MARKETSPAN CORP, S-8, 1998-05-28

MARKETSPAN CORP
S-8, 1998-05-28
NATURAL GAS DISTRIBUTION

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Registration No. ________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MARKETSPAN CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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NEW YORK 11-3431358
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

175 East Old Country Road, Hicksville, New York 11801
(Address of principal executive office)
Issuer's telephone number including area code: (516) 755-6650
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EMPLOYEE DISCOUNT STOCK PURCHASE PLAN
(Full Title of the Plan)
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CRAIG G. MATTHEWS, Executive Vice President and Chief Financial Officer
175 East Old Country Road, Hicksville, New York 11801
(516) 755-6650
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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Approximate date of commencement of proposed public offering: From time to
time after the Registration Statement becomes effective.

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<TABLE>
<CAPTION>

CALCULATION OF REGISTRATION FEE

PROPOSED
MAXIMUM PROPOSED AMOUNT OF
AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE* OFFERING PRICE* FEE
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<S> <C> <C> <C> <C>

Common Stock, par value $0.01 750,000 Shares $35.00 per share $26,250,000 $7,743.75
share
============================= ============= ================ ================= =============
</TABLE>

* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(o), on the basis of the estimated maximum aggregate offering price
of the registrant's common stock.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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<PAGE>

P R O S P E C T U S

MARKETSPAN CORPORATION
EMPLOYEE DISCOUNT STOCK PURCHASE PLAN

Under the Employee Discount Stock Purchase Plan (the "Plan"), eligible
employees of MarketSpan Corporation or its wholly-owned subsidiaries
(collectively, the "Company") may purchase shares of the Company's Common Stock,
par value $0.01 per share ("Common Stock"), at a discount pursuant to the terms
and conditions hereinafter set forth.

The Plan is subject to the approval of shareholders of the Company, which
approval is expected to be obtained at the next annual meeting of shareholders.
The Common Stock to be issued under the Plan will be listed on the New York
Stock Exchange and the Pacific Stock Exchange.

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This document constitutes part of a prospectus covering securities that
have been registered under the Securities Act of 1933. It is suggested that this
document be retained for further reference.

This Prospectus relates to 750,000 shares of the Company's Common Stock
available for purchase under the Plan pursuant to the Registration Statement of
which this Prospectus is a part.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS ANY SUCH
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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The date of this Prospectus is May 28, 1998.

<PAGE>

AVAILABLE INFORMATION

Additional supplementary information with respect to the Common Stock and
the Plan may be provided in the future to Plan participants by means of
Appendices or Supplements to this Prospectus and documents incorporated herein
by reference.

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "SEC"). Information as of particular dates concerning Directors
and Officers of the Company, their remuneration and any material interest of
such persons in transactions with the Company is disclosed in proxy statements
distributed to shareholders of the Company and filed with the SEC. Such reports,
proxy statements and other information, once filed, can be inspected and copied
at the public reference facilities of the SEC at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the SEC's regional offices at 500
West Madison Street, Chicago, Illinois 60661 and at 7 World Trade Center, New
York, New York 10048. Copies of such material can also be obtained at prescribed
rates from the Public Reference Section of the SEC at its principal office. The
SEC maintains a Web site at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding the Company, once filed.
In addition, certain securities of the Company are listed on the New York Stock
Exchange and the Pacific Stock Exchange where reports, proxy statements and
other information concerning the Company may be inspected.

Additional information regarding the Company and the Plan is contained in
the Registration Statement of which this Prospectus is a part and the exhibits
relating thereto filed with the SEC under the Securities Act of 1933. For
further information pertaining to the Company and the Plan, reference is made to
the Registration Statement, and the exhibits thereto, which may be inspected
without charge at the office of the SEC, 450 Fifth Street, N.W., Washington,
D.C. 20549, and copies thereof may be obtained from the SEC at prescribed rates.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

There are hereby incorporated by reference in this Prospectus the
following documents heretofore filed with the SEC pursuant to the Exchange Act:

1. Long Island Lighting Company's ("LILCO") Annual Report on Form 10-
K/A, for the year ended December 31, 1996.

2. LILCO's Transition Report on Form 10-Q for the period January 1,
1997 to March 31, 1997, and its Quarterly Reports on Form 10-Q for
the periods ended December 31, 1997, September 30, 1997 and June 30,
1997.

<PAGE>

3. LILCO's Current Reports on Form 8-K, dated April 24, 1998, December
31, 1997, July 3, 1997, March 24, 1997, February 25, 1997 and
December 30, 1996.

4. KeySpan Energy Corporation's ("KeySpan") Annual Report on Form 10-
K, for the year ended September 30, 1997.

5. KeySpan's Quarterly Reports on Form 10-Q, for the periods ended
March 31, 1998 and December 31, 1997.

6. KeySpan's Current Reports on Form 8-K, dated April 24, 1998,
December 19, 1997 and September 29, 1997.

7. The Brooklyn Union Gas Company's ("Brooklyn Union") Quarterly
Reports on Form 10-Q, for the periods ended March 31, 1997 and June
30, 1997.

8. Brooklyn Union's Current Reports on Form 8-K, dated September 19,
1997, March 31, 1997, February 24, 1997 and December 30, 1996.

