Exhibit 99.2

            Comments for Third Quarter 2005 Earnings Conference Call
                            Friday, November 4, 2005
                                  10:30AM (EST)


Dial In #: 888-552-7850             International Dial In #: 706-645-9166

Note: Conference Call Host will read the Disclaimer.

Introduction (G. Laskaris)

- -    Welcome to KeySpan's Third Quarter 2005 Earnings Conference Call.

- -    Our Earnings  Press  Release is  available on the KeySpan web site,  if you
     have not already received an email or fax copy.

- -    Our 10-Q was also filed with the SEC this morning.  - The  conference  call
     format today is as follows:

- -    Bob Catell,  KeySpan's  Chairman of the Board and Chief Executive  Officer,
     will open and close the call with  comments  on  earnings  and an update on
     recent developments.

- -    Bob Fani, KeySpan's President and Chief Operating Officer,  will provide an
     operational update on our regulated and unregulated operations.

- -    Gerry Luterman, Chief Financial Officer and Executive Vice President,  will
     follow with a discussion of our financial results.

- -    And we will take questions at the end of the call.

- -    Also with us today are Wally Parker,  President of our Energy  Delivery and
     Customer  Relationship Group, and Steve Zelkowitz,  President of our Energy
     Assets and  Supply  Group,  as well as other  officers  and  members of our
     Finance Team.

- -    An online webcast 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.



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Strategic Overview  (R.B. Catell)

Thank you and good morning.  I am pleased to report that KeySpan reported strong
results  for  the  third  quarter,  beating  consensus  expectations.  KeySpan's
quarterly results were driven by the strong performance of the electric services
business,  as well as lower  financing  costs.  The  performance of the electric
business  provided  balance  to the  seasonal  nature  of the  gas  distribution
business,  which  continues to grow and add new customers.  And the  significant
interest  expense savings  achieved during the quarter  reflects the strength of
KeySpan's financial position, resulting from lower debt levels.

Let me begin with a discussion of our core earnings for the third quarter, which
were $0.13 per share,  compared to $0.03 per share last year.  Year-to-date 2005
core earnings increased 8% to $1.67 per share,  compared to $1.55 per share last
year. These results exclude  non-core and special items. We completely  divested
our  non-core  assets  during  2004,  which  included  our  holdings  in Houston
Exploration and KeySpan Canada.

Operating  income  from core  operations  in the third  quarter of 2005 was $103
million,  an  increase  of 13% over last  year.  Year-to-date  operating  income
results were $645 million,  up $28 million or 5% over 2004. Again, these results
exclude last year's contribution from Houston Exploration and KeySpan Canada and
special items.

The main driver of these results was the  excellent  summer  performance  of the
electric services segment, which benefited from excellent  reliability,  weather
that was 50%  warmer  than last year,  the added  capacity  of the 250  megawatt
expansion at the New York City  Ravenswood  generating  station,  as well as the
fuel switching capability of our generating units.


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The gas distribution  segment  recorded a seasonal  operating loss due to higher
uncollectibles,   resulting   from  the  higher  gas  prices  our   industry  is
experiencing.  However,  I am pleased  to note that even with  these  higher gas
prices,  we  continued to grow through new  customer  additions  and  oil-to-gas
conversions   in  all  of  our   territories,   having   completed  over  28,000
installations  year-to-date,  which  will add $31  million  in new gross  profit
margin. This puts us well on our way to meet and possibly exceed our goal of $47
million for this year.

We are seeing an improvement in our Energy Services segment,  as these companies
were almost break-even for the quarter, due to enhanced profit margins and lower
expenses.

Now I would like to provide an update on several other items:

KeySpan  continues  to see benefits  from several  items in the new Energy Bill,
which  went into  effect  last  quarter.  KeySpan  worked  very hard to get this
much-needed bill passed:

- -    With the projected  high energy bills this winter,  the increased  spending
     limit for the Low-Income Home Energy Assistance  Program to $5 billion will
     allow  KeySpan  to  encourage  more  low-income   customers  to  apply  for
     assistance  to help with  payments of their energy  bills,  which will also
     help to mitigate our uncollectibles.

- -    I am very  pleased  with the  favorable  decision  from  the  Massachusetts
     Commission,  where we continue to pursue  recovery of  uncollectibles.  Bob
     Fani will give more details on this item.

- -    On the gas supply side,  our Islander East pipeline  project is designed to
     provide  additional  gas to  Long  Island  from  Connecticut.  It has  FERC
     approval,  but is being held up by a water permit from the Connecticut DEP.
     The Energy Bill allowed  KeySpan to challenge  Connecticut's  denial of the
     required  Clean Water Act permit in Federal  Court.  We filed our appeal in
     Federal Court in August and remain positive that we will ultimately prevail
     and build this much needed pipeline in the next year in an  environmentally
     safe  manner.  The  State of  Connecticut  has  recently  filed a motion to
     challenge  the  constitutionality  of  the  provisions  of the  Energy  Act
     providing  this  appeal  right and has also filed a motion to  dismiss  the
     Islander East appeal.


