Exhibit 99.2

            Comments for Third Quarter 2006 Earnings Conference Call
                            Friday, November 3, 2006
                                  10:30AM (EST)


Dial In #: 800-289-0518             International Dial In #: 913-981-5542

Introduction (G. Laskaris)

 Note: Conference Call Host will read the Disclaimer.

- -    Welcome to KeySpan's Third Quarter 2006 Earnings Conference Call.

- -    A copy of our  Earnings  Press  Release is available on our web site if you
     have not  already  received  an email or fax copy.  Our 10-Q was also filed
     with the SEC this morning.

- -    Our conference call format today is as follows:

- -    Bob Catell,  KeySpan's  Chairman of the Board and CEO,  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, George,  and good morning.  Before I address the financial results, I
would like to provide an update on the progress of our transaction with National
Grid.  On  October  20th,  I am pleased to report we  received  approval  on our
transaction  from the Federal Energy  Regulatory  Commission or FERC. FERC found
our transaction to be consistent with all their rules and policies.  In addition
FERC addressed the ownership of generation  indicating that "The  combination of
the  electric  generation  resources  is not likely to harm  competition  in any
relevant  energy  market."  This order is another step in the process of gaining
regulatory approval for this transaction.

I reported  last quarter  that we filed with the New York State  Public  Service
Commission  on July 20th,  seeking  approval of the merger along with a ten year
rate  plan.  On  October  2nd,  National  Grid and  KeySpan  filed  supplemental
testimony and revised  tariffs with the Commission to further  support the joint
petition  filed in July.  These  filings  set  forth  more  fully  the  needs of
KeySpan's  New York gas  utilities  for  stand  alone  rate  relief  absent  the
transaction. These revised tariffs will allow the Commission to evaluate our New
York City and Long  Island  utilities'  need for rate  relief  on a stand  alone
basis,  so that they can be compared to the benefits of the merger and rate plan
filed in July.  The proposed  merger will provide gas customers in New York with
over $500 million in savings. Rates would need to increase significantly without
this transaction.

In addition,  we filed for approval of the  transaction  with the New  Hampshire
Public Utility Commission.  We also filed for and received approval for a change
of control of KeySpan  Communications  Corp., which operates in New Jersey, with
the State of New Jersey Board of Public Utilities.


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On August 17th our shareholders overwhelmingly approved the transaction.

We have now received all the necessary  federal  approvals for this transaction.
In the coming  months,  we will  continue to process our  applications  with the
state commissions in order to receive their approvals for this  transaction.  We
look forward to closing on the transaction in the middle of 2007.

In terms of the third quarter results,  we reported strong earnings of $0.29 per
share for 2006, as compared to $0.13 per share for 2005. These favorable results
are primarily  driven by lower  operating and maintenance  costs.  Year-to-date,
earnings  were  higher at $1.76 per share  compared  to $1.62 per  share.  These
results  reflect  higher  operating  income in our electric and energy  services
segments  as  well as  lower  financing  and tax  expenses  resulting  from  tax
settlements with New York City and the IRS received in the second quarter.

I am pleased to report that despite a warm heating season this year and high gas
prices,  we continued to  organically  grow our gas business as our growth model
for adding new gas  customers  has  continued  to  perform  well.  Bob Fani will
discuss the results shortly.

We also continued to maintain our strong  financial  position which is reflected
by a debt to total  capitalization  ratio of 48% and  strong  cash  flows.  This
financial strength helps support our dividend,  which was increased to $1.86 per
share this year.



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And now an update on other items:

- -    With  respect to our new  investments  and  projects,  we continued to make
     progress in the regulatory  approval process for our new pipeline projects,
     Millennium  and Islander East,  which will further  diversify gas supply in
     the Northeast and should help stabilize prices.

- -    Our Islander East project, which will carry additional gas from Connecticut
     to Long  Island,  recently  received a  favorable  ruling  from the Federal
     Appeals Court.  This project has received all necessary  federal  approvals
     and is  being  held up by the  denial  of a  water  quality  permit  by the
     Connecticut  Department  of  Environmental  Protection,  or DEP.  The Court
     ruling  found  that  the  Connecticut  DEP  denial  of  the  water  quality
     certificate  was not  supported  by the record and was  directed to provide
     support for their  position or approve the  permit.  We will  continue  our
     efforts to build this project to meet the growing demand for natural gas.

- -    In terms of our Millenium project, which will transport gas from upstate to
     downstate New York, FERC issued its Final Supplemental Environmental Impact
     Statement  on  October  13th.  We  expect  the  Commission  to  rule on the
     certificate application for the project in the near future.

- -    Both of these projects are expected in service in 2008.




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- -    And we are pleased that the Massachusetts  regulators  approved an increase
     of approximately $9 million for Boston service  territory under our current
     rate  agreement  as well as an  additional  $12  million  to cover  the gas
     commodity cost related to bad debt.  Both of these increases were effective
     November 1st.