All documents filed by the Company, LILCO and KeySpan with the SEC
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Prospectus and (i) with respect to the Company and KeySpan, prior to the
termination of this offering, and (ii) with respect to LILCO, up to and
including the date upon which the transaction with the Long Island Power
Authority ("LIPA") was consummated, shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents.

THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO
WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON THE WRITTEN OR ORAL
REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS AND EXHIBITS
REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE IN THIS
PROSPECTUS. Exhibits not specifically incorporated herein by reference will be
furnished upon payment of 25 cents per page. Requests for such copies should be
directed to Investor Relations, MarketSpan Corporation, 175 East Old Country
Road, Hicksville, New York 11801, telephone number (516) 545-4914.

The Company also undertakes to provide, without charge, to each employee
to whom this Prospectus is sent or given, upon such employee's request, a copy
of its Annual Report to shareholders for its last fiscal year. Requests for such
copies should be directed to Investor Relations, MarketSpan Corporation, 175
East Old Country Road, Hicksville, New York 11801, telephone number (516)
545-4914.

<PAGE>

DESCRIPTION OF THE PLAN

The following is a question and answer explanation of the Plan. The
complete text of the Plan may be inspected at the Company's principal executive
offices, 175 East Old Country Road, Hicksville, New York, or by calling (516)
755-6650.

1. WHAT IS THE PURPOSE OF THE PLAN?

The Plan enables employees of the Company and its wholly owned
subsidiaries to buy Common Stock of the Company each calendar month at 95% of
the average of the high and low sales prices (the "Purchase Price") for such
shares on the last day of the month on which shares are traded on the New York
Stock Exchange.

2. WHEN DID THE PLAN BEGIN?

The Plan was adopted by the Board of Directors of the Company on May 26,
1998 and is subject to the approval of the shareholders of the Company at the
next annual meeting of shareholders. The Plan becomes effective on June 1, 1998
and enables eligible employees (see Question 4) to purchase Common Stock on the
first business day of each calendar month, commencing on June 1, 1998 for former
eligible KeySpan employees and KeySpan's wholly owned subsidiaries and July 1,
1998 for former eligible LILCO employees. (See Question 7.)

3. WHEN WILL THE PLAN END?

The Plan will, unless sooner terminated by the Board of Directors of the
Company, continue in effect until the earlier of (i) such date as may be fixed
by the Board of Directors, or (ii) the date on which all shares authorized for
issuance under the Plan shall have been purchased.

4. WHO IS ELIGIBLE TO PARTICIPATE?

All employees who were eligible to participate in either the LILCO
Employee Stock Purchase Plan (the "LILCO Plan") or the KeySpan Discount Stock
Purchase Plan for Employees (the "KeySpan Plan") are eligible to participate in
the Plan. All other employees of the Company or its wholly-owned subsidiaries
(or similar entities) are eligible to participate in the Plan, with these
exceptions:

A. Employees who have not been on the payroll for at least three months
as of the beginning of a Purchase Period (as such term is defined in
the answer to Question 7 hereof).

B. Employees regularly employed less than 20 hours per week.

<PAGE>

C. Employees who customarily are employed less than five months in any
calendar year.

D. Directors who are not also employees of the Company within the meaning
of A, B, or C above.

E. Employees of the Company's wholly-owned subsidiaries (or similar
entities) which subsidiaries (or similar entities) have not been
approved by the Company as eligible to participate in the Plan.

5. HOW DOES AN ELIGIBLE EMPLOYEE PARTICIPATE?

All employees who are existing participants in either the LILCO Plan or
the KeySpan Plan will automatically be participants in the Plan and need do
nothing to continue such participation. Any employee who wishes to change his or
her participation in any way, however, must contact Investor Relations.

To participate, an employee fills out a Payroll Deduction Authorization,
Change or Cancellation Form (the "Form") and sends it to Investor Relations. The
Form may be obtained from Investor Relations. In completing the Form, the
employee must indicate how the account will be designated (individually, jointly
with the employee's spouse or as directed by the employee).

6. WHO ADMINISTERS THE PLAN?

For an interim period commencing on June 1, 1998, the Plan will be
administered by full-time employees of the Company, who receive no additional
compensation for the services they render to Plan participants, AND/OR The First
Chicago Trust Company of New York. Thereafter, commencing on or before September
1, 1998, the Plan will be administered by The Bank of New York (each of the
foregoing employees or entities are hereinafter collectively referred to as the
"Plan Administrator").

The Plan Administrator is responsible for, among other things, maintaining
records, sending statements of account to participants and performing other
clerical and ministerial duties relating to the Plan. Inquiries relating to the
Plan may be made during regular business hours, eastern standard time, to
Investor Relations, MarketSpan Corporation, 175 East Old Country Road,
Hicksville, New York, telephone number (516) 545-4914 or (718) 403-3196, or
(after September 1, 1998) to The Bank of New York, c/o Dividend Reinvestment
Department, P.O. Box 1958, Newark, New Jersey 07101-9774, telephone number (800)
482-3638.

Shares of Common Stock purchased and held for participants under the Plan
will be registered in the name of a nominee(s) for participants in the Plan.
Should it ever become necessary or desirable to replace the Plan Administrator,
a successor(s) would be appointed.

<PAGE>

7. HOW MUCH CAN AN EMPLOYEE INVEST?

The maximum amount that can be invested depends upon the employee's basic
rate of pay at the beginning of a Purchase Period. The Purchase Period is any
one calendar month during which funds may be accumulated in the participant's
account towards the purchase of Common Stock. The initial Purchase Period for
former eligible LILCO employees shall be the period from March 1, 1998 to June
30, 1998.