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- -        In addition, the Bill provides for an expedited approval process in
         siting LNG import terminals by the FERC, which should be helpful in
         introducing more of this much needed supply source. Regarding our LNG
         facility in Providence, Rhode Island, KeySpan applied for a rehearing
         of the FERC decision denying our proposal to upgrade this facility to
         accommodate marine deliveries. For this upcoming winter, we will
         continue to rely on this existing 2 billion-cubic-feet, peak-shaving
         storage facility, as an essential part of our New England distribution
         system.

These new projects, as well as our Millennium pipeline project, which will bring
additional gas supplies from western Canada and the mid-continent, are needed to
increase supplies in the Northeast and help put downward pressure on natural gas
prices in the region.  We are hopeful that the hurricanes  experienced this past
summer have  highlighted  the need for  diversity in gas supply  sources,  which
should help move these projects forward.

We  also  look  for  other  energy  investments,   including   transmission  and
generation, pipelines, LNG and storage, to continue to grow KeySpan. In terms of
generation,  we await  the New  York  Power  Authority's  award of a bid for 500
megawatts in New York City. As you know,  the strength of our balance sheet will
allow for the continued growth of KeySpan through new investments.

We also  continue to work closely with the Long Island  Power  Authority,  as it
reviews a number of strategic options regarding its future direction,  including
the  privatization of its transmission  and distribution  system,  its option to
purchase KeySpan's Long Island generation,  or the continuation of operations as
they exist  today.  LIPA's  generation  purchase  option will expire on December
15th.  We continue to provide  excellent  and reliable  service to LIPA to serve
their customers as we operate under our long-term contracts.

At this time,  I will turn the  discussion  over to Bob Fani who will review our
operations.


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Operational Update -  (R.J. Fani)

Thank you, Bob, and good morning.  Looking at the operational  highlights of our
business, I would like to start with the Electric Services business...  the main
driver for the results of this quarter.  As you know,  this part of the business
provides  generation  to the New York  City and Long  Island  load  pockets  and
manages the transmission and distribution  system in Long Island under long-term
contracts with LIPA.

I am pleased to report that  operating  income for the electric  segment for the
third quarter is up 35% over last year, from $111 million to $150 million.  This
is the result of an increase in electric net revenues of $38 million or 12% over
last year.

Driving our performance for the quarter was the Ravenswood  Generating  Station.
Net  revenues  from  Ravenswood  were up by $39  million  or 31%  for the  third
quarter,  reflecting  an  increase  in energy  margins of $34 million as well as
increased capacity revenues of $5 million.

The  increase  in energy  margins  for the  quarter  reflects a 56%  increase in
realized spark spreads, as well as an 8% increase in the level of megawatt-hours
sold into the New York City  market.  We believe  these  favorable  results were
driven by the warm summer weather,  which was 50% warmer than last year, as well
as the pricing  differential  between  oil and gas fuels used in our  Ravenswood
plant.  Due to the dual fuel nature of the Ravenswood  Station,  our three steam
units had the  ability to burn  residual  fuel oil which  enjoyed a  significant
price  advantage over natural gas during the latter part of the summer.  The two
hurricanes  experienced this past summer contributed to the widening gap between
oil and gas prices.


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On a year-to-date  basis,  operating income increased $40 million or 18% to $266
million. This was primarily due to the increased energy margins of approximately
$41 million at Ravenswood as well as higher capacity revenues of $15 million due
to the addition of the Ravenswood  Expansion.  These revenues were offset by the
lease expenses reflecting the financing of the new unit.

In addition to  Ravenswood,  the results for the LIPA contracts were at the same
level as last year, as they continue to contribute steadily to our results.


Before I leave the Electric Services  segment,  I'd like to discuss the New York
City  capacity  market  and  its  outlook  for  next  year.  There  has  been  a
considerable amount of discussion concerning the addition of approximately 1,000
megawatts of new  generation in New York City planned for 2006 and its impact on
capacity revenues.  First, I'd like to say that we believe that overall New York
City  represents the best capacity  market in the country due to its load pocket
nature and local reliability rules, and we expect it to remain a great market in
the  future.  However,  as we all  know,  it is  difficult  to add  capacity  in
increments  to just meet load  growth,  so there  has been  some  unevenness  in
capacity additions in the past and going forward.

Although new generation is projected for New York City next year, there are many
factors that will affect the amount and price of capacity  sold into the market.
These include the timing of these new additions,  transmission  constraints into
New York City,  plant outages,  and a possible  change in reliability  rules. In
addition,  remember that the New York City load is growing by between 150 to 200
megawatts per year which serves to offset some of the excess capacity.

