AST RUTHERFORD, N.J., April 22 - The new Giants Stadium proposed for the Meadowlands was approved on Friday by the board of the New Jersey Sports and Exposition Authority after two hours of debate behind closed doors.

The 11-to-0 vote was a triumph for Acting Gov. Richard J. Codey, who, from the day he took office in November, has campaigned to keep the Giants. The football team was the first professional sports franchise to occupy the Meadowlands, and the other four that now play at the sports complex there have plans to leave.

Four members of the 15-member board, including the authority's president, George R. Zoffinger, abstained.

The state's agreement with the Giants, signed last week, ended months of contentious talks. The Giants wanted to replace their 29-year-old stadium, which is owned by the sports authority, and had sought to gain leverage by suing to enforce a provision in the team's lease that obligated the state to make improvements to the facility - at a cost that the Giants placed at $300 million.

Under the agreement, the Giants will build a $750 million stadium near the existing one, which will be demolished. The team will own and operate the new stadium and give the state $5 million a year in rent for the land and $1.3 million a year toward payments in lieu of taxes to East Rutherford.

The state will take on long-term debt of $124 million on the existing building and make utility improvements of about $30 million. The authority is also giving the team more than 40 acres for expanded practice facilities and retail development.

Because the state will lose revenue from games and concerts, critics of the deal have said it will ultimately cost taxpayers. Mr. Codey and the sports authority chairman, Carl J. Goldberg, say added tax revenue will more than cover the public costs.

The board members had no public discussion of the project on Friday. Mr. Goldberg said their meeting was closed because so much of it concerned the still-live litigation with the team. After the session was opened to reporters, board members made only a few brief, supportive comments before a roll-call vote.

Mr. Zoffinger, a former banker who was brought in by former Gov. James E. McGreevey to patch up the sports authority's sinking finances, opposed the stadium agreement. But Mr. Codey prevailed upon him before the deal was concluded last week to drop his public opposition.

Mr. Zoffinger had argued for years that the state should be willing to let go of the professional sports franchises at the Meadowlands - the teams include the Jets, Nets, Devils and MetroStars - because they were benefiting wealthy team owners at taxpayer expense. Along with Mr. McGreevey, Mr. Zoffinger backed a private $1.3 billion entertainment and retail development called Meadowlands Xanadu, now under construction.

The Xanadu developers and the Giants must still reach agreement on parking and traffic issues before the authority can present a final lease agreement to the board.

After the meeting on Friday, Mr. Zoffinger declined to talk about the board's discussion. He said his misgivings were well known.

The other board members who abstained were the Rev. David Jefferson Sr., Zulima V. Farber and Joseph E. Buckelew.