IN EACH PURCHASE PERIOD, AN EMPLOYEE CAN INVEST NO MORE THAN AN AMOUNT
EQUAL TO 20% OF HIS/HER BASIC PAY DURING SUCH PURCHASE PERIOD. To determine
basic pay, hourly paid employees should multiply their base hourly rate by 40
hours and weekly and monthly employees should use their base salary. Overtime,
standby time, call out time and non-base items may not be included in these
calculations.

If an employee's investment, whether by payroll deduction or special
payment, exceeds 20% of his/her base pay during a Purchase Period, the excess
will be refunded to the employee as soon as practicable or, if the employee so
elects, used in the next Purchase Period.

8. ARE THERE ANY OTHER LIMITATIONS ON THE AMOUNT AN EMPLOYEE MAY INVEST?

Yes. An employee may neither purchase shares during a calendar year having
an aggregate price in excess of $25,000 nor may any employee purchase shares if
the purchase would cause him/her to own 5% or more of the total combined voting
power or value of all shares of stock of the Company.

Subject to all the above limitations, the number of shares an employee can
buy in a Purchase Period depends upon the amount of money accumulated in his/her
account and the price of the shares, as explained in the answers to Questions 7
and 11. Each participant's account will be credited with that number of shares,
including fractional shares computed to three decimal places, equal to the total
amount to be invested divided by the Purchase Price, as such term is defined in
the answer to Question 11.

9. HOW DOES THE PAYROLL DEDUCTION METHOD OPERATE?

Payroll deduction for the purchase of shares must be authorized by the
employee on the Form provided by Investor Relations. The total amount to be
deducted cannot exceed the 20% limit described in the answer to Question 7. Here
are the operating rules on deduction amounts, including simple ways to compute
the maximum deductions:

A. EMPLOYEES PAID WEEKLY ON AN HOURLY RATE:

The MINIMUM deduction is $5.00 per week. The employee may
authorize any amount as his/her weekly payroll deduction from the

<PAGE>

$5.00 minimum up to the computed maximum amounts as explained in the
answer to Question 7. This maximum can be arrived at by multiplying
the hourly rate by 8 (Hourly rate x 40 hours x 20%).

B. EMPLOYEES PAID ON A WEEKLY RATE:

The MINIMUM deduction is $5.00 per week. The MAXIMUM deduction is
the base weekly salary earned at the beginning of the Purchase
Period multiplied by 20%. The authorized weekly deduction may then
be any amount from $5.00 to the maximum amount as explained in the
answer to Question 7.

C. EMPLOYEES PAID MONTHLY:

The MINIMUM deduction is $20.00. The MAXIMUM deduction is the base
monthly pay rate multiplied by 20%. The authorized monthly deduction
may then be any amount from the $20.00 minimum to the maximum amount
as explained in the answer to Question 7.

Deductions, and any deduction changes, start with the first full Purchase
Period after the receipt of a completed Form by Investor Relations. An employee
may stop making contributions to the Plan at any time. (See Question 20.)

ALL EMPLOYEES WHO ARE EXISTING PARTICIPANTS IN THE LILCO PLAN MAY CONTINUE
TO MAKE SPECIAL PAYMENTS IN ADDITION TO, OR IN LIEU OF, REGULAR PAYROLL
DEDUCTIONS UNTIL SEPTEMBER 1, 1998. Special payments may be made in cash or by
check payable to the Company and delivered to Investor Relations. The special
payments must be in amounts not less than $100.00 and accompanied by a completed
Form which must be received by Investor Relations no later than 10:00 a.m.
eastern standard time on the day prior to the Pricing Date. (See Question 11.)
Investor Relations will send receipts for such special payments to participants.

10. WHAT IS THE SOURCE OF SHARES OF COMMON STOCK PURCHASED UNDER THE PLAN?

Shares of Common Stock purchased under the Plan will, at the Company's
discretion, be purchased either (i) directly from the Company, in which event
such shares will be either (a) authorized but unissued shares or (b) Treasury
Shares, or (ii) on the open market, or (iii) both (i) and (ii).

11. WHAT WILL BE THE PRICE OF COMMON STOCK PURCHASED UNDER THE PLAN?

The price of shares of Common Stock purchased directly from the Company
will be 95%

<PAGE>

of the average of high and low sales prices ("Purchase Price") for such shares
on the New York Stock Exchange on the first business day of each month ("Pricing
Date"), or the next succeeding business day on which shares are traded if no
shares are traded on the first business day of the month. The shares will be
issued within 10 days of the Pricing Date.

In the case of purchases of Common Stock on the open market, the purchase
price of shares of Common Stock purchased under the Plan will be 95% of the
weighted average purchase price (including brokerage commissions and any other
costs of purchase) of all shares purchased for the relevant Pricing Date.

12. HOW WILL A PARTICIPATING EMPLOYEE BE NOTIFIED OF HIS/HER PURCHASE OF SHARES?

Each participant in the Plan will receive a statement of his/her account
for all shares purchased.

THIS STATEMENT WILL BE A PARTICIPANT'S CONTINUING RECORD OF THE COST OF
HIS/HER PURCHASES AND SHOULD BE RETAINED FOR INCOME TAX AND OTHER PURPOSES.