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


Operational Update - (R.J. Fani) Thank you, Bob, and good morning.

In terms of operating income,  results for the third quarter increased by 32% to
$136 million,  compared to $103 million last year.  The primary  driver of these
results was lower  operating  expenses in the gas  distribution  segment.  Lower
electric   results  reflect  lower  earnings  at  Ravenswood  due  to  increased
competition,  partially  offset  by  higher  LIPA  revenues  and the gain on the
financial capacity swap which became effective in the second quarter.

Year-to-date  operating  income  results  decreased  $12 million to $632 million
compared to $645 million in 2005,  driven  predominantly  by the extremely  warm
weather  experienced  in the first quarter which  impacted our gas  distribution
segment and lower results in our Energy Investments segment.  This was partially
offset by the electric  segment,  which  benefited from the gain on the capacity
swap. I am also pleased to report that Energy Services  benefited from increased
profitability  for both quarter and year-to-  date  periods.



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Looking now at the details behind the individual business segments, I would like
to start with the gas  distribution  business,  which as you know serves our New
York City, Long Island and New England regions.

As  anticipated,  this  segment  reported a normal  seasonal  operating  loss of
approximately  $11 million for the third quarter,  an improvement of $35 million
as compared to the loss of $46 million  last year.  The quarter  benefited  from
lower  operating  expenses of $31 million,  primarily from a lower provision for
uncollectibles of $16 million,  and a lower depreciation expense of $11 million,
primarily from a one time adjustment.

Year-to-date  results  of $365  million  were $12  million or 3% lower than last
year. These results  continue to reflect the extremely warm weather  experienced
in our primary  heating  season,  which was 15% warmer than last year as well as
the impact of a high gas price environment.

However,  I am pleased  to note that even with the impact of weather  and higher
gas prices,  we continued to achieve strong organic growth as we added customers
in all of our  service  territories.  For the first  nine  months of the year we
completed  approximately  30,000 gas installations,  that will add approximately
$30 million in new gross  profit  margin from new gas  equipment  additions  and
conversions.   This  puts  us  on  target  to  achieve  our  year  end  goal  of
approximately $50 million in new gross profit margin.

This continued growth reflects the strong  fundamentals of the gas business with
opportunities across all our service territories.





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In terms of the details of revenues and expenses for the nine month period;  Net
revenues  were $29 million  lower  compared to last year,  due to the warm first
quarter and gas prices which were 20% higher than last year,  resulting in lower
usage per customer. The lower net revenue includes the following items:



o    $44 million lower firm gas revenues, as the favorable impact of load growth
     additions was more than offset by declining usage per customer,

o    which was  partially  offset by $15  million in higher net  revenues in our
     large volume heating and interruptible markets.

o    These results  include the positive  impact of $25 million from the weather
     normalization  adjustments  for  our  New  York  and  Long  Island  service
     territories.

The  decrease in net revenues  was  partially  offset by a decrease in operating
expenses  of $17  million,  primarily  associated  with a  lower  provision  for
uncollectibles of $14 million (resulting from the Boston Gas order received last
year which allows us to recover the gas cost  component of bad debt expense) and
a  lower  depreciation  expense  of  $8  million,  primarily  from  a  one  time
adjustment.

We  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 heating  season.  As in the past,  with our strategy of
having this gas in storage and the financial  derivatives we have in place for a
major portion of our pipeline gas, we have hedged the price of approximately two
thirds of our gas  supply,  which  should help limit the bill  increases  to our
customers to less than 5%, based on a normal winter.





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Moving to the Electric Services business... which provides generation to the New
York City and Long  Island  load  pockets  and  manages  the Long  Island  Power
Authority's transmission and distribution system under long-term contracts.

For this segment, third quarter operating income decreased by $5 million to $144
million, compared to $149 million last year. These results primarily reflect the
anticipated  decrease  in  net  revenues  of $50  million  from  the  Ravenswood
generating plant as a result of lower energy and capacity margins, primarily due
to additional  capacity  installed in New York City in 2006.  Capacity  revenues
were down $27 million and energy margins were lower by $23 million. The decrease
in energy  margins  reflects a 10%  decrease in realized  spark  spreads,  which
includes  our hedging  activity,  and a 27% decrease in the level of energy sold
due to increased  competition and weather,  which was 25% cooler than last year.
In addition,  operating expenses increased $4 million, primarily associated with
higher employee benefit expenses.

Offsetting  this  decrease was a net  increase in LIPA  revenues of $24 million,
which are primarily timing in nature as well as a gain of $27 million recognized
from the capacity swap

On a year-to-date  basis,  operating income increased $5 million to $271 million
compared to $266 million for the same period last year, primarily due to the $44
million  gain from the  capacity  swap.  In  addition,  we  realized  higher net
revenues of $5 million from the LIPA  contracts and $4 million  associated  with
our electric  marketing  activities.  Operating  expenses  also  decreased by $4
million due to lower overhaul costs at Ravenswood.




