Exhibit 4.15-b



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                             COMPANY LEASE AGREEMENT

                                     Between

                                KEYSPAN-GLENWOOD
                               ENERGY CENTER, LLC

                                       and

                                  NASSAU COUNTY
                          INDUSTRIAL DEVELOPMENT AGENCY



                          Dated as of November 1, 2003

                                   $53,275,000
                   Nassau County Industrial Development Agency
                      Industrial Development Revenue Bonds,
               (KeySpan-Glenwood Energy Center, LLC) Series 2003A

              Affecting the Facility located at the Facility Realty
            described in Appendix A hereto in the Town of Oyster Bay,
                     County of Nassau and State of New York




                               PHILLIPS LYTLE LLP
                         1100 Franklin Avenue, 4th floor
                           Garden City, New York 11530
                         Attention: Milan K. Tyler, Esq.

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                             COMPANY LEASE AGREEMENT


     THIS COMPANY LEASE  AGREEMENT,  dated as of November 1, 2003 (this "Company
Lease"), by and between KEYSPAN-GLENWOOD ENERGY CENTER, LLC, a limited liability
company  organized and existing  under and by virtue of the laws of the State of
Delaware, having its principal office at c/o KeySpan Corporation,  One MetroTech
Center,  Brooklyn, New York 11201, party of the first part (the "Company"),  and
NASSAU COUNTY  INDUSTRIAL  DEVELOPMENT  AGENCY,  Mineola,  New York, a corporate
governmental  agency  constituting  a body  corporate  and  politic and a public
benefit  corporation  duly organized and existing under the laws of the State of
New York (the "Agency"),  having its principal  office at 400 County Seat Drive,
Mineola,  New York 11501,  party of the second part (the "Agency")  (capitalized
terms used in the  recitals to and within this Company  Lease and not  otherwise
defined herein shall have the respective  meanings assigned to such terms in the
Indenture referred to below):

                              W I T N E S S E T H:


     WHEREAS, the New York State Industrial Development Agency Act, constituting
Title  1 of  Article  18-A  of the  General  Municipal  Law,  Chapter  24 of the
Consolidated  Laws of New  York,  as  amended  (the  "Enabling  Act")  has  been
heretofore enacted by the Legislature of the State of New York for the purposes,
among others, of providing for the creation of industrial  development  agencies
in the several counties, cities, villages and towns in the State of New York, to
promote, develop, encourage,  assist and advance the job opportunities,  health,
general  prosperity and economic  welfare of the people of the State of New York
and to improve their prosperity and standard of living; and

     WHEREAS, the Agency has been heretofore established under said Enabling Act
pursuant to Chapter 674 of the 1975 Laws of New York, as amended  (together with
the Enabling  Act, the "Act"),  and is  authorized  to acquire real property and
interests therein,  buildings and other  improvements  thereon and machinery and
equipment in connection therewith for the purposes set forth above, and to lease
the same as herein more particularly described; and

     WHEREAS,  the  Agency  is  further  authorized  by  the  Act to  issue  its
industrial  development  revenue  bonds  payable  solely from and secured by the
revenues derived from the leasing of the land,  buildings and other improvements
and the machinery and equipment so acquired; and

     WHEREAS,  the Company and KeySpan have entered into  negotiations  with the
Agency in  connection  with a "project"  as such term is defined in the Act (the
"Project")  consisting  of the  refinancing  of certain  costs  incurred  by the
Company in connection with the  acquisition and  construction of three buildings
of approximately  1,700 square feet each and one building of approximately 5,000
square feet and the  acquisition  and  installation  therein of two single cycle
generating  units to be used by the  Company  for the  purpose of  providing  an
aggregate of  approximately  79 megawatts to the existing  Long Island  electric
grid (the "Facility"); and


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     WHEREAS,  the Facility is located on an existing 2.9 acre site known as The
Glenwood Energy Center, and located on the eastern shore of Hempstead Harbor, in
the Town of Oyster Bay (the "Facility Realty") as more particularly described in
Appendix A hereto; and

