Exhibit 24.2

            RESOLVED, that the proper officers of the Corporation be, and hereby
      are, and each of them with the full  authority  without the others  hereby
      is, authorized,  empowered and directed,  in the name and on behalf of the
      Corporation,  to execute  the  Corporation's  Form 10-K for the year ended
      December  31,  1998,  in a form  substantially  similar  to the form to be
      provided to the Directors of the Corporation  for their review,  with such
      changes  as such  proper  officers,  with the  advice  of  counsel  deemed
      necessary  or  desirable,  the  execution  by such  proper  officers to be
      conclusive  evidence  that  they  or  he/she  deemed  such  changes  to be
      necessary or desirable, and to execute any amendment to such Form 10-K, to
      procure all necessary  signatures thereon,  and to file such Form 10-K and
      any  amendment  when  so  executed  (together  with  appropriate  exhibits
      thereto) with the Securities Exchange Commission.

            RESOLVED,   that  the  proper  officers  of  the  Corporation   are,
      authorized,  empowered  and  directed  in the  name and on  behalf  of the
      Corporation   to  execute  and   deliver  any  and  all  such   documents,
      certificates, instruments, agreements, or regulatory filing, including any
      amendments,  modifications,  or supplements  thereto, and to take all such
      further action as any such officer or other such  authorized  person deems
      necessary,  proper,  convenient,  or  desirable  in order to carry out the
      foregoing  resolutions 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, and

            RESOLVED,  that all  actions  previously  taken  and all  documents,
      instruments, certificates and the like previously executed by directors or
      officers of the Corporation or other authorized persons in connection with
      the matters  referred to in the foregoing  resolutions be hereby approved,
      ratified and confirmed in all respects.

      I, R.R. Wieczorek, Vice President, Secretary & Treasurer of KeySpan Energy
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  February  25,  1999,  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 25th day of March, 1999.

                                /s/ RR Wieczorek

                                [Corporate Seal]