Exhibit 99.2

            Comments for 2002 Third Quarter Earnings Conference Call
                       Thursday, October 24, 2002 @ 4:00PM


Dial In # 1- 888-552-7850
International Dial in #: 706-645-9166      International Replay #:  706-645-9291
Replay #: 1- 800-642-1687                  Conference ID #: 5656138

The replay will last until through October 30, 2002

Draft Script

1.   Introduction (Ken Daly)

     o    Note: Conference Call Host will read the Disclaimer.

     o    Welcome to KeySpan's Third Quarter 2002 Conference Call.

     o    As is our normal  conference  call  format - Bob Catell  will open and
          close  the call  with  comments  on  earnings  and an update on recent
          developments.  Wally Parker will provide an operational  update on our
          regulated  operations.  Robert Fani will provide an operational update
          on our unregulated  operations.  And Gerry Luterman will follow with a
          discussion of our financial  results.  We will take  questions and end
          the call at 4:30 PM. Also with us today are other officers and members
          of our Finance Team.

     o    A copy of the Earnings  Press  Release is available on our web site if
          you have not already received an email or fax copy.

     o    An online web cast of this conference call is also available after the
          call through our web site -- www.keyspanenergy.com.

And now, our Chairman and CEO, Bob Catell


2.       Opening Comments (Robert Catell)

Thanks, Ken, and good afternoon. I am pleased to report on another solid quarter
and further  progress in  implementing  our focused  strategy.  As you know, the
third  quarter is the peak season for our electric  business.  During a very hot
summer, we achieved  outstanding results due to the continued strong performance
from our New York City and Long Island electric generation operations.

Let me start with a review of our third quarter results.

Results
- -------

Earnings from continuing operations were on target at $3.6 million, or $0.03 per
share,  as compared to a loss of $38.9 million,  or $0.28 per share in the third
quarter of 2001. Year to date,  earnings from continuing  operations were $244.5
million,  or $1.74 per share,  versus earnings of $171.8  million,  or $1.25 per
share, last year.

Third quarter results were driven by the  performance of our electric  business.
We had contributions  from our power and service contracts with LIPA and another
strong performance by our Ravenswood  electric  generation  facility.  Enhancing
this performance was the contribution of our newly installed electric generation
peaking units, under contract to LIPA. And, our employees deserve the credit for
the excellent "on stream"  record of all of our  generators  during the very hot
weather experienced this summer.



Our core gas business  reported an anticipated  seasonal loss, but continued its
strong growth by completing another 12,000 installations during the quarter that
should result in an additional  $15 million in new customer gross profit margin.
This increases our year to date performance to 35,000  installations that should
add approximately $40 million in new profit margins.

The  quarterly  results  were also  enhanced  by the  benefit of lower  interest
expenses and the elimination of the amortization of goodwill expense.

In terms of new projects...

New Projects
- ------------

On the electric side:

1.   We completed  the  installation  of the first two new peaking units on Long
     Island at Glenwood  Landing and Port  Jefferson--they  went into service on
     June 1 and July 1.

2.   Next,  construction  of a new 250 MW expansion at Ravenswood is progressing
     on schedule for completion by the end of 2003.

3.   And,  in terms of our  plans for a 250  megawatt  plant in  Melville,  Long
     Island,  we continue to negotiate a power purchase  agreement with LIPA and
     have completed the public hearing phase of the Article X siting process and
     expect a favorable decision sometime next month.


At this point,  I would like to address how KeySpan has responded to some of the
issues facing the market.

1.   Most  importantly,  we continue to grow our  business in the  Northeast  by
     focusing  on our  core  gas  and  electric  businesses  through  oil to gas
     conversions  across all of our  territories,  and new  electric  generation
     additions under contract and located in load pockets.

2.   Our Board has reviewed our  governance  policies  and  determined  that the
     Company's current corporate  practices are in general  conformance with the
     new statutory and regulatory  requirements and we have made the decision to
     expense stock options starting in 2003.