     WHEREAS,  the Agency has  determined  that Agency  financing  assistance is
necessary  to provide  employment  in, and is  beneficial  for the  economy  and
prosperity of, the  inhabitants of Nassau County and is reasonably  necessary to
induce the Company to proceed with the Project; and

     WHEREAS,  as a result of such  negotiations,  the Company has requested the
Agency to issue its bonds in the aggregate  principal  amount of  $53,275,000 to
finance a portion of the costs of the Project; and

     WHEREAS,  the  Agency  adopted a bond  resolution  on  November  24,  2003,
authorizing the Project and the issuance of its industrial  development  revenue
bonds to  finance a portion  of the costs of the  Project,  the  leasing  of the
Facility to the Agency and the  subleasing  of the  Facility to the Company (the
"Bond Resolution"); and

     WHEREAS,  contemporaneously  with the execution of this Company Lease,  the
Agency and the Company have entered into a Lease Agreement of even date herewith
(herein referred to as the "Lease Agreement"),  providing for the financing of a
portion  of the  costs of the  Project  by the  Agency  and the  leasing  of the
Facility to the Company; and

     NOW,  THEREFORE,  for and in  consideration  of the premises and the mutual
covenants and representations  hereinafter contained, the Company and the Agency
hereby agree as follows:

                                   ARTICLE 1.

     The Company hereby leases to the Agency,  and the Agency hereby leases from
the  Company,  the  Facility  described  in  Appendix  A hereto,  including  all
improvements  thereto  and  equipment  now  or  hereafter  located  therein  but
excluding the Lessee's Property as defined in the Lease Agreement,  for the term
herein  provided  and for use as  provided  in the  Lease  Agreement.  It is the
intention  of the Company and the Agency that the Agency  shall have a leasehold
interest  in  all  improvements  hereafter  constructed  by the  Company  at the
Facility (other than the Lessee's Property) as and when the same are constructed
thereon.  Accordingly,  the Company and the Agency  agree that the Agency  shall
hold leasehold title to all improvements hereafter constructed by the Company at
the Facility, together with all equipment used or procured for use in connection
therewith (other than the Lessee's Property).

                                   ARTICLE 2.

     The term of this  Company  Lease  shall  commence  on the date of  original
issuance  of the Bonds and expire on the earlier of (i) the date the Bonds shall
have been paid in full in accordance with Article X of the Indenture or (ii) the
termination of the Lease Agreement.


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                                   ARTICLE 3.

     The rental  hereunder shall be one dollar ($1),  receipt of which is hereby
acknowledged by the Company.

                                   ARTICLE 4.

     The Company hereby delivers possession of the Facility to the Agency.

                                   ARTICLE 5.

     The Company  represents and warrants that it owns merchantable title to the
Facility  and has full right and  lawful  authority  to enter into this  Company
Lease for the full term hereof, that the execution,  delivery and performance by
the  Company of this  Company  Lease and the  consummation  of the  transactions
herein  contemplated have been duly authorized by all requisite corporate action
on the part of the Company and will not violate (i) any applicable  provision of
law,  or any  order of any court or agency  of  government  having  jurisdiction
thereover,  (ii) the  articles of  organization  or  operating  agreement of the
Company,  or (iii) any  indenture,  agreement or other  instrument  to which the
Company is a party or which it or any of its property is subject to or bound by,
or be in conflict with or result in a breach of or  constitute  (with due notice
and/or lapse of time) a default under any such material indenture,  agreement or
other  instrument,  which  violation,  conflict,  breach or default would have a
material  adverse  effect  upon the  affairs,  assets,  properties,  business or
financial  condition of the Company.  The Company  covenants and agrees that, so
long as the Lease Agreement shall be in full force and effect,  the Agency shall
have, hold and enjoy a valid leasehold  estate in the Facility,  and the Company
shall whenever necessary take all necessary action to that end.

                                   ARTICLE 6.

     The  Agency  represents  and  warrants  that it has full  right and  lawful
authority to enter into this Company Lease for the full term hereof.

                                   ARTICLE 7.