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Offsetting  this  increase  were  lower  net  revenues  of  $52  million  at the
Ravenswood plant reflecting  lower capacity  revenues of $61 million,  partially
offset by  increased  energy  margins of $10  million.  The  increase  in energy
margins,  which was primarily realized in the first quarter,  benefited from the
dual fuel nature of the Ravenswood  plant and our continued  hedging strategy of
locking in attractive energy prices in the New York City energy market.

Turning to Energy Investments...

.... which is comprised of the Company's complementary investments in natural gas
pipelines,  storage,  and other energy-related  projects,  as well as our Seneca
Upshur gas exploration and production operations in West Virginia.  This segment
reported  operating income of $5 million for the third quarter,  similar to last
year. For the nine month period,  operating  income was $11 million compared $17
million last year. The primary driver of these results is reduced  earnings from
our interest in the Iroquois  Pipeline System,  due to the benefit of a positive
court settlement in 2005 relating to a defaulted supply contract.

Moving now to Energy Services...

which provides  energy related  services and products to homes and businesses in
the New York City and Boston  metropolitan  areas.  I am very  pleased  with the
performance  of this  segment  which is ahead of  Company  expectations  for the
quarter and  year-to-date.  Higher  operating income for the third quarter of $3
million,  compares to a loss of $1 million last year.  Year-to-date  results are
similar  with  operating  income of $5 million  compared to a loss of $7 million
last year. This enhanced  performance reflects higher gross profit and operating
margin in the engineering  division and appliance service  businesses as well as
lower expenses.





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

Financial Update    (G. Luterman)

Thanks, Bob, and good morning. The company's financial  performance and position
continues to remain very strong.

In this context,  during this quarter,  we continued to strengthen our financial
position and balance sheet. Our long term debt stands at $3.9 billion, resulting
in a debt to total  capitalization of approximately 48%, compared to 49% for the
same period last year,  supporting our `A' quality credit ratings. This provides
us with liquidity and excellent access to the capital markets.

Even though  interest rates are on the rise, I am pleased to report that we were
able to maintain  interest  expense flat at $67 million  compared to the similar
period  last  year.  This  is a  direct  result  of  the  success  of  KeySpan's
refinancing  program over the past several  years where we have replaced some of
our higher cost debt at lower rates. We currently have  approximately 90% of our
debt at fixed rates,  limiting our exposure to the potential of rising  interest
rates.

Along these  lines,  we should note  KeySpan  plans to issue $500 million in new
fixed rate debt at the New York City and Long  Island gas  utility  level in the
fourth quarter to basically  replace short term floating debt. This will be used
for general working capital needs. These securities, which will be issued in the
Private Placement Market,  where they commanded a very high level of attraction,



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have been  priced at a very  favorable  rate of 5.55%  with 10 year  maturities.
These securities will not be registered under the securities laws. This issuance
will further strengthen our fixed to floating position discussed earlier.


It should be noted  that our 3 and 9 month  results of $0.29 per share and $1.76
per  share,   respectively,   include  the  normal  costs  associated  with  the
acquisition and ongoing integration efforts which on a year-to-date basis amount
to approximately $20 million pre tax of external costs.

Turning now to cash flow and capital expenditures.

I am pleased to report that cash flow from  operations for the first nine months
increased by  approximately  $436 million compared to the same period last year.
This reflects the favorable working capital performance  primarily driven by the
receipt of customer payments associated with this year's winter season and lower
gas prices than last year. In addition, our income tax payments were $74 million
lower than last year, primarily due to more favorable UNICAP requirements.

Capital  expenditures of $378 million for the year-to-date period are similar to
last year's value of $372 million.  This small increase  reflects an increase in
the gas  distribution  segment,  due to the timing of capital  main and  service
work, as well as upgrade work to our New York LNG facility.  We remain on target
to achieve the same level of capital expense as last year of approximately  $550
million, as we continue our focus on capital efficiency.







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And  lastly,  but  importantly,  the  Company's  Board of  Directors  declared a
quarterly common stock dividend of $0.465 per share, which was paid on August 1,
2006, to  shareholders of record at the close of business on July 12, 2006. This
dividend currently provides a yield to our shareholders of approximately 4.5%

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


Closing Comments  (R.B. Catell)

Thank you, Gerry, for the financial update.

We remain focused on the organic growth in our service  territories  and running
our low risk  businesses  with the most efficient use of our expense and capital
resources.  We are extremely  pleased with the  reliability  of both our gas and
electric  businesses  as they continue to meet the gas and electric peak demands
of  our  customers.  We  are  pleased  with  recent  approvals  received  on our
transaction  with  National  Grid  and  will  work  diligently  with  the  state
regulators  to  receive  the  remaining   approvals  required  to  complete  our
transaction.  We look forward to becoming  part of the  National  Grid family in
mid-2007.

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






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