SECURITIES AND EXCHANGE COMMISSION

(Release No. 35-27651; 70-9699)

KeySpan Corporation, et al.

Supplemental Order Clarifying Previous Order

February 14, 2003

KeySpan Corporation ("KeySpan"), a combination gas and electric utility holding company registered under the Public Utility Holding Company Act of 1935, as amended ("Act"); KeySpan's utility subsidiaries: The Brooklyn Union Gas Company d/b/a/ KeySpan Energy Delivery New York; KeySpan Gas East Corporation d/b/a KeySpan Energy Delivery Long Island; and KeySpan Generation LLC; Eastern Enterprises ("Eastern"), a gas utility holding company exempt from registration under section 3(a)(1) of the Act;¹ Eastern's gas utility subsidiaries: Boston Gas Company; Essex Gas Company; and Colonial Gas Company; and EnergyNorth, Inc. ("ENI"), a gas utility holding company claiming exemption from registration under section 3(a)(1) of the Act by rule 2; ENI's gas utility subsidiary, EnergyNorth Natural Gas, Inc.; and their respective nonutility subsidiaries (together, "Applicants"),² have filed with the Securities and Exchange Commission ("Commission") an application-declaration under sections 6(a), 7, 9(a)(1), 10, 12(b), 12(c), 13(b), 32, and 33 of the Act, and rules 45, 46, 53, 54, and 80-94 under the Act ("Application").

In the Application, Applicants requested authorization to engage in certain financing transactions and in certain proposed intrasystem transactions subsequent to Eastern's proposed acquisition of ENI,³ and KeySpan's proposed acquisition of Eastern ("Mergers").⁴ The Commission approved the Application by order dated November 8, 2000 (Holding Co. Act Release No. 27272) ("Order"). Subsequently, also on November 8, 2000, Eastern and KeySpan completed their respective Mergers and KeySpan registered under section 5 of the Act.⁵

The Order states that any Refinancing, as defined in the Order,⁶ that occurs after completion of the Mergers and that is subject to Commission approval under the Act will comply with the Financing Conditions (also as defined in the Order) and, absent prior Commission approval, will not: (1) provide for an increase in the aggregate amount of indebtedness incurred; or (2) provide for a final maturity date that is beyond the Authorization Period [i.e., December 31, 2003]. This supplemental order clarifies that condition by replacing it with the following condition, as requested in the Application: "Any Refinancing that occurs after completion of the Mergers and that is subject to Commission approval under the Act will comply with the Financing Conditions and, absent prior Commission approval, will not:

(1) provide for an increase in the aggregate amount of indebtedness incurred; or (2) provide for a final maturity date that is beyond the parameters for financing and refinancing authorization specified in the Financing Conditions."

For the Commission, by the Division of Investment Management, under delegated authority.

¹ Subsequent to May 29, 2002, Eastern reorganized as a Massachusetts business trust and changed its name to KeySpan New England LLC. See Holding Co. Act Release No. 27532 (May 29, 2002).

² The nonutility subsidiaries of KeySpan, Eastern, and ENI are set forth in the underlying application-declaration. See S.E.C. File No. 70-9699.

³ The Commission approved Eastern's proposed acquisition of ENI on November 7, 2000 (Holding Co. Act Release No. 27269). See S.E.C. File No. 70-9605.

⁴ As stated in notes 1 and 2 above, the Commission approved both Mergers on November 7, 2000. See Holding Co. Act Release No. 27271 and Holding Co. Act Release No. 27269.

⁵ KeySpan filed with the Commission a Notification of Registration on Form U5A on November 8, 2000.

⁶ The Order defines "Refinancings" to include any amendment, renewal, extension, supplement and/or replacement of any financing arrangements of KeySpan and KeySpan's subsidiaries that were in existence as of the date of the completion of the Mergers.

http://www.sec.gov/divisions/investment/opur/filing/35-27651.htm