     Except  as  otherwise  permitted  by  Sections  6.1 or  9.3  of  the  Lease
Agreement,  neither the Agency nor the Company shall (i) assign or transfer this
Company  Lease,  nor  sublease the whole or any part of the Facility nor subject
this Company Lease to any lien, claim, mortgage,  encumbrance or servitude other
than Permitted  Encumbrances,  in any manner, nor (ii) sell,  assign,  convey or
otherwise dispose of the Facility or any part thereof (other than a release of a
portion of the Facility pursuant to Section 6.4 of the Lease Agreement),  during
the term of this Company Lease,  in any manner,  to any Person,  except that the
Agency shall (y) assign its interest hereunder to the Trustee as contemplated by
the Indenture and (z) sublease the Facility to the Company pursuant to the Lease
Agreement  for a term not greater than the term herein  provided and the Company
may sell,  sublease or  otherwise  dispose of all or portions of the Facility in
accordance with the Lease Agreement.


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                                   ARTICLE 8.

     Except for the Security  Documents,  this Company Lease contains the entire
agreement  between the parties  hereto with respect to the subject matter hereof
and all prior negotiations and agreements are merged in this Company Lease. This
Company Lease may not be changed, modified or discharged in whole or in part and
no oral or executory agreement shall be effective to change, modify or discharge
in whole or in part this  Company  Lease or any  obligations  under this Company
Lease,  unless such agreement is set forth in a written  instrument  executed by
the  Company and the  Agency.  No consent or  approval  of the Company  shall be
deemed  to have been  given or to be  effective  for any  purposes  unless  such
consent  or  approval  is set  forth in a  written  instrument  executed  by the
Company. No consent or approval of the Agency shall be deemed to have been given
or to be effective for any purposes unless such consent or approval is set forth
in a written instrument executed by the Agency.

                                   ARTICLE 9.

     All  notices  required to be given or  authorized  to be given by any party
pursuant  to this  Company  Lease  shall  be in  writing  and  shall  be  served
personally or sent by hand delivery or overnight  delivery by a national courier
service, addressed as follows:

If to the Agency:              Nassau County Industrial Development Agency
                               400 County Seat Drive
                               Mineola, New York 11501
                               Attention: Executive Director

If to the Company:             Keyspan-Glenwood Energy Center, LLC
                               c/o KeySpan Corporation
                               One MetroTech Center
                               Brooklyn, New York 11201
                               Attention:  Treasurer (with a copy to
                               The General Counsel, at the same address)

     The Agency and the Company  may, by like notice,  designate  any further or
different  addresses to which  subsequent  notices  shall be sent. A copy of any
notice given to the Agency or the Company under this Company Lease shall also be
given to the Trustee at the address indicated in Section 13.03 in the Indenture.
All notices,  certificates  and other  communications  hereunder shall be deemed
given on the date such notices,  certificates or other  communication are served
personally or sent, if sent by hand delivery,  or on the following Business Day,
if sent by overnight delivery.

                                  ARTICLE 10.

     THIS COMPANY LEASE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,
THE LAWS OF THE STATE OF NEW YORK,  WITHOUT  GIVING EFFECT TO THE  PRINCIPLES OF
THE CONFLICTS OF LAWS THEREOF.


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     The terms of this Company  Lease are and shall be binding upon and inure to
the benefit of the Agency and the Company and their  respective  successors  and
assigns.

     If any one or more of the  provisions  of this Company Lease shall be ruled
invalid  by  any  court  of  competent  jurisdiction,  the  invalidity  of  such
provisions(s) shall not affect any of the remaining  provisions hereof, but this
Company  Lease shall be  construed  and  enforced as if such  illegal or invalid
provision had not been contained herein.

                                  ARTICLE 11.

     This  Company  Lease shall become  effective  upon the date of the original
issuance  of  the  Bonds.   It  may  be   simultaneously   executed  in  several
counterparts,  each  of  which  shall  be an  original  and all of  which  shall
constitute but one and the same instrument.

                                  ARTICLE 12.