There are several issues that the New York Independent  System Operator and FERC
are currently  evaluating in terms of a change in reliability rules. First, some
upstate  generators  believe  that the New York  City  80%  in-city  reliability
requirement  is too low,  which  results in upstate  companies  subsidizing  the
downstate ones. This issue is currently before FERC.


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In  addition,  changes  on the Con  Edison  transmission  system  appear to have
adversely  impacted  import  capability  into  the  city.  The ISO and  FERC are
reviewing  these  issues  and in the next  several  months  will be making  some
decisions.  We have been  analyzing  these  issues and will address them when we
release our guidance for 2006.


Moving now to the Gas Distribution business which serves our New York City, Long
Island and New England regions...

As anticipated,  this segment reported a seasonal  operating loss of $46 million
for the third quarter, compared to a loss of $24 million last year. Year-to-date
results of  approximately  $377 million are lower than last year by $14 million.
Although  net  revenues  increased  for the year,  these  were  offset by higher
operating expenses.

o    The  year-to-date  results  reflect an increase in net gas  revenues of $23
     million or 2%, which  benefited  primarily from new customer  additions and
     oil-to-gas conversions in all of our service territories, as well as higher
     net margins in our large volume heating market.  This net revenue  increase
     was attributed predominantly to the following items:

     o    A  $12  million  increase   resulting  from  customer   additions  and
          conversions  to natural gas, net of  attrition,  conservation  and the
          impact of price elasticity;

     o    an  increase  of $17  million  in our  large  volume  heating  market,
          reflecting  primarily higher pricing; o an increase of $3.5 million as
          a result  of the  Performance  Based  Rate  Plan  for our New  England
          business that was approved in 2003;

     o    which  were  partially  offset  by  $9  million  in  lower  regulatory
          incentives, and the loss of $6 million due to leap year 2004.


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This  increase  in net  revenues  for the first  nine  months  was  offset by an
increase in operating expenses of $38 million or 5%, primarily associated with a
higher  provision  of  uncollectible  accounts  of $20  million  year-to-date  -
including $8 million for the quarter - resulting from  significantly  higher gas
costs and recent collection experience. In addition, property taxes increased $7
million due to the  expiration  of a 5 year  property tax  agreement in New York
City.

While we have taken a number of steps to enhance our  collection  activity,  the
higher  gas   prices  we  are   experiencing   have   adversely   impacted   our
uncollectibles.  Although we are allowed to pass  through the cost of gas to our
customers in all our service territories, we are concerned with high natural gas
prices and the impact on our customers'  ability to pay their bills. To mitigate
this, we have programs in place such as balanced billing,  deferred payment, and
the Low-Income Home Energy Assistance Program, which we worked to expand through
the Energy Policy Act of 2005.

Related to  uncollectibles,  on November 1, 2005, the  Massachusetts  Commission
authorized  recovery of  under-recovered  gas related bad debt  expenses for the
period January 1,  2004-December 31, 2004 through the gas cost adjustment factor
and established a mechanism for future recovery of such costs. KeySpan is in the
process of analyzing the impact of this order.

We also  anticipate  having enough gas supply to meet the gas load demand in our
service  territories  for this coming heating  season.  Our gas storage was 100%
full at the start of the winter heating season.

With our  strategy of having this gas in storage and the  financial  derivatives
the company has in place for a major  portion of its  flowing  pipeline  gas, we
have hedged the price of  approximately  two-thirds  of the gas supply needed to
serve our customers this heating season, which will help limit bill increases to
our customers to  approximately  30-40% over last year. Our hedging program will
mitigate  the price  impact  on our  customers'  bills  this  heating  season by
approximately $500 million, based on gas prices at September 30th.


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Although we are starting to see a somewhat  higher impact from price  elasticity
and an increase in bad debt expense, the impact is lower than what is being seen
in our industry due to our hedging and customer programs. We continue to analyze
this,  and are  encouraged  that  the  higher  cost of gas  has not  slowed  our
conversion  program  since we are  currently on track to meet or exceed our 2005
gross profit margin goal of $47 million.

In fact, during the first nine months of 2005, we completed more than 28,000 gas
installations,  that will add  approximately  $31  million  in new gross  profit
margin.  This is comprised  of $10 million in New York City,  $9 million on Long
Island, and an additional $12 million in our New England territory.

Turning to Energy  Investments...this  segment  includes  the  Company's  Seneca
Upshur  exploration and production  operations in the  Appalachians,  as well as
other  domestic  energy related  investments.  This segment  reported  operating
income for the first  nine  months of 2005 of $17  million -- $3 million  higher
than in 2004,  excluding last year's results of $95 million  associated with our
ownership  interest  in Houston  Exploration  and  KeySpan  Canada,  and the E&P
ceiling test write-down.