In addition, each participant will receive a Prospectus relating to the
Plan and, if applicable, copies of the communications sent to every other holder
of shares of Common Stock, such as the Company's interim reports, annual report,
notice of annual meeting and proxy statement, and any income tax information for
reporting dividends paid.

13. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED?

The number of shares credited to a participant's account under the Plan
will be shown on his/her monthly statement. Accordingly, certificates for shares
purchased under the Plan will not be issued to participants unless requested.

Certificates for any number of whole shares credited to a participant's
account under the Plan will be issued upon the written request by the employee
on the Form provided by the Plan Administrator. The issuance of such
certificates will not terminate participation in the Plan. Any such request
should be mailed to the Plan Administrator. Any remaining whole shares and
fractional shares will continue to be credited to the participant's account.

If an employee desires to terminate all participation in the Plan,
certificates for whole shares credited to his/her account under the Plan will be
issued and a cash payment will be made for any fractional shares credited to
such account, or the employee may transfer some or all shares to the Company's
Investor Program. Upon withdrawal from the Plan, the participant may request
that some or all of the shares, both whole and fractional, credited to his/her
account in the Plan be sold. If he/she requests such sale, the sale will be made
at the market price, less commissions, as soon as practicable after receipt of
the request. Unless otherwise directed, shares held in an employee's account
will be sold on a "first in, first out" basis.

<PAGE>

A participant desiring to sell shares, including shares acquired under
prior plans, should specify the appropriate shares in his/her request. The
participant will receive the proceeds of the sale less any related brokerage
commissions, transfer taxes and service charges.

Shares credited to the account of a participant under the Plan may not be
pledged as collateral. A participant who wishes to pledge such shares must
request that certificates for such shares be issued in his/her name.
Certificates for fractions of shares will not be issued under any circumstances.

14. IN WHOSE NAME MAY SHARES BE ISSUED?

Share certificates may be issued in the name of the employee purchasing
them, jointly in the name of the employee and spouse, or as directed by the
employee.

15. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?

Each participant will receive a proxy card indicating shares accrued to
his/her account under the Plan.

If a proxy card is returned properly signed and marked for voting, all
shares covered by the proxy will be voted as marked.

If a proxy card is returned properly signed but without indicating
instructions as to the manner shares are to be voted with respect to any item
thereon, all of the participant's shares credited to his/her account under the
Plan will be voted in accordance with the recommendations of the Board of
Directors. If the proxy card is not returned, or if it is returned unexecuted or
improperly executed, none of the shares in respect of which such proxy card was
furnished will be voted.

16. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON THE FRACTIONAL SHARES HELD
IN THE PLAN?

Yes. Dividends with respect to fractions, as well as whole shares, will be
credited to a participant's account.

17. HOW WILL FUNDS RECEIVED BY THE COMPANY THROUGH THE SALE OF STOCK BE USED?

All funds received by the Company from the sale of stock pursuant to the
Plan will be used for general corporate purposes, or for the purchase of shares
on the open market.

18. HOW MAY EMPLOYEES SELL THEIR PLAN SHARES?

For an interim period commencing June 1, 1998, former eligible participants
in the KeySpan Plan and the LILCO Plan should contact First Chicago and The Bank
of New York, respectively, for instructions regarding the sale of shares under
the Plan.

Commencing on or before September 1, 1998, employees may instruct the Plan
Administrator to sell any or all of their Plan shares at any time by completing
and signing the appropriate instruction form. The instruction form is a

<PAGE>

tear-off stub located at the bottom of the employee's account statement. The
employee should indicate on the form the number of shares to be sold. THE FORM
MUST BE SIGNED BY ALL ACCOUNT OWNERS. The completed form must then be mailed
back to the Plan Administrator for processing. The employee may also call the
Plan Administrator's toll-free number to obtain a "PIN" number which will allow
him/her to sell Plan shares over the telephone. All Plan shares may be sold
using either method. Shares held outside the Plan may not be sold through the
Plan.

19. HOW IS THE SALE PRICE OF PLAN SHARES DETERMINED?

Commencing on or before September 1, 1998, the Plan Administrator will
aggregate all requests to sell shares and then sell the total share amount on
the open market through BNY ESI & Co. ("BNY ESI"), a full-service brokerage firm
and wholly-owned subsidiary of The Bank of New York Company, Inc. Shares are
sold at least weekly, and depending on volume, as frequently as daily. BNY ESI
will make every reasonable effort to process all sales orders on the day the
orders are received, provided that instructions are received before 1:00 p.m.
eastern standard time on a business day during which BNY ESI and the New York
Stock Exchange are open. The sales price will not be known until the sale is
completed and is based on the weighted average of all shares sold during the
selling period, adjusted to exclude brokerage commissions. Following the sale
and allowing for the settlement of the trade under SEC rules, typically three
business days, a check will be issued payable to the account owner(s) for the
net cash proceeds of the sale after brokerage commissions are deducted. The Plan
Administrator has full discretion in all matters related to the sale, including
the time of sale and sales price. Employees cannot specify a price or a time at
which to sell their Plan shares.

EMPLOYEES SHOULD BE AWARE THAT THE COMMON STOCK PRICE MAY RISE OR FALL
DURING THE PERIOD BETWEEN A REQUEST FOR SALE, ITS RECEIPT BY THE PLAN
ADMINISTRATOR AND THE ULTIMATE SALE ON THE OPEN MARKET. INSTRUCTIONS SENT TO THE
PLAN ADMINISTRATOR TO SELL SHARES ARE IRREVOCABLE AND MAY NOT BE RESCINDED.

