Exhibit 14

                 CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND
                SENIOR FINANCIAL OFFICERS OF KEYSPAN CORPORATION

     KeySpan  Corporation  ("KeySpan") has adopted a Corporate  Policy Statement
Concerning  Ethical  Business  Conduct and  Corporate  Policies & Procedures  on
Business Ethics,  which apply to all employees of KeySpan and its  subsidiaries.
This Code of Ethics ("Code") applies to KeySpan's Chief Executive Officer, Chief
Financial Officer, Chief Accounting Officer,  Controller,  or persons performing
similar functions. It is designed to supplement , but not replace, the Corporate
Policy Statement  Concerning Ethical Business Conduct and the Corporate Policies
& Procedures on Business  Ethics.  Its purpose is to promote  honest and ethical
conduct  and  compliance  with  the  law,   particularly  with  respect  to  the
maintenance  of KeySpan's  financial  records and the  preparation  of financial
statements filed with the Securities and Exchange  Commission  ("SEC"),  and any
other government agency or self-regulatory organization.

     In furtherance of KeySpan's commitment to high ethical standards, it is the
Corporation's policy that its Chief Executive Officer,  Chief Financial Officer,
Chief Accounting  Officer,  Controller,  or persons performing similar functions
follow and advocate these  principles  governing their  professional and ethical
conduct:

     1.   Act with  honesty  and  integrity,  avoiding  any  actual or  apparent
          conflicts of interest between personal and professional relationships,
          including  receiving  improper personal benefits as a result of his or
          her position;

     2.   Perform  responsibilities  so  that  all  books  and  records  of  the
          Corporation fully and accurately  reflect the  Corporation's  receipts
          and expenditures and fully and fairly disclose the financial condition
          of the Corporation;

     3.   Provide  full,  fair,  accurate,   complete,   objective,  timely  and
          understandable  financial  disclosures in internal  reports as well as
          documents filed or submitted to the SEC, any other  government  agency
          or self-regulatory organization, or used in public communications;

     4.   Comply with laws of federal,  state, and local governments  applicable
          to KeySpan, and rules and regulations of private and public regulatory
          agencies having jurisdiction over KeySpan;

     5.   Responsibly  use and control  assets and other  resources  employed or
          entrusted to his or her supervision; and

     6.   Proactively promote ethical behavior among subordinates and peers.

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     It is further the policy of KeySpan to disclose  (a) any  violation of this
Code to the General Counsel of the Corporation,  (b) either any amendment to the
Code or any grant of a waiver from the requirements of the Code, together with a
brief description of the amendment or waiver, and, for waivers,  the date and to
whom it was granted , as required by law or SEC regulation.

     The Chief Executive  Officer,  Chief Financial  Officer,  Chief  Accounting
Officer,  Controller,  or persons  performing  similar  functions shall promptly
bring to the attention of the General Counsel any matters that could  compromise
the integrity of KeySpan's  financial reports,  any disagreement with respect to
any material  accounting matter, and any violation of this Code or of any law or
regulation related to KeySpan's  accounting or financial affairs. The failure of
the Chief Executive Officer,  Chief Financial Officer, Chief Accounting Officer,
Controller, or persons performing similar functions to comply with this Code may
result in disciplinary action, including termination,  and, if warranted,  legal
proceedings.


     Finally, it is also the policy of KeySpan that the Chief Executive Officer,
Chief  Financial  Officer,  Chief  Accounting  Officer,  Controller,  or persons
performing similar functions acknowledge and certify this Code annually.











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