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                                                                    EXHIBIT 24-2



                    NEW YORK STATE ELECTRIC & GAS CORPORATION
                              CERTIFIED RESOLUTION

         RESOLVED, that the Corporation hereby constitutes and appoints K.M.
Jasinski, Esq., R.R. Tedesco, S.J. Rafferty, R.D. Kump, L. Blum, Esq. and F.
Lee, Esq., and each of them (with full power to each of them to act alone) its
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for it and on its behalf and in its name, place and stead, to
sign, execute and file a Post-Effective Amendment No. 1 to Registration
Statement No. 33-50719 with the Securities and Exchange Commission, Washington,
D.C. under the provisions of the Securities Act of 1933, as amended, to register
senior unsecured debt securities in addition to the first mortgage bonds and
preferred stock of the Corporation previously registered under such Registration
Statement, any and all amendments to such Registration Statement and any and all
other documents requisite to be filed with respect thereto, with all exhibits
and other documents in connection therewith, granting unto said attorneys, and
each of them or their substitutes or substitute, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, in order to effectuate the same as fully to all intents
and purposes as the Corporation might or could do.


                                      *****


         I, ELAINE T. DuBRAVA, Secretary of NEW YORK STATE ELECTRIC & GAS
CORPORATION, a New York corporation, do hereby certify that the foregoing is a
true and correct copy of a resolution duly adopted by the Board of Directors of
said Corporation by unanimous written consent on January 18, 2002 and that said
resolution is in full force and effect as of the date hereof.

         IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of said Corporation this 2nd day of April, 2002.


                                                       /s/ Elaine T. DuBrava
                                                 -------------------------------
                                                           Elaine T. DuBrava