KEYSPAN ENERGY CORP /NY/
U-57, 1997-10-24
NATURAL GAS DISTRIBUTION
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                                 UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM U-57

                  NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS

                          Filed Under Section 33(a) of the
               Public Utility Holding Company Act of 1935, as amended

                         Grupo KeySpan, S. de R.L. de C.V.
                         ---------------------------------
                          (Name of foreign utility company)

                           The Brooklyn Union Gas Company
                           ------------------------------
                  (Name of filing company, if filed on behalf of
                             foreign utility company)

Item 1

     The name of the entity claiming foreign utility company status under 
Section 33(a) of the Public Utility Holding Company Act of 1935 ("PUHCA") is 
Grupo KeySpan, S. de R.L. de C.V. ("Grupo KeySpan"), a Mexican corporation and 
affiliate of The Brooklyn Union Gas Company ("Brooklyn Union"). Grupo 
KeySpan's business address is Paseo De Los Tamarindos No. 400A, PISO 20, 
Col. Bosques De Las Lomas, 05120 Mexico, D.F., Attention: Carlos M. Diez 
Garcia. Grupo KeySpan owns a 50% interest in Finsa Energeticos, S. de R.L. de 
C.V., which owns and operates a natural gas transportation system within an 
industrial park in Matamoros, Tamaulipas, Mexico. Its facilities consist of 
low pressure gas pipelines and related facilities necessary to operate and 
maintain this system. Grupo KeySpan may also develop, own and operate gas 
distribution facilities and facilities for the natural gas-fired generation 
of electric power for use by commercial and industrial customers.

     The ownership structure of Grupo KeySpan is as follows: (1) KeySpan C I 
II, Ltd. ("KeySpan CI"), a Cayman Island company, owns a 50% voting interest 
in Grupo KeySpan and (2) Sergio Arguelles Gutierrez and Sergio R. Arguelles 
Gonzalez, who are father and son and citizens of the United Mexican States, 
own voting interests of 32.5% and 17.5%, respectively, in Grupo KeySpan.

Item 2

     Brooklyn Union is a public utility company that primarily distributes 
and sells gas retail to customers located in New York City. As of the close 
of business on September 29, 1997, KeySpan Energy Corporation ("KeySpan 
Energy") became the parent corporation of


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Brooklyn Union, and KeySpan CI became an indirect wholly-owned subsidiary of 
KeySpan Energy. KeySpan Energy owns, indirectly through KeySpan CI, a 50% 
voting interest in Grupo KeySpan. The purchase price paid to acquire this 
indirect ownership interest in Grupo KeySpan was approximately US$2,000,000. 
Grupo KeySpan is an affiliate, but not a subsidiary (as those terms are 
defined in PUHCA), of Brooklyn Union.

                                Exhibit A

     Attached hereto as Exhibit A is a copy of the state certification, 
required under Section 33(a)(2) of PUHCA, that Brooklyn Union received from 
the New York Public Service Commission ("NYPSC"). The NYPSC sent this 
certification to the Securities and Exchange Commission in October 1996, and 
it has not been revised or withdrawn.

     The undersigned company has duly caused this statement to be signed on 
its behalf by the undersigned thereunto duly authorized.

                                          The Brooklyn Union Gas Company

                                          By: /s/ Robert B. Catell
                                              -------------------------
                                                   Robert B. Catell
                                                   Chairman

Date: October 21, 1997

                                    -2-


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                                  EXHIBIT A








<PAGE>

                      STATE OF NEW YORK DEPARTMENT OF PUBLIC SERVICE
                     THREE EMPIRE STATE PLAZA, ALBANY, NY 12223-1350
                      Internet Address: http://www.dps.state.ny.us

PUBLIC SERVICE COMMISSION

   M.P. O'MARA                                              MAUREEN O. HELMER
     Chairman                                                General Counsel
IRENE W. ZELTMANN                    [GRAPHIC]
 Deputy Chairman                                               JOHN C. CRARY
                                                                 Secretary
HAROLD A. JERRY, JR.
WILLIAM D. COTTER
THOMAS J. DUNLEAVY

                                      October 23, 1996

Mr. Robert P. Wason
Securities and Exchange
  Commission
Mail Stop 10-6
450 Fifth Street NW
Washington, DC 20549

SUBJECT:  The Brooklyn Union Gas Company
          Form U-57

Dear Mr. Wason:

This is sent to you in response to a request from The Brooklyn Union Gas 
Company for a certification pursuant to the Public Utility Holding Company 
Act of 1935 at Section 33(a) that this commission has the authority and 
resources to protect ratepayers subject to our jurisdiction and that it 
intends to exercise its authority.

Please be advised that pursuant to the New York State Public Service Law and 
rules and regulations adopted pursuant thereto and published in Volume 16 of 
the Official Compilation of New York Codes, Rules and Regulations), the New 
York Public Service Commission has the authority and also has the resources 
to protect the ratepayers of The Brooklyn Union Gas Company, and it does now 
and expects to continue exercising such authority.

This certification is made with the understanding that it may be revised or 
withdrawn prospectively by written notice to you.

                                               Very truly yours,

                                               /s/ John C. Crary
                                               ------------------
                                                 John C. Crary
                                                   Secretary

                         


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