     All covenants,  stipulations,  promises,  agreements and obligations of the
Agency or the Company,  as applicable,  contained in this Company Lease shall be
deemed to be the covenants,  stipulations,  promises, agreements and obligations
of the  Agency  and the  Company,  as the  case may be,  and not of any  member,
director,  officer, employee or agent of the Agency or the Company in his or her
individual capacity, and no recourse shall be had for the payment of any amounts
hereunder against any member, director, officer, employee or agent of the Agency
or the Company. In addition,  in the performance of the agreements of the Agency
herein contained, any obligation it may incur for the payment of money shall not
subject the Agency to any pecuniary or other  liability nor create a debt of the
State of New York or of the County of Nassau and  neither  the State of New York
nor the County of Nassau shall be liable on any obligation so incurred,  but any
such obligation  shall be payable solely out of the lease rentals,  revenues and
receipts  derived  from or in  connection  with the  Facility and payable to the
Agency by the Company under the Lease Agreement.

                                  ARTICLE 13.

     The Agency and the Company  agree that this  Company  Lease or a memorandum
hereof shall be recorded by the Agency in the appropriate office of the Register
of Nassau County.

                                  ARTICLE 14.

           The use of the Facility and all other rights, duties, liabilities and
obligations of the Company and the Agency with respect thereto and the Project
to be constructed, leased and operated and the financing thereof, not fixed in
this Company Lease, shall be as set forth in the Lease Agreement.

                                  ARTICLE 15.

     The Company,  in compliance with Section 13 of the Lien Law, covenants that
the Company will receive the consideration for this conveyance and will hold the
right to receive such  consideration  in a manner  consistent with Section 13 of
the Lien Law.


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     IN  WITNESS  WHEREOF,  the  Company  has caused  its  corporate  name to be
subscribed hereto by its Authorized Representative and the Agency has caused its
name  to be  hereunto  subscribed  by  its  duly  authorized  Chairperson,  Vice
Chairperson, Executive Director or Administrative Director, all being done as of
the year and day first above written.

                                       KEYSPAN-GLENWOOD ENERGY CENTER, LLC

                                       By: /s/
                                           --------------------
                                           Name:Michael Nilsen
                                           Title: Vice President and Treasurer

                                       NASSAU COUNTY INDUSTRIAL
                                       DEVELOPMENT AGENCY


                                       By: /s/
                                           --------------------
                                           Joseph Gioino
                                           Executive Director










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STATE OF NEW YORK    )
                     ) s.s.:
COUNTY OF NEW YORK   )


     On the 25th day of November in the year two thousand three,  before me, the
undersigned,  personally  appeared  Michael  Nilsen,  personally  known to me or
proved to me on the basis of  satisfactory  evidence to be the individual  whose
name is  subscribed  to the within  instrument  and  acknowledged  to me that he
executed the same in his capacity,  and that by his signature on the instrument,
the  individual,  or the  person  upon  behalf  of which the  individual  acted,
executed the instrument.


                                        ---------------------------------
                                                   Notary Public













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STATE OF NEW YORK    )
                     ) s.s.:
COUNTY OF  NEW YORK  )



     On the 25th day of November in the year two thousand and three,  before me,
the undersigned,  personally  appeared Joseph Gioino,  personally known to me or
proved to me on the basis of  satisfactory  evidence to be the individual  whose
name is  subscribed  to the within  instrument  and  acknowledged  to me that he
executed the same in his capacity,  and that by his signature on the instrument,
the  individual,  or the  person  upon  behalf  of which the  individual  acted,
executed the instrument.


                                    -----------------------------------
                                               Notary Public











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                                   APPENDIX A


                             DESCRIPTION OF FACILITY
                             -----------------------


The Facility  means the  refinancing  of certain costs incurred by the Lessee in
connection  with  the  acquisition  and   construction  of  three  buildings  of
approximately  1,700 square feet and one building of approximately  5,000 square
feet and the acquisition and installation therein of two single cycle generating
units  located on an existing 2.9 acre  facility  known as The  Glenwood  Energy
Center,  and located on the eastern  shore of Hempstead  Harbor,  in the Town of
Oyster  Bay  (the  "Facility"),  to be used by the  Lessee  for the  purpose  of
providing an aggregate of approximately 79 megawatts to the existing Long Island
electric grid.  Said building and  generating  units are located on that certain
lot,  piece and  parcel of land  described  in the  legal  description  attached
hereto, known as the Facility Realty.














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                         DESCRIPTION OF FACILITY REALTY


                            See attached description



















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