24-b Certified  resolution  of the Board of  Directors  of  KeySpan  authorizing
     signatures pursuant to power of attorney

                               THE MEETING OF THE
                               BOARD OF DIRECTORS
                                       OF
                               KEYSPAN CORPORATION

      After discussion, upon motion duly seconded, it was

      RESOLVED,   that  the  proper  officers  of  the  Corporation  are  hereby
authorized, directed and empowered in the name and on behalf of the Corporation,
to execute,  file and deliver any document required for the Corporation to issue
up to an  aggregate  principal  amount  of  $1.65  billion  of debt  securities,
including any amendments,  modifications or supplements thereto,  including,  by
way of illustration and not by way of limitation, the following:

      (1) execute,  file and deliver to the Securities and Exchange Commission a
Registration  Statement  reflecting the issuance of up to an aggregate principal
amount of $1.65 billion of debt  securities by the  Corporation,  as well as any
and all such other required documents, certificates,  instruments, or regulatory
filings, including any amendments, modifications or supplements thereto;

     (2)  determine  from time to time the  number of series,  rates,  terms and
principal  amount  of the  debt  securities  to be sold  and  issued  up to such
aggregate principal amount:

     (3) enter into an indenture for debt securities,  including any amendments,
modifications or supplements thereto and to appoint agents under such indenture;

     (4) enter into a trust  agreement  for the debt  securities,  including any
amendments,  modifications or supplements thereto and to appoint a trustee under
such trust agreement;

     (5) enter into  underwriting,  distribution  or similar  agreements for the
debt securities, including any amendments, modifications or supplements thereto;

     (6) appoint  attorneys-in-fact  to act on behalf of any of the  officers or
directors of the  Corporation  in  connection  with the issuance and sale of the
debt securities;

     (7)  determine  the  compensation  to be paid for arranging the sale of the
debt securities;

     (8) list the debt securities on the New York and/or Pacific Stock Exchange,
if appropriate;

     (9) take all actions  necessary or desirable  under the  securities or Blue
Sky laws of the various states relating to the debt securities;

     (10) prepare, execute and deliver all instruments (manually, electronically
or by facsimile), which may be executed in counterparts,  each of which shall be
deemed an original,  but all of which together shall constitute one and the same
instrument and









      RESOLVED,  that the proper  officers are hereby  authorized,  directed and
empowered to undertake all such further action, as any such proper officer deems
necessary,  proper,  convenient or desirable in order to carry out the intent of
the foregoing resolution 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;

      RESOLVED,  that any action taken and any instrument or document  prepared,
executed,  delivered  or filed by the proper  officers  prior to the adoption of
these  resolutions  to  accomplish  any  of  the  actions  authorized  by  these
resolutions  is  ratified,  confirmed  and approved in all  respects;  and it is
further

      RESOLVED,  that the Chief  Executive  Officer,  the  President,  the Chief
Financial Officer, the Treasurer,  the Controller,  the Chief Accounting Officer
or the  Secretary of the  Corporation  be and each of them shall be considered a
proper officer for each of the foregoing resolutions.

     I, R. A. Rapp, Jr., Vice  President,  Secretary & Deputy General Counsel 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 July 26,  2000,  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 14th day of August, 2000.

                                                   /s/ R. A. Rapp, Jr.
                                                   ---------------------------
                                                   R. A. Rapp, Jr.
                                                   Vice President, Secretary &
                                                   Deputy General Counsel