3.   In terms of our  balance  sheet,  we have a strong  `A'  credit  rating and
     continue to take steps to strengthen  the `A' rating and  communicate  with
     the rating agencies.

4.   We are committed to a solid dividend of $1.78 per share

5.   And finally,  I am pleased to once again reaffirm our 2002 earnings goal of
     $2.60 to $2.75 per share.

At this time, I will turn the call over to Wally Parker who will review our
regulated operations.



3.       Regulated Operations -  (Wally Parker)

Thank You, Bob, and good afternoon.

The operational highlights of our regulated business will focus on our core gas
and electric businesses... Starting with the gas distribution business...

     Our gas distribution business recorded an anticipated seasonal EBIT loss in
the third  quarter.  The timing of increased O & M expenses  impacted  quarterly
results. As you may remember from last quarter's  conference call, we were under
budget due to timing,  and some of these  expenses were incurred  during the 3rd
quarter -- we are now near budget for the year.

     Year  to  date,  results  were  higher  than  2001  due  to  the  continued
conversions  of customers to gas, as well as the benefit of the  elimination  of
goodwill  amortization.  In  addition,  the mild weather  experienced  this past
winter, was largely mitigated by the weather normalization adjustment built into
the New York and Long Island rate structures.  However, in New England - weather
directly   impacted  our  results  -  as  we  do  not  operate  with  a  weather
normalization adjustment.

     So far in 2002, as Bob  reported,  we have  completed  more than 35,000 gas
installations this year, which should add approximately $40 million in new gross
profit margin.


o    In New York,  we have added  approximately  $11 million in new gross profit
     margin

o    In Long Island, we have added approximately $15 million in new gross profit
     margin

o    And, in our New England  territory,  we have added $14 million in new gross
     profit margin

     As we  enter  the  peak  conversion  period,  we have  kicked  off our Fall
advertising campaign, which highlights our free boiler program and the increased
home value achieved by upgrading to natural gas. Given the public's  sensitivity
to our  nation's  reliance  on  imported  oil,  the  outlook  for natural gas is
extremely favorable.

     Overall,  we are near  target at this  point and  expect to be close to our
aggressive gross profit margin goal of $65 million by year end.



Moving to electric...

     Our  electric  business  -- for both the third  quarter and  nine-months  -
reported EBIT that exceeded last year's results. These results reflect:

1.   the strong performance of our Ravenswood facility

2.   the stable performance of our electric contracts with the Long Island Power
     Authority

3.   the contribution from our newly installed peak generating units, and

4.   the benefit of the hot weather experienced during the summer

     The hot summer  produced new record electric demand on both Long Island and
in New York City.  There were 3 heat waves,  a near  record  number of 90 degree
days and the highest peak demand ever in both Long Island and New York City. Our
Long Island generation  responded to the demand by being available more than 98%
of the time.

     Long  Island set a new all time  record peak load of 5,059 MW's on July 29,
2002.  And,  during  the  months  of July and  August,  our Long  Island  system
experienced a record 29 days when the peak load  exceeded  4,000 MW's - compared
to a previous high of 11 in 2001.

     In New York City, our Ravenswood  plant was available an outstanding 96% of
the time - Ravenswood  Unit 3 - "Big Allis" was available  100% of the time. The
plant  generated  about  one-fifth  of the City's  electric  needs  during  peak
periods.  The  increased  electric  demand  resulted  in a 14%  increase  in net
production during the 3rd quarter, as compared to the same period last year.

     One of the  key  drivers  to the  superior  performance  of our  generation
facilities is the intense  generation plant maintenance  program that we have in
place. We have a carefully planned  maintenance  schedule that takes place in NY
and LI throughout the Fall,  Winter and into the Spring in  preparation  for the
upcoming summer.  Right now, we are conducting a 3-month generation  overhaul at
our 970 MW unit at Ravenswood.  This  scheduled  overhaul has been planned for 2
years and is performed  once every 5 or 6 years.  This  overhaul  will result in
greater efficiency from the generator, as well as significantly lower emissions.
I should note that this was  included in our  financial  plan,  and will have NO
impact on our fourth quarter results since we will continue to receive  capacity
payments  for the unit.  The  environmental  upgrade is a big part of the effort
KeySpan has put forward to ensure that the Ravenswood  expansion project - would
be approved and benefit the nearby communities.

