02-30369. Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”)

November 22, 2002.

Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated under the Act. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendment(s) is/are available for public inspection through the Commission's Branch of Public Reference.

Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by December 17, 2002, to the Secretary, Securities and Exchange Commission, Washington, DC 20549-0609, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) specified below. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify specifically the issues of facts or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After December 17, 2002, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

Northeast Gas Markets LLC, et al. (70-10097)

Northeast Gas Markets LLC (“NEGM”), 100 Cummings Center, Suite 457G, Beverly, Massachusetts 01915-6132, a nonutility subsidiary of KeySpan Corporation (“KeySpan”), a registered holding company; and KeySpan's utility subsidiaries Brooklyn Union Gas Company d/b/a KeySpan Energy Delivery New York (“KEDNY”), One MetroTech Center, Brooklyn New York, 11201; KeySpan Gas East Corporation d/b/a KeySpan Energy Delivery Long Island (“KEDLI”), 175 East Old Country Road, Hicksville, New York 11801; Boston Gas d/b/a KeySpan Energy Delivery New England (“Boston Gas”) and Essex Gas Company d/b/a KeySpan Energy Delivery New England (“Essex Gas”), both located at One Beacon Street, Boston, Massachusetts 02108; and EnergyNorth Natural Gas, Inc. d/b/a KeySpan Energy Delivery New England (“ENGI”), 1260 Elm Street, P.O. Box 329, Manchester, New Hampshire 03105 (collectively “Applicants”),^[1] have filed an application-declaration, as amended, under sections 12(f) and 13(b) of the Act and rule 54 under the Act.

NEGM, a Delaware limited liability company, is a nonutility company that provides natural gas procurement, contract management and marketing services to clients located in the northeastern part of the United States. KeySpan indirectly holds a 90% ownership interest in NEGM. Michael S. Lucy Associates, a company which is wholly owned by Michael S. Lucy, owns the remaining 10% interest of NEGM. Mr. Lucy is the president of NEGM.

Currently, NEGM is a “facilitating entity” providing contract services to customers in connection with large natural gas supply contracts with Western Canadian gas producers. The two major gas supply projects administered by NEGM are Boundary Gas, Inc. (“Boundary”) and Alberta Northeast Gas Limited (“ANE”). NEGM provides contract services to ANE and Boundary under longstanding management services arrangements. ANE and Boundary purchase Canadian natural gas and resell it to numerous local distribution companies (“US Customers”) in the northeast United States. The Boundary arrangements end on January 15, 2003. The ANE arrangements will not expire in their entirety until 2007.

In order to avoid interruption of the base load supplies once the Boundary arrangement ends, the KeySpan Gas Utilities as well as several gas utilities that are Boundary participants but not affiliated with KeySpan (“Unaffiliated Utilities”),^[2] have each entered into contracts with EnCana Corporation (“Encana”) to supply Canadian gas beginning on January 15, 2003 (“Encana Gas Contracts”). Specifically, the Unaffiliated Utilities and the KeySpan Gas Utilities have entered into a management service agreement and agency agreement (collectively, the “M&A Agreement”) under which NEGM will provide contract services to the utilities for the EnCana Gas Contracts after Boundary expires. However, the KeySpan Gas Utilities and NEGM have executed a letter of agreement which states that the effectiveness of the M&A Agreement as between NEGM and the KeySpan Gas Utilities is conditioned upon obtaining any necessary approvals from the Commission under the Act and applicable state regulatory commissions.

In accordance with the M&A Agreement it has negotiated with the Unaffiliated Utilities and the KeySpan Gas Utilities, NEGM will provide day-to-day contract services consisting of notifying EnCana of the amounts of gas the utilities would like to schedule for delivery; processing and auditing the EnCana gas supply bills to ensure their accuracy and submitting to the utilities their pro rata share of the gas supply costs based on the amount of gas they each purchased; preparing and filing regulatory and customs reports in Canada and the U.S. relating to the EnCana gas supply; providing informational support to the gas utilities for their federal and state regulatory filings; and daily interactions with EnCana regarding the Encana Gas Contracts (including price negotiations when appropriate). These are the same types of services NEGM currently provides under the Boundary and ANE arrangements. The fee structure under the M&A Agreement with NEGM is the same as for a Boundary and ANE projects—$0.0128/Mcf of contracted volume. Because the KeySpan Gas Utilities and the Unaffiliated Utilities are parties to the same M&A Agreement, all of the participating utilities (affiliated and non-affiliated) will receive the same services at the same price and terms. Accordingly, Applicants seek authorization for NEGM to provide gas contract services to the KeySpan Gas Utilities under the terms as outlined above.

With respect to the KeySpan Gas Utilities, the Encana Gas Contracts and the M&A Agreement expire on March 31, 2004, unless extended pursuant to the terms of those agreements. Once these arrangements terminate, NEGM may wish to enter into contracts to provide the KeySpan Gas Utilities with contract services for new Canadian gas supplies that the KeySpan Gas Utilities purchase. Accordingly, NEGM also requests authorization to enter into future agreements to provide contract services to the KeySpan Gas Utilities with respect to their gas supplies provided the following conditions are met: (1) The price charged to a KeySpan Gas Utility is no greater than the prices that unaffiliated entities pay to NEGM for the same type of contract services; (2) the non-price terms of any NEGM gas contract services provided to a KeySpan Gas Utility are the same as those provided to non-affiliated entities obtaining the same type of service from NEGM; and (3) the KeySpan Gas Utility's cost of gas is regulated by its applicable state commission and the utility treats the price paid for NEGM services as a cost of gas.

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

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  KEDNY, KEDLI, Boston Gas, Essex Gas and ENGI are collectively referred to as the “KeySpan Gas Utilities.”

2.  The Unaffiliated Utilities are Bay State Gas Company, The Berkshire Gas Company, and Northern Utilities, Inc., gas utility subsidiaries of NiSource and Energy East.