20. WHEN MAY AN EMPLOYEE STOP MAKING CONTRIBUTIONS TO THE PLAN?

An employee may stop making contributions to the Plan at any time by
completing a Form and submitting it to Investor Relations. The cash balance in
the employee's account will be repaid as soon as practicable after the Form is
received.

An employee may resume making contributions to the Plan at a later
Purchase Period.

21. CAN AN EMPLOYEE'S RIGHT TO PURCHASE SHARES BE TRANSFERRED?

The right to purchase Company shares under the Plan may not be sold,
pledged, assigned or transferred in any manner.

<PAGE>

22. WHAT HAPPENS WHEN AN EMPLOYEE LEAVES THE COMPANY?

When an employee leaves the employ of the Company, in case of retirement,
disability, discharge, death or otherwise, the employee's participation in the
Plan ceases and the account's cash balance will be paid to the employee or
his/her legal representative(s). The employee or his/her legal representative(s)
may request that some or all of the shares, both whole and fractional, (a) be
transferred to the Company's Investor Program; (b) be sold; or (c) be issued in
certificate form for all whole shares and cash for any fractional shares. If
such sale is requested, the sale will be made at the market price, less
brokerage commissions.

23. WHAT FEDERAL TAXES MUST BE PAID ON SHARES PURCHASED THROUGH THE PLAN?

An employee must pay taxes on dividends paid on shares purchased through
the Plan. When a share is sold, Federal income tax is owed on the difference
between the selling price and the purchase price, if positive. All or a portion
of an employee's gain, representing the discount between the market price and
the Purchase Price, will be ordinary income, and, depending on the holding
period of the shares sold, the balance, if any, will be ordinary income or
capital gain. For some taxpayers, depending on the holding period, capital gains
are currently taxed at rates lower than that for ordinary income and may be
treated differently for other tax purposes.

In general, dividends paid under the Plan may be subject to a 31%
withholding tax if the taxpayer fails to provide the Company with his/her
taxpayer identification number or to report properly interest and dividend
income on his/her tax return.

DISPOSITION OTHER THAN SALE

If an employee makes a gift of some shares or owns shares at death,
special tax rules apply. Information on these rules will be furnished upon
request.

TAX CONSEQUENCES WILL VARY DEPENDING ON THE TAXPAYER, AND SPECIFIC TAX
QUESTIONS SHOULD BE DISCUSSED BY EACH PARTICIPANT WITH HIS OR HER OWN TAX
ADVISOR.

24. MAY THE PLAN BE CHANGED OR DISCONTINUED?

The Board of Directors of the Company may suspend or terminate the Plan at
any time. The Board may also modify the Plan, except that it cannot decrease the
Purchase Price of the shares, increase the maximum number of shares an employee
may purchase, increase the total number of shares available under the Plan, or
change the eligibility requirements for employees wishing to participate. The
total number of shares available under the Plan may be increased and other
changes may be made, however, as a result of action taken by the shareholders of
the Company entitled to vote thereon.

<PAGE>

25. WHO MAKES FINAL DETERMINATIONS UNDER THE PLAN?

The Chief Financial Officer, Treasurer or any other officer designated by
the Board of Directors of the Company shall decide all questions arising under
the Plan, unless any such determination is reserved to the Board of Directors.

26. ARE THERE ANY EXPENSES TO EMPLOYEES IN CONNECTION WITH PURCHASES MADE UNDER
THE PLAN?

In the case of a purchase of Common Stock on the open market, or in the
event of the sale or transfer of stock purchased under the Plan, brokerage
commissions, taxes and service charges will be paid by the employee. All other
administrative costs and fees are paid by the Company.

27. WHAT HAPPENS IN THE EVENT OF A STOCK DIVIDEND OR A STOCK SPLIT?

Any stock dividend or split shares distributed by the Company on shares
held in the Plan, including fractional shares, will be credited to the
participant's account. Stock dividends or split shares distributed on shares
held by the shareholder will be made directly to the shareholder in the same
manner as to shareholders who are not participating in the Plan.

28. IF THE COMPANY HAS A COMMON STOCK RIGHTS OFFERING, HOW WILL THE RIGHTS ON
THE PLAN SHARES BE HANDLED?

No preemptive rights attach to the Common Stock of the Company. If the
Company should, nevertheless, determine to offer securities through the issuance
of rights to subscribe, warrants representing the rights on all Plan shares
registered in the name of a nominee of the Company will be issued. The Company
will sell such rights, credit each participant's account in proportion to the
whole and fractional shares held therein on the record date for such rights, and
apply the proceeds to the purchase of additional shares of the Company's Common
Stock. Any participant who wishes to exercise stock purchase rights on his/her
Plan shares must request, prior to the record date for any such rights, that the
Company forward to him/her a certificate for whole shares as provided in the
answer to Question 13.

Warrants representing rights on shares registered in a participant's name
will be mailed directly in the same manner as to the shareholders not
participating in the Plan

29. WHO BEARS THE RISK OF MARKET PRICE FLUCTUATION IN THE COMPANY'S COMMON
STOCK?

A participant bears the market risk with respect to all of his/her shares
whether held in his/her Plan account or held directly.