     The superior  performance  of our generation  facilities  proved once again
that KeySpan has one of the most solid electric businesses in the industry.  All
in all, an excellent  quarter for our electric  business  during its summer peak
period.

At  this  point,  let me turn it over  to Bob  Fani to  review  our  unregulated
operations.



4.       Unregulated Operations -  (Robert Fani)

Thank You, Wally, and good afternoon.

     Continuing with electric,  let me begin with a quick update on the progress
of our new plants.  In  addition to the 158 MW's of new peakers on Long  Island,
our 250 MW expansion at Ravenswood is on track to be  operational  by the end of
2003.  The  permitting  process is  complete  and  construction  is  progressing
according  to  schedule.  All  interfering  facilities - such as sewer lines and
telephone lines on the site - have been cleared.  The gas turbine and associated
gas generator are on their  foundations and the heat recovery steam generator is
being  erected.  In addition,  our  proposed 250 MW expansion in Melville,  Long
Island  moved one step  forward  as we  reached  an  agreement  with the Town of
Huntington.  As Bob  indicated,  we continue  negotiations  with the Long Island
Power  Authority  regarding the price and amount of plant  capacity to be placed
under  long-term  contract and have completed the hearing phase of the Article X
process.

Moving to KeySpan Energy Supply,  which manages Ravenswood's  energy...  results
for the quarter were ahead of last year. In terms of the summer  energy  margins
at Ravenswood, we achieved summer peak spark spreads of close to the $40 we were
projecting.

     Although  the  energy  market  was  impacted  by  the  economy  and  market
mitigation measures imposed by the NYISO, the hot weather more than offset these
market factors... and our total energy earnings were higher than in 2001.

     In terms of capacity, as we addressed in last quarter's earnings conference
call, the capacity market was impacted by the newly  implemented ISO methodology
for calculating  available and required  capacity,  which  artificially  created
excess  capacity in NY.  Therefore,  we realized  lower than  forecast  capacity
revenues  during the third  quarter.  We are happy to report  that the NYISO has
recently  amended the  methodology,  thus,  eliminating the artificial  "excess"
capacity.  This amendment  should be favorable to future capacity  auctions.  In
fact,  earlier this month, we bid into the 6-month winter  capacity  auction and
achieved strong results.

     Moving to KeySpan  Energy  Services,  which is  primarily  comprised of the
operations of Home Energy Services and Business Solutions. On an operating basis
- --  results  for the  quarter  were  close to  breakeven  - offset by  corporate
allocations  and  overhead.  This  reflects  a  positive  contribution  from our
Business  Solutions  segment,  which  continues to show  improvement and is near
target. We believe that we have defined the appropriate  business model for this
business and should achieve more predictability in earnings  contributions going
forward. This positive contribution was offset by a loss at Home Energy Services
as a result of fewer on-demand requests and service contract renewals due to the
economy, and the cost to close our Westchester operations.



     Although we are not pleased with the loss in our Energy Services  business,
the trends are positive and we believe that we are making  progress in improving
the margins, reducing costs and minimizing the risk profile.

Moving to Energy Investments...

During  the third  quarter,  Houston  Exploration  achieved  a  significant  16%
increase in  production  -due to growth in THX's South Texas core area through a
combination of property acquisitions and an active development drilling program.
Despite the production increase,  third quarter EBIT from our E&P operations was
$6 million lower than last year due to a 10% decrease in gas  commodity  prices.
To address this gas price volatility,  the Houston  Exploration Company hedges a
large portion of its production.  Since the second quarter, THX has added hedges
on an additional 25% to 30% of estimated 2003  production at attractive  prices.
In total, THX has hedged approximately 65% of both 2002 and 2003 production. The
Company  is  currently  reviewing  additional  hedges for 2003 and new hedges in
2004.

