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

                                     EXTRACT
                                      FROM
                           BOARD OF DIRECTORS MEETING
                                  MARCH 6, 2003


     After discussion, upon motion duly seconded, it was

          RESOLVED, That the Form 10-K for the year ended December 31, 2002 (the
     "Form  10-K"),  in a form  substantially  similar  to that  which  has been
     reviewed by the Directors of the Corporation, is hereby approved;

          FURTHER 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 file the Form 10-K with the  Securities  and Exchange
     Commission  (the  "SEC"),  in a form  substantially  similar  to  the  form
     approved by the  Directors  of the  Corporation,  with such changes as such
     Proper  Officers,  with the concurrence of the Disclosure  Committee,  deem
     necessary or desirable and to procure all necessary signatures thereon;

          RESOLVED,  That each of Ronald S. Jendras,  Gerald  Luterman,  John J.
     Bishar, Jr. and Michael J. Taunton, are hereby authorized and directed,  in
     the name of and on behalf of the Directors and of the  Corporation,  to act
     as an  attorney-in-fact  for the Directors and the  Corporation,  with full
     power to act and with full power of  substitution  and  resubstitution,  to
     execute the Form 10-K, and any and all  amendments and  supplements to such
     Form 10-K together with any exhibits or other documents  related thereto or
     required  in  connection  therewith,  in the name of and on  behalf  of the
     Directors and the Corporation, and to file the same or cause the same to be
     filed with the SEC,  with full power and  authority to do and perform every
     act  which  such  attorney-in-fact  may  deem  necessary  or  desirable  in
     connection therewith;

          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 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;



<PAGE>


          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; and

          FURTHER  RESOLVED,  that each of the  Chairman,  the  Chief  Executive
     Officer, any President, any Executive Vice President, Senior Vice President
     or any Vice  President  of the  Corporation  shall be  considered  a Proper
     Officer  of the  Corporation  for the  purposes  of  each of the  foregoing
     resolutions.

     I, R. A. Rapp, Jr., Vice President and 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  at a meeting duly called
and held March 6, 2003, at which a quorum was present and voting throughout, 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 17th day of March, 2003.

                                      /s/ R. A. Rapp, Jr.
                                      ---------------------------------------
                                      R. A. Rapp, Jr.
                                      Vice President and Secretary












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