Exhibit 10.4-b









                                    AMENDMENT

                           Dated as of March 29, 2002

                                       to



                          MANAGEMENT SERVICES AGREEMENT

                                     between

                     LONG ISLAND LIGHTING COMPANY d/b/a LIPA

                                       and

                          KEYSPAN ELECTRIC SERVICES LLC

                                   Dated as of

                                  June 26, 1997





<PAGE>

     This AMENDMENT (the  "Amendment")  is made and entered into as of March 29,
2002,  by and  between  LONG ISLAND  LIGHTING  COMPANY  d/b/a  LIPA,  a New York
corporation  ("LIPA"),  as assignee of Long Island Power Authority,  and KEYSPAN
ELECTRIC  SERVICES LLC, a New York limited  liability  company formerly known as
MarketSpan Electric Services LLC (the "Manager"), as assignee of the Long Island
Lighting Company, to the Management Services Agreement,  by and between LIPA and
the Manager, dated as of June 26, 1997 (the "MSA").

                                    RECITALS

     WHEREAS, LIPA and the Manager have determined to (i) extend the term of the
MSA in part to assure LIPA the benefit of additional  synergy savings associated
with the establishment of KeySpan Corporation ("KeySpan") and (ii) amend certain
other provisions of the MSA as herein provided; and

     WHEREAS,  LIPA and  KeySpan are  contemporaneously  entering  into  certain
amendments to the Generation Purchase Right Agreement, entered into between them
dated as of June 26, 1997.

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
and  agreements   hereinafter   set  forth  and  for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

     Section 1.1. Definitions.  All capitalized terms used in this Amendment and
not otherwise defined shall have the meanings assigned to them in the MSA.


                                    ARTICLE 2

                                AMENDMENTS TO MSA

     Section 2.1.  Amendment to Section 6.1 of the MSA  regarding the final year
of  Management  Services  Agreement.  Notwithstanding  the  Service  Fee formula
contained  in Section 6.1 to the MSA,  the parties  agree that for the seven (7)
month period ending  December 31, 2008 (the "Stub Year"),  Manager's fee will be
determined as follows:

     In lieu of the Fixed Direct Fee determined in accordance  with Section 6.1,
the Manager  shall  receive a monthly  amount equal to 1/7th of Stub Year Direct
Cost  Budget.  The Stub Year Direct  Cost Budget  shall equal the sum of (a) the
Stub  Year  Fixed  Direct  Fee,  (b)  the  Management  Fee,  (c)  Manager  Asset


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Compensation  and (d) Estimated  Incremental  Direct Costs.  The Stub Year Fixed
Direct Fee shall be 7/12ths of 90% of the Direct Cost Budget for the year ending
December 31, 2007,  (less the  Management Fee for such year and less the Manager
Asset  Compensation  for such year),  escalated in a manner  consistent with the
escalation for the Direct Cost Budget  provided for in Section 2(a) of Exhibit A
to the letter  agreement (the "MSA Side Letter") dated May 27, 1998 between LIPA
and the Manager  evidencing  agreement as to certain  matters under the MSA. The
Management  Fee  for  the  Stub  Year  shall  be  $5,833,333.33.  Manager  Asset
Compensation for the Stub Year shall be  $17,500,000.00.  Estimated  Incremental
Direct  Cost  shall be 7/12ths  of 10% of the  Direct  Cost  Budget for the year
ending  December 31, 2007,  (less the  Management Fee for such year and less the
Manager Asset Compensation for such year), escalated in a manner consistent with
the  escalation  for the Direct  Cost  Budget  provided  for in Section  2(a) of
Exhibit A to the MSA Side Letter.  Incremental Direct Costs means an amount (but
not less than zero)  equal to the  difference  between the actual  total  Direct
Costs  (including the actual Manager Asset  Compensation  as trued up in Section
2.4  hereof)  incurred  by the  Manager in the Stub Year and the Stub Year Fixed
Direct Fee,  provided that for purposes of such  calculation,  such  difference,
adjusted by the Non-Cost Performance  Incentives/Disincentives  described in the
next sentence, may in no event be greater than 25% of the Stub Year Fixed Direct
Fee.  Subject to the  limitation  contained in the prior  sentence,  the Manager
shall also receive the Non-Cost Performance  Incentives/Disincentives determined
in accordance with the MSA pro-rated for the Stub Year based upon performance in
the Stub Year.  The Manager will also be reimbursed for actual Third Party Costs
and the actual Other Costs incurred by the Manager in the Stub Year. Payments to
provide  for Third  Party  Costs  will be made in a manner  consistent  with the
budget for the year ending December 31, 2007. The Stub Year payments of the Stub
Year Fixed Direct Fee, Estimated  Incremental Direct Costs and Third Party Costs
are subject to true up.  KeySpan  will  provide  within 45 days of December  31,
2008, a true up of the funding to the actual total Direct Costs and actual Third
Party Costs  incurred.  The final true up payment will be made within 60 days of
December 31, 2008.