In addition,  we have taken a small step towards  monetizing our non-core assets
by selling to THX the working interests in 18.6 BCFe of our estimated proved and
probable reserves from our joint venture with THX. The joint venture was started
in 1999 to explore  for  natural  gas and oil and ended on  December  31,  2000.
KeySpan  received  cash of  approximately  $26.5  million  for the sale of these
reserves,   and  there  will  be  no  earnings  impact.  We  have  retained  the
un-developed reserves from this Joint Venture and may look to monetize them next
year once we can better quantify their value.

Next, an update on Islander East...  During the quarter, the FERC authorized the
construction  and  operation of the 50-mile  pipeline from  Connecticut  to Long
Island.  Our next steps - we have halted our permit  request so that we can work
with Connecticut to address their concerns.

And finally,  in terms of other non-core assets, we continue to assess potential
opportunities  for sale or  monetization.  The sale of the JV assets is the only
new item to report on since this is clearly not a seller's market.

At this point, I will turn it over to Gerry for a more detailed financial review
of our results.



5.       Earnings Results -  (Gerry Luterman)

Thanks Bob and good afternoon.

     Our third  quarter  consolidated  results from  continuing  operations  and
including 2001 special  items,  were $0.03 per share -- $0.31 per share ahead of
the loss of $0.28 per share in the third quarter of 2001. On a consolidated year
to date basis, earnings from continuing operations were $1.74 per share -- $0.49
per share ahead of the $1.25 per share earned in the nine months ended September
2001.

     In order for you to keep the numbers  comparable...  Excluding 2001 special
items,  2002 earnings from continuing  operations less preferred stock dividends
were  $0.03 per share,  $0.05 per share  ahead of the loss of $0.02 per share in
the third quarter of 2001. On a consolidated  year to date basis,  earnings from
continuing operations less preferred stock dividends were $1.74 per share, $0.03
per share behind the $1.77 per share  earned in the nine months ended  September
2001.

Let me  discuss  some key  financial  highlights  for the  quarter.  In terms of
EBIT...

     EBIT from  continuing  operations  in the  quarter  was up $37  million  as
compared to last year. The main drivers of these results were:

o    The timing of increased  operation and maintenance  expenses - O&M had been
     running below last year through the first six months and reversed itself in
     the third quarter.

o    In our electric  business,  we benefited  from  contributions  by our newly
     installed  generation  units  on Long  Island.  These  peakers  located  at
     Glenwood Landing and Port Jefferson, contributed $6 million in the quarter.

o    Our electric  performance  was favorably  impacted by the hot weather - the
     quarter  was 10% hotter  than normal and 16% hotter than last year based on
     cooling degree days

o    In our E&P  operations,  during  the  third  quarter,  Houston  Exploration
     achieved a 16%  increase  in  production  from 23.3 Bcfe to 26.9 Bcfe.  The
     nine-month production of 78.8 Bcfe improved by a solid 13% from last year's
     69.9 Bcfe.  ...  Offsetting  this positive  production  was a 10% quarterly
     decrease in gas commodity  prices from $3.50 per MMBtu in 2001 to $3.14 per
     MMBtu in 2002,  and a year to date  decrease  of 32% from  $4.53 in 2001 to
     $3.08 in 2002.



o    THX has hedged:

          >>   approximately  65% of 2002 production at a weighted average floor
               price of $3.40 per MMBtu and average  ceiling  price of $4.83 per
               MMBtu

          >>   approximately  65% of 2003 production at a weighted average floor
               price of approximately  $3.40 per MMBtu and average ceiling price
               of $4.55 per MMBtu

o    We continue to benefit from the positive impact of the adoption of FAS 142,
     which  discontinued  the  amortization  of goodwill.  Consolidated  results
     benefited  by $12.0  million  for the  quarter  and $36.9  million  for the
     nine-months  ended  September  2002.  More  than  half of the  benefit  was
     reflected in our gas distribution operations.

o    We also  benefited  from  lower  interest  expense  attributable  to  lower
     interest rates on commercial  paper, and the benefit of interest rate swaps
     used to optimize  the  Company's  mix of fixed and variable  debt.  And, of
     course,  I should note that the 2001 EBIT results  included a net amount of
     $50  million in  special  charges  related to Roy Kay and other  previously
     disclosed charges.