These results  benefited  primarily from lower overhead  costs,  the addition of
Seneca Upshur, which was acquired in June 2004, and higher earnings from our 20%
investment in the Iroquois pipeline.

Moving now to Energy  Services...  which provides  energy  related  services and
products to homes and  businesses,  and is  primarily  comprised  of Home Energy
Services  and  two  engineering   companies.   This  segment  reported  improved
performance with an operating loss of $1 million for the third quarter, compared
to a loss of $5 million last year. For the year to date period, performance also
improved from a loss of $28 million to a loss of $7 million. This improvement is
attributable  to increased  profitability  and contract  sales,  lower operating
costs at Home Energy Services and lower  administrative  costs.  With regards to
the two engineering companies,  contracted backlog has increased by 7%, and Home
Energy  Services  is ahead of target for its  business  drivers.  These  results
exclude  the  2004  goodwill   impairment   charge  associated  with  continuing
operations.


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I will now turn it over to Gerry for a financial review of the Company's
results.


Financial Update    (G. Luterman)

Thanks,  Bob,  and good  morning.  Bringing  this all  together...  KeySpan  has
achieved a strong  quarter  with GAAP  results of $0.13 per share  compared to a
loss of $0.19 last year. On a "core apples-to-apples" basis, which excludes last
year's non-core and special items, such as earnings from Houston Exploration and
Canada, debt redemption  premiums,  etc., we reported results of $0.13 per share
compared to $0.03 last year - clearly a significant improvement.  As you already
heard, our core Electric business was the driver of these results,  augmented by
strong expense management.

The  accomplishments  this quarter,  indeed for the year so far,  continue to be
backed by the strength of our financial  position.  We have a focused  financial
strategy and  continue to execute on it. Our  financial  strength and  liquidity
support our `A' quality credit ratings and continued  access to low-cost working
capital through our commercial paper program.

Through  our  strategy  of  reducing   outstanding  debt  levels,   KeySpan  has
accomplished ongoing interest expense savings.  For the third quarter,  interest
expense  decreased $21 million or 24% from last year, and for  year-to-date,  we
accomplished a decrease of $61 million or 23%. KeySpan's long-term debt level is
currently $3.9 billion, down from $4.4 billion at year-end 2004 - a reduction of
approximately $500 million or 11%.

Our  debt-to-total-capitalization  ratio remains strong at 49.1% at quarter-end,
down from 57.4% at the end of last year.  We continue  to project  our  year-end
capitalization to be approximately  49%. This provides an excellent platform for
investments to continue to grow this Company.


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In terms of accessing the capital markets, KeySpan successfully closed this week
on the issuance of $137 million tax-exempt bonds in two transactions for the gas
utility in New York.  $82  million  was priced at a fixed rate of 4.7%,  and the
balance was  variable  rate.  Proceeds  will be used on  December  1st to retire
callable  outstanding  notes with an average  coupon  rate of 6.3%.  We are also
planning to convert $50 million of 5.6% fixed-rate  tax-exempt bonds to variable
rate on December 1st. These three  transactions  are expected to produce pre-tax
interest savings of approximately $4 million next year.

In terms of  capital  expenditures,  we saw a  decrease  of $187  million or 34%
year-to-date. The gas distribution segment decreased by $24 million, due to more
efficient  repair and  maintenance  processes  and  increased  recovery of costs
associated  with municipal  construction  projects.  In addition,  the sales and
deconsolidation of Houston  Exploration and KeySpan Canada last year contributed
to this decline.

Turning  now  to  our  dividend,   KeySpan  made  a  quarterly  payment  to  its
shareholders on November 1st at the increased level of $0.455 per share. KeySpan
continues to be committed to the dividend, which today stands at over 5%.

In conclusion,  our strong  year-to-date  core results of $1.67 versus $1.55 per
share last year - up 8% --  continues to confirm that the Company is on track to
hit its 2005 earnings goal.

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


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Closing Comments  (R.B. Catell)

Thank you,  Gerry,  for the financial  update.  We remain focused on running our
low-risk  businesses  with the most  efficient  use of our  expense  and capital
resources.  I am  pleased to state that our  year-to-date  performance  puts the
Company  in a  position  to  accomplish  our  goals  for  2005,  and that we are
reconfirming  our  earnings  guidance of $2.30 to $2.40 per share.  Our strategy
continues  to  successfully  produce  growth  in our  core  businesses,  and our
commitment to the dividend gives shareholders a solid yield of 5% in addition to
the earnings growth of 4 to 5%.

Please  note that  KeySpan  will be  announcing  our 2006  earnings  guidance in
January at our Annual Update to the Financial Community.

Thank you, and we would now be glad to take your questions.












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