     The parties  recognize  that any synergy  savings or  productivity  savings
achieved  by  Manager  for the Stub Year are  reflected  in the  total  payments
provided above.

     Section  2.2  Amendment  to Section 8.1 of the MSA.  The first  sentence of
Section 8.1 is amended to read as follows:

                    This Agreement shall become  effective on the Contract Date,
                    and shall  continue in effect  until  December 31, 2008 (the
                    "Term"),  unless earlier  terminated in accordance  with its
                    terms,  in which  event  the Term  shall be  deemed  to have
                    expired as of the date of such termination.

     Section 2.3.  Amendment  to Section 8.2 of the MSA.  The first  sentence of
Section 8.2 is amended by deleting  "following  the fifth  anniversary...."  and
inserting "following December 31, 2005...."


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<PAGE>

     Section  2.4.  Amendment  to Section 3 of Exhibit A to the MSA Side Letter.
Notwithstanding  anything  to the  contrary in Section 3 of Exhibit A to the MSA
Side Letter,  in accordance with Section 6.2(A)(1) of the MSA, the parties agree
that  commencing  May  29,  2006,  the  component  of  the  Direct  Cost  Budget
representing  compensation  for  the  utilization  of  Manager-owned  assets  in
providing the services  required  under the MSA ("Manager  Asset  Compensation")
shall be $30,000,000  (such amount being referred to as the "Fixed Manager Asset
Compensation").  The net book value of common  plant as of May 28, 2006 shall be
supported by KeySpan's books and records,  prepared in accordance with GAAP. The
Manager  shall  provide an  analysis,  by common  plant  asset class and related
accumulated depreciation consisting of the balance of the common plant asset, by
class,  as of May 28, 1998,  capital  additions and  retirements  for such asset
classes,  as well as any other  adjustments  to these common plant asset classes
for the period May 28, 1998 through May 31, 2006. In addition to this  analysis,
Manager shall also provide a forecast of common plant additions and retirements,
by year,  for the remaining  term of the MSA. Based upon the actual common plant
net book value at May 28, 2006 and forecast,  the parties may consider adjusting
the Fixed Manager Asset  Compensation.  As part of the Annual Settlement process
conducted in  accordance  with Section 6.8 of the MSA for 2007 and 2008,  and as
part of the  actual  Direct  Costs  for the Stub  Year,  LIPA and  KeySpan  will
calculate the actual cost for these assets. Such actual costs will be the annual
recovery of (a) the depreciation  and amortization  expense of the original cost
of the common plant as of May 28, 2006, calculated in accordance with GAAP, such
depreciation and amortization  expense adjusted to reflect net capital additions
and  retirements  made during the  remaining  term of the MSA, and (b) a pre-tax
return on the  undepreciated  amount of such common plant  during the  remaining
term of the MSA. For  purposes of such  calculation,  the parties  shall use the
same capital structure (debt/equity ratio of 60%/40%), return on equity (10.35%)
and allowed  return on rate base (8.52%) as was utilized in the  calculation  of
the original Manager Asset Compensation.  Any difference between the actual cost
of these assets and the Fixed Management Asset Compensation will be known as the
True-Up  Amount.  If the True-Up Amount is positive,  i.e., the actual costs are
greater  than  Fixed  Manager  Asset  Compensation,  the  Manager  will  receive
additional compensation (the "Incremental Manager Asset Compensation"), equal to
the True Up Amount,  provided  that in no event shall the total of all  variable
compensation  (including  any  Incremental  Manager Asset  Compensation  and any
Incremental  Direct  Costs)  payable  under  the MSA in any year  exceed  twenty
percent  (20%) of the sum of the total of the Fixed Direct Fee and such variable
compensation.  If the True-Up Amount is negative, then the variable compensation
that would  otherwise be payable to the Manager under the MSA will be reduced by
the True Up Amount,  provided that in no event shall such variable  compensation
be reduced below zero.

     Section 2.5. Amendment to Attachment C to Exhibit A to the MSA Side Letter.
Attachment C to Exhibit A to the MSA Side Letter is amended to read as follows:

          Synergy  savings  shall be equal to monthly  amounts  set forth in the
          table below for the applicable  contract months.  Contract month shall


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          mean the  number  of the month  from 1 to 120,  in  consecutive  order
          starting with the month in which the closing date occurs.