Moving to other financial matters:

o    For comparison purposes, our average common shares outstanding for the nine
     months ended September 30, 2002 increased by 2.3% from 138.7 million shares
     in 2001 to 141.7  million  shares in 2002 from  shares  issued  through the
     Company's  Dividend  Reinvestment  and Employee Stock Purchase Plans.  This
     increase in average common shares  outstanding  reduced  earnings per share
     for the nine months ended September 30, 2002 by $0.03 per share compared to
     the corresponding period in 2001.

o    The GAAP  debt-to-total  capitalization  ratio as of September 30, 2002 was
     66% -- about the same as at year-end due to the debt GAAP  treatment of the
     $460 million of MEDS  securities  issued earlier this year. When calculated
     with  the  pro-forma  "Rating  Agency  "  methodology,   the  debt-to-total
     capitalization  ratio  was  reduced  from 66% at year end to about 62% . In
     addition,  we used the $26 million of proceeds  from the Joint Venture sale
     this month to pay down debt after quarter end.



o    During the quarter,  we successfully  re-negotiated  our 364-day  revolving
     credit facility of $1.3 billion through July 2003. This serves as a back up
     to our commercial  paper program - of which  approximately  $500 million is
     currently being used.

o    Additionally,  our Board  declared a quarterly  cash dividend of $0.445 per
     share,  payable  November 1st to  shareholders of record on October 15. Our
     annual dividend is $1.78 per share - which currently  yields  approximately
     5%.

o    As  Bob  stated,   KeySpan  has  decided  to  record  stock  options  as  a
     compensation  expense  beginning  with  options  granted  during  the first
     quarter of 2003 - a decision  approved  by our Board.  Based on our current
     estimates,  expensing  stock  options is not expected to have a significant
     impact on our reported earnings in 2003.

o    During  the  quarter,  Bob Catell  and I signed  and  submitted  to the U S
     Securities  and  Exchange  Commission   statements  under  oath  certifying
     KeySpan's  2002 SEC  Filings  as  prescribed  by the  recent  SEC Order and
     Sarbanes-Oxley Act of 2002. And, we expect to do so in conjunction with the
     filing of the third quarter 10Q in early November.

And one final  note,  in terms of our  Finance  organization,  we have done some
cross  training of our  employees - Ken Daly,  our current  Director of Investor
Relations, has been named the Director of Financial Planning.  George Laskaris -
who is currently the Director of our Financial  Analysis  group,  has been named
the new Director of Investor  Relations.  George  brings 20 years of  experience
with the Company to his new  position.  We wish Ken and George well in their new
assignments.

I will now turn it back to Bob for some closing comments.

Closing Comments (Robert Catell)

Thank you Gerry for the  update on  KeySpan's  strong  financial  profile.  I am
pleased to once again  reaffirm  our prior 2002  earnings  guidance  of $2.60 to
$2.75 per share.  KeySpan's 2002 earnings from core operations are forecasted to
be  approximately  $2.40 to  $2.45  per  share.  And the  forecast  from our E&P
operations is approximately $0.20 to $0.30 per share.

Our  financial  strength,  when  combined with our very focused gas and electric
strategy,  positions  KeySpan  well  for the  future,  and  should  provide  our
shareholders with a solid return on their investment.

Thank you. At this time, we would be happy to take your questions.

(After Questions)

Well,  if  there  are no more  questions,  I would  like to  thank  you for your
interest in KeySpan.