The Common Stock offered hereby will be sold at a discount from the market
price. (See Question 11.) The price received by the Company for the shares
offered hereby is subject,

<PAGE>

among other items, to market conditions at the date the price of the shares is
determined. Therefore, the shares may be sold at a price below underlying book
value or at a price equal to, or in excess of, book value.

The Company does not believe that the sale of the stock pursuant to the
Plan, which shares may from time to time sell at a discount to book value, will
have any material effect on its business, financial capabilities and planned
construction projects.

30. ARE THERE ANY RESTRICTIONS ON THE RESALE OF COMMON STOCK DISTRIBUTED UNDER
THE PLAN?

All or any part of the shares obtained under the Plan may be sold publicly
from time to time by employees who are not "affiliates" of the Company within
the meaning of the Securities Act of 1933 (the "Securities Act") without
restriction. "Affiliates" may generally sell shares purchased under the Plan
only by compliance with the applicable requirements of Rule 144 under the
Securities Act, other than the holding period requirement of the Rule, or
pursuant to a re-offering prospectus if one is filed by the Company and becomes
effective under the Securities Act. An "affiliate" is a person who directly or
indirectly controls, or is controlled by, or is under common control with, the
Company.

31. IS THE PLAN SUBJECT TO THE PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974 ("ERISA")?

No. The Plan is not subject to ERISA.

32. WHERE SHOULD CORRESPONDENCE REGARDING THE PLAN BE DIRECTED?

MAIL:

All correspondence concerning the Plan should be addressed to the Company
and, on or after September 1, 1998, to:

The Bank of New York
c/o Dividend Reinvestment Department
P.O. Box 1958
Newark, New Jersey 07101-9774

Please include a reference to MarketSpan Corporation in all correspondence.

<PAGE>

Participants may also contact the Plan Administrator as follows:

TELEPHONE:

MarketSpan Corporation Investor Relations: (516) 545-4914
or
(718) 403-3196

First Chicago (until September 1, 1998): (800) 633-9394

The Bank of New York: (800) 482-3638

Customer Service Representatives are available: 8:00 a.m. - 6:00 p.m.,
eastern standard time, each business day.

Interactive Voice Response: (800) 482-3638.

INTERNET:

The Bank of New York's Internet address is: "http://stock.bankofny.com"

<PAGE>

DESCRIPTION OF COMMON STOCK

GENERAL: The Company is presently authorized under its Certificate of
Incorporation to issue 450,000,000 shares of Common Stock, par value $0.01 per
share.

DIVIDENDS: Any dividends paid on shares of Common Stock will be paid in
each quarterly period on the first day of February, May, August and November.

Although the Company contemplates the payment of dividends, the payment of
future dividends is dependent upon, among other factors, action by the Company's
Board of Directors, the Company's financial condition, future earnings and the
availability of cash.

DIVIDEND LIMITATIONS: No dividends may be declared on Common Stock unless
all past and current dividends on outstanding Preferred Stock have been paid or
declared and set apart for payment.

VOTING RIGHTS: Ordinarily, the holders of the Company's Common Stock have
sole voting power to elect the Company's Directors. The Company's Certificate of
Incorporation provides, however, that the Board of Directors may, from time to
time, determine the extent of the voting rights, if any, of the shares of each
series of Preferred Stock and determine whether the shares of any such series
having voting rights shall have multiple votes per share.

PREEMPTIVE RIGHTS: Holders of the Company's Common Stock do not have
preemptive rights to purchase additional shares of Common Stock or securities
convertible into such shares.

OTHER RIGHTS: In the event of liquidation, the holders of the Common Stock
are entitled to all assets that remain after satisfaction of creditors and the
liquidation preferences of outstanding Preferred Stock. The outstanding shares
of Common Stock are, and the additional shares of Common Stock which may be
offered hereby upon issuance will be, fully paid and nonassessable.

The number, designation, relative rights, preferences and limitations of
the shares of the Preferred Stock, if any, and of the Common Stock of the
Company are stated in full in the Company's Certificate of Incorporation.

LISTING: The outstanding shares of Common Stock and the additional Common
Stock offered hereby are listed on the New York Stock Exchange and the Pacific
Stock Exchange.

TRANSFER AGENT AND REGISTRAR: The transfer agent and registrar for the
Common Stock is The Bank of New York, Shareholder Services Dept., Church Street
Station, P.O. Box 11258, New York, New York 10286-1258.

<PAGE>

LEGALITY

The legality of the Common Stock offered hereby has been passed upon for
the Company by Leonard P. Novello, Senior Vice President and General Counsel. As
of the date of the closing of the transactions involving LILCO and one or both
of LIPA and KeySpan, Mr. Novello owned approximately 7,509 shares of Common
Stock.

EXPERTS

The financial statements of (i) LILCO appearing in its Annual Report on
Form 10-K/A for the year ended December 31, 1996, incorporated herein by
reference, and (ii) KeySpan appearing in its Annual Report on Form 10-K for the
year ended September 30, 1997, incorporated herein by reference, have been
audited by Ernst & Young LLP and Arthur Andersen LLP, respectively, as set forth
in their reports thereon included therein and incorporated herein by reference.
Such financial statements are incorporated herein by reference in reliance upon
such reports given upon the authority of such firms as experts in accounting and
auditing.