                     Period                              Monthly Amount
                     ------                              --------------
                                                             ($000's)
                     1-12                                      338.7
                     13-24                                   1,468.4
                     25-36                                   2,053.8
                     37-48                                   2,639.8
                     49-60                                   3,214.7
                     61-72                                   3,774.3
                     73-84                                   4,048.8
                     85-96                                   4,233.3
                     97-108                                  4,197.3
                     109-120                                 2,927.3

                                    ARTICLE 3

                                  MISCELLANEOUS

     Section 3.1.  Effective Date. This Amendment shall be effective on the date
on which all  approvals,  consents  or orders  (collectively,  the  "Approvals")
listed on the  schedule  referred  to in Section 3.2 of this  Amendment  and the
schedule  referred to in Section 3.2 of the Amendment dated as of March 29, 2002
(the "EMA Amendment") to the Energy Management  Agreement,  dated as of June 26,
1997, by and between  KeySpan  Energy Trading  Services LLC and LIPA,  have been
obtained and are in full force and effect.  Upon receipt of all the  Approvals ,
LIPA shall evidence such receipt by delivery of a notice to the Manager that all
Approvals have been obtained, together with a copy of such Approvals.

     Section 3.2.  Affirmation  of  Representations.  Except as set forth on the
schedule attached hereto, all  representations and warranties of the Manager set
forth in  Section  2.2 of the MSA are (or will be,  as the case may be) true and
correct  as of the date  hereof.  Except as set forth on the  schedule  attached
hereto, all  representations  and warranties of LIPA set forth in Section 2.1 of
the MSA are (or will be,  as the  case may be) true and  correct  as of the date
hereof.  Each such  schedule  will include a list of  statutory or  governmental
approvals  required to be obtained in connection with the execution and delivery
of this Amendment.

     Section  3.3.  Termination  of  this  Amendment.   This  Amendment  may  be
terminated  by  either  party at any time if a final and  non-appealable  order,
ruling or  injunction of any court of a competent  jurisdiction  shall have been
issued and the effect of such order,  ruling or injunction is to render (i) this
Amendment or the EMA Amendment  invalid or  unenforceable by such party, or (ii)
the approval by the Long Island Power  Authority  of the  Amendment  dated as of
March  29,  2002  (the  "GPRA  Amendment")  to  the  Generation  Purchase  Right
Agreement,  dated as of June 26, 1997, by and between KeySpan and LIPA,  invalid


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and thereby causing the GPRA Amendment to be invalid and  unenforceable by LIPA.
Such termination  shall be effective  immediately upon the giving of a notice of
such  termination  to the other party.  This  Amendment may not be terminated by
either party if a final and  non-appealable  order,  ruling or injunction of any
court of a competent  jurisdiction shall have been issued and the effect of such
order,  ruling or  injunction  is to render the  approval of the GPRA  Amendment
invalid for reason that the Long Island Power  Authority did not seek  requisite
governmental approvals.

     Section 3.4. Miscellaneous.  Except as amended hereby, the MSA shall remain
in full force and effect. This Amendment shall be governed,  including,  without
limitation, as to validity,  interpretation and effect, by the Laws of the State
of New York.  This Amendment may be executed in two or more  counterparts  which
together shall constitute a single agreement.










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<PAGE>




                  IN WITNESS WHEREOF, the parties have caused this Amendment to
be executed and delivered by their duly authorized officers or representatives
as of the date first above written.


                                               LONG ISLAND LIGHTING COMPANY
                                               d/b/a LIPA


                                               By /s/
                                                  -------------------
                                               Name: Richard M. Kessel
                                               Title:Chairman and Chief
                                                     Executive Officer



                                               KEYSPAN ELECTRIC SERVICES LLC


                                               By /s/
                                                  -------------------
                                               Name: Richard A. Rapp, Jr.
                                               Title:Vice President and
                                                     Secretary







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                   Schedule of Manager pursuant to Section 3.2

















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                    Schedule of LIPA pursuant to Section 3.2

         The representations and warranties in subsection (D) of Section 2.1 of
the MSA are true and correct as of the date hereof. Except for the
representations and warranties in subsection (D) of Section 2.1 of the MSA, none
of the other representations and warranties in Section 2.1 of the MSA are true
and correct as of the date hereof, but all of such representations and
warranties will be true and correct on the date on which all of the Approvals
listed below have been obtained.

         The obligations of LIPA hereunder are subject to the receipt of the
following Approvals:

          1. Approval of the Public Authorities  Control Board required pursuant
     to  Section  51 and  subsection  (aa)  of  Section  1020-f  of  the  Public
     Authorities Law; and

          2.  Approval  of the  Comptroller  of the  State of New York  required
     pursuant to Section 1020-cc of the Public Authorities Law.


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