to file with the Securities and Exchange  Commission  under
the Securities  Exchange Act of 1934, as amended,  an Annual Report on Form 10-K
as  prescribed  by said  Commission  pursuant  to said  Act  and the  rules  and
regulations promulgated thereunder.

                  NOW,  THEREFORE,  in  my  capacity  either  as a  director  or
officer,  or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN  and  ROBERT  R.  WIECZOREK,   and  each  of  them  severally,   as  my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director,  officer,  or both,  as the case may be, of KeySpan  Corporation,
said Report,  any amendment to said Report and any other  documents  required in
connection  therewith,  and to file the same with the  Securities  and  Exchange
Commission.

                  IN WITNESS  WHEREOF,  I have  executed  this power of attorney
this 9th day of March, 2000.

                                                      /s/ Stephen W. McKessy

                                                     Director


<PAGE>



                                          KEYSPAN CORPORATION

                                            POWER OF ATTORNEY



                  WHEREAS,  KeySpan  Corporation,  a New York  corporation  (the
"Company"),  intends to file with the Securities and Exchange  Commission  under
the Securities  Exchange Act of 1934, as amended,  an Annual Report on Form 10-K
as  prescribed  by said  Commission  pursuant  to said  Act  and the  rules  and
regulations promulgated thereunder.

                  NOW,  THEREFORE,  in  my  capacity  either  as a  director  or
officer,  or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN  and  ROBERT  R.  WIECZOREK,   and  each  of  them  severally,   as  my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director,  officer,  or both,  as the case may be, of KeySpan  Corporation,
said Report,  any amendment to said Report and any other  documents  required in
connection  therewith,  and to file the same with the  Securities  and  Exchange
Commission.

                  IN WITNESS  WHEREOF,  I have  executed  this power of attorney
this 9th day of March, 2000.

                                                      /s/ Edward D. Miller

                                                     Director


<PAGE>



                                          KEYSPAN CORPORATION

                                            POWER OF ATTORNEY



                  WHEREAS,  KeySpan  Corporation,  a New York  corporation  (the
"Company"),  intends to file with the Securities and Exchange  Commission  under
the Securities  Exchange Act of 1934, as amended,  an Annual Report on Form 10-K
as  prescribed  by said  Commission  pursuant  to said  Act  and the  rules  and
regulations promulgated thereunder.

                  NOW,  THEREFORE,  in  my  capacity  either  as a  director  or
officer,  or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN  and  ROBERT  R.  WIECZOREK,   and  each  of  them  severally,   as  my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director,  officer,  or both,  as the case may be, of KeySpan  Corporation,
said Report,  any amendment to said Report and any other  documents  required in
connection  therewith,  and to file the same with the  Securities  and  Exchange
Commission.

                  IN WITNESS  WHEREOF,  I have  executed  this power of attorney
this 9th day of March, 2000.

                                                      /s/ Basil A. Paterson

                                                     Director


<PAGE>



                                          KEYSPAN CORPORATION

                                            POWER OF ATTORNEY



                  WHEREAS,  KeySpan  Corporation,  a New York  corporation  (the
"Company"),  intends to file with the Securities and Exchange  Commission  under
the Securities  Exchange Act of 1934, as amended,  an Annual Report on Form 10-K
as  prescribed  by said  Commission  pursuant  to said  Act  and the  rules  and
regulations promulgated thereunder.

                  NOW,  THEREFORE,  in  my  capacity  either  as a  director  or
officer,  or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN  and  ROBERT  R.  WIECZOREK,   and  each  of  them  severally,   as  my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director,  officer,  or both,  as the case may be, of KeySpan  Corporation,
said Report,  any amendment to said Report and any other  documents  required in
connection  therewith,  and to file the same with the  Securities  and  Exchange
Commission.

                  IN WITNESS  WHEREOF,  I have  executed  this power of attorney
this 9th day of March, 2000.

                                                      /s/ James Q. Riordan

                                                     Director


<PAGE>



                                          KEYSPAN CORPORATION

                                            POWER OF ATTORNEY



                  WHEREAS,  KeySpan  Corporation,  a New York  corporation  (the
"Company"),  intends to file with the Securities and Exchange  Commission  under
the Securities  Exchange Act of 1934, as amended,  an Annual Report on Form 10-K
as  prescribed  by said  Commission  pursuant  to said  Act  and the  rules  and
regulations promulgated thereunder.

                  NOW,  THEREFORE,  in  my  capacity  either  as a  director  or
officer,  or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN  and  ROBERT  R.  WIECZOREK,   and  each  of  them  severally,   as  my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director,  officer,  or both,  as the case may be, of KeySpan  Corporation,
said Report,  any amendment to said Report and any other  documents  required in
connection  therewith,  and to file the same with the  Securities  and  Exchange
Commission.

                  IN WITNESS  WHEREOF,  I have  executed  this power of attorney
this 9th day of March, 2000.

                                                      /s/ Frederic V. Salerno

                                                     Director


<PAGE>


                                          KEYSPAN CORPORATION

                                            POWER OF ATTORNEY



                  WHEREAS,  KeySpan  Corporation,  a New York  corporation  (the
"Company"),  intends to file with the Securities and Exchange  Commission  under
the Securities  Exchange Act of 1934, as amended,  an Annual Report on Form 10-K
as  prescribed  by said  Commission  pursuant  to said  Act  and the  rules  and
regulations promulgated thereunder.

                  NOW,  THEREFORE,  in  my  capacity  either  as a  director  or
officer,  or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN  and  ROBERT  R.  WIECZOREK,   and  each  of  them  severally,   as  my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director,  officer,  or both,  as the case may be, of KeySpan  Corporation,
said Report,  any amendment to said Report and any other  documents  required in
connection  therewith,  and to file the same with the  Securities  and  Exchange
Commission.

                  IN WITNESS  WHEREOF,  I have  executed  this power of attorney
this 9th day of March, 2000.

                                                      /s/ Vincent Tese

                                                     Director


Exhibit 24.2

         The Chairman  reported that the Corporation  intends to file its Report
on Form  10-K for the  fiscal  year  ended  December  31,  1999  and mail  proxy
materials to shareholders  relative to its Annual Meeting of Shareholders on May
11, 2000. 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, 1999, 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 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,  proxy and annual
         report, 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 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 13, 2000;

                  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 amendments,  modifications, or supplements thereto, and to take all
         such further action


<PAGE>


         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.