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                                                                    EXHIBIT 24-2

                    NEW YORK STATE ELECTRIC & GAS CORPORATION
                              CERTIFIED RESOLUTION

            RESOLVED, that the Corporation hereby constitutes and appoints R. R.
Tedesco, S. J. Rafferty, 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
Registration Statement with the Securities and Exchange Commission, Washington,
D.C. under the provisions of the Securities Act of 1933, as amended, in
connection with the registration of up to $300 million of senior unsecured debt
securities and preferred stock of the Corporation, 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 November 14, 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 18th day of March, 2003.



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