None of the experts referred to herein as having prepared or certified any
part of the Registration Statement were employed on a contingent basis or, at
the time of such preparation or certification or at any time thereafter, had or
has a substantial interest in the registrant or any of its subsidiaries as a
promoter, underwriter, voting trustee, Director, Officer or employee except Mr.
Novello. Mr. Novello is an indemnitee of the Company, being a party to an
Indemnification Agreement. Under the provisions of that agreement, Mr. Novello
is indemnified for any losses associated with rendering the legality opinion to
the extent permitted under the New York Business Corporation Law (the "BCL").

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sections 721-726 of Article 7 of the BCL provide for the indemnification
and advancement of expenses to officers and directors. Section 721 provides that
indemnification and advancement pursuant to the BCL are not exclusive of any
other rights an officer or director may be entitled to, provided that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled. Section 722 provides that a
corporation may indemnify an officer or director, in the case of third party
actions, against judgments, fines, amounts paid in settlement and reasonable
expenses and, in the case of derivative actions, against amounts paid in
settlement and reasonable expenses, provided that the director or officer acted
in good faith, for a purpose which he reasonably believed to be in the best
interests of the corporation and, in the case of criminal actions, had no
reasonable cause to believe his conduct was unlawful. In addition, statutory
indemnification may not be provided in derivative actions (i) which are settled
or otherwise disposed of or (ii) in which the director or

<PAGE>

officer is adjudged liable to the corporation, unless and only to the extent a
court determines that the person is fairly and reasonably entitled to indemnity.
Section 723 provides that statutory indemnification is mandatory where the
director or officer has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding. Section 723 also provides
that expenses of defending a civil or criminal action or proceeding may be
advanced by the corporation upon receipt of an undertaking to repay them if and
to the extent the recipient is ultimately found not to be entitled to
indemnification. Section 725 provides for repayment of such expenses when the
recipient is ultimately found not to be entitled to indemnification. Section 726
provides that a corporation may obtain indemnification insurance indemnifying
itself and its directors and officers. The Company has in effect insurance
policies providing both directors and officers liability coverage and corporate
reimbursement coverage.

Section 402(b) of the BCL provides that a corporation may include in its
certificate of incorporation a provision limiting or eliminating, with certain
exceptions, the personal liability of directors to a corporation or its
shareholders for damages for any breach of duty in such capacity. The Company's
Certificate of Incorporation eliminates personal liability of Directors to the
extent permitted by New York law.

The Company's Certificate of Incorporation provides generally that the
Company shall, except to the extent expressly prohibited by the BCL, indemnify
each of its officers and directors made or threatened to be made a party to any
action, suit or proceeding, or appeal thereof, whether civil, criminal,
administrative or investigative by reason of the fact that such person is or was
a director or officer of the Company against all expense, liability and loss
(including, but not limited to, all attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith. The
Company's Certificate of Incorporation further provides for advancement and
reimbursement of such expenses incurred by an officer or director in defending
any action or proceeding in advance of the final disposition thereof upon
receipt of an undertaking by such person to repay such amount if, and to the
extent that, such person is ultimately found not to be entitled to
indemnification.

<PAGE>
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE PLAN. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN
THOSE TO WHICH IT RELATES, OR AN OFFER OR SOLICITATION WITH RESPECT TO THOSE
SECURITIES TO WHICH IT RELATES TO ANY PERSON IN ANY JURISDICTION WHERE SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF.

TABLE OF CONTENTS
PAGE
Available Information..............2
Incorporation of Certain
Documents by Reference..........2
Description of the Plan............4
Description of Common Stock.......15
Legality..........................16
Experts...........................16
Indemnification of Directors
and Officers. . . . . . . . . .16

MARKETSPAN CORPORATION
--------------------
EMPLOYEE DISCOUNT STOCK PURCHASE PLAN
--------------------

750,000 Shares
of Common Stock
($0.01 Par Value)
--------------------
PROSPECTUS
--------------------

May 28, 1998

- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
----------------------------------

Item 7. Exemption from Registration Claimed.Not Applicable.

Item 8. List of Exhibits. (See "Exhibit Index")

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each report filed by
the Company pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,

<PAGE>

each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in this prospectus and furnished pursuant to the requirements of Rule
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information is required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT OR AMENDMENT THERETO TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN HICKSVILLE, IN THE TOWN OF OYSTER BAY AND THE
STATE OF NEW YORK, ON THE 28TH DAY OF MAY, 1998.

MARKETSPAN CORPORATION

By /S/ CRAIG G. MATTHEWS
----------------------------
CRAIG G. MATTHEWS
(Executive Vice President,
Chief Financial Officer)

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.

By: /s/ CRAIG G. MATTHEWS
--------------------------
CRAIG G. MATTHEWS (On behalf of
the issuer, individually, and as an
officer and as attorney-in-fact
for each of the persons indicated)

ORIGINAL POWERS OF ATTORNEY, AUTHORIZING CRAIG G. MATTHEWS AND KATHLEEN A.
MARION AND EACH OF THEM, TO SIGN THE REGISTRATION STATEMENT AND ANY AMENDMENTS
THERETO, AS ATTORNEY-IN-FACT FOR THE DIRECTORS AND OFFICERS OF THE COMPANY, AND
A CERTIFIED COPY OF THE RESOLUTION OF THE BOARD OF DIRECTORS OF THE COMPANY
AUTHORIZING SAID PERSONS AND EACH OF THEM TO SIGN THE REGISTRATION STATEMENT AND
AMENDMENTS THERETO AS ATTORNEY-IN-FACT FOR ANY OFFICERS SIGNING ON BEHALF OF THE
COMPANY, ARE BEING FILED OR WILL BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION.

<PAGE>

EXHIBIT INDEX

Exhibits listed below which have been filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act
of 1934, and which were filed as noted below, are hereby incorporated by
reference and made a part of this report with the same effect as if filed
herewith.

4(a) Certificate of Incorporation of BL Holding Corp., now known as MarketSpan
Corporation, dated April 15, 1998 and Amendment to Certificate of
Incorporation of the Company dated May 21, 1998 (filed May 26, 1998 as
Exhibit 1 to the Company's Form 8-A12b)

4(b) By-laws of the Company (filed May 26, 1998 as Exhibit 2 to the Company's
Form 8-A12b)

*5 Opinion of Leonard P. Novello, Senior Vice President and General Counsel of
the Company, with respect to the legality of the securities being
registered.

*15 Letter re unaudited interim financial information.

*23(a) Consent of Ernst & Young LLP, Independent Auditors.

*23(b) Consent of Arthur Andersen LLP, Independent Auditors.

*24(a) Powers of Attorney executed by the Directors of the Company.

*24(b) Certificate as to Corporate Power of Attorney.

- ------------------
*Filed Herewith

EI-1

MARKETSPAN CORPORATION
175 EAST OLD COUNTRY ROAD
HICKSVILLE, NEW YORK 11801

EXHIBIT 5

May 27, 1998

MarketSpan Corporation
175 East Old Country Road
Hicksville, New York 11801

Re: Employee Discount Stock Purchase Plan
-------------------------------------

Gentlemen:

As Senior Vice President and General Counsel for MarketSpan Corporation
(the "Company"), I am familiar with the proposal of the Company to issue and
sell shares of its Common Stock par value $0.01 per share (the "Common Stock")
pursuant to an Investor Program (the "Plan"). In connection with the proceedings
before the Securities and Exchange Commission with respect thereto, I submit
this opinion and hereby consent to its use as Exhibit 5 to the Company's
Registration Statement on Form S-8 (the "Registration Statement") proposed to be
filed by the Company under the Securities Act of 1933, as amended, and to the
use of my name in said Registration Statement and the Prospectus forming a part
thereof (the "Prospectus").

I am familiar with the Certificate of Incorporation and By-Laws of the
Company, as well as the Registration Statement and the Prospectus relating to
the Plan.

Based upon the foregoing and upon my general familiarity with the affairs
of the Company, I advise you that in my opinion:

1. The Company is a corporation duly organized and validly existing under
the laws of the State of New York.

2. No state regulatory body or agency has jurisdiction over the transaction
proposed by the Company or any part thereof.

3. No federal commission or agency other than the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, has jurisdiction over
the transaction proposed by the Company or any part thereof.

4. All action necessary to make valid the issuance and sale of the Common
Stock will have been taken when (a) the Registration Statement shall have become
effective; (b) the Board of Directors of the Company shall have taken
appropriate action to approve and authorize the issuance and sale of the Common
Stock on the terms set forth in the Registration Statement;

<PAGE>

MARKETSPAN CORPORATION
May 27, 1998
Page Two

and (c) the Company shall have received the full consideration therefor (not
less than $0.01 per share).

5. When the foregoing steps shall have been taken, the Common Stock (a)
will conform in all substantial respects to the description of the Common Stock
contained in the Registration Statement and (b) will be legally and validly
issued, fully paid and nonassessable.

6. The offering of the Common Stock is not subject to preemptive rights
under the laws of the State of New York.

Very truly yours,

/s/ Leonard P. Novello

Leonard P. Novello
Senior Vice President and
General Counsel

Exhibit 15

[Arthur Andersen Letterhead]
1345 Avenue of the Americas
New York, NY 10405-0032

May 27, 1998

MarketSpan Corporation
175 East Old Country Road
Hicksville, NY 11801

Gentlemen:

We are aware that MarketSpan Corporation has incorporated by reference in its
current Registration Statement on Form S-8, The Brooklyn Union Gas Company's
Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997, and KeySpan
Energy Corporation's Form 10- Q for the quarters ended December 31, 1997 and
March 31, 1998 which includes our reports dated April 23, 1997, July 23, 1997,
January 22, 1998 and April 30, 1998,, respectively, covering the unaudited
interim financial information contained therein. Pursuant to Regulation C of the
Securities Act of 1933, our report is not considered a part of the registration
statement prepared or certified by our firm or a report prepared or certified by
our firm within the meaning of Sections 7 and 11 of the Act.

Very truly yours,

/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP

<PAGE>

Exhibit 23(a)

Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) and related Prospectus pertaining to the
Employee Stock Purchase Plan of MarketSpan Corporation and to the incorporation
by reference therein of our report dated January 31, 1997, with respect to
financial statements and schedule of Long Island Lighting Company included in
its Annual Report (Form 10-K/A) for the year ended December 31, 1996, filed with
the Securities and Exchange Commission.

Melville, New York /s/ Ernst & Young LLP
May 26, 1998

<PAGE>

Exhibit 23(b)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated October 22, 1997,
included in KeySpan Energy Corporation's Form 10-K for the year ended September
30, 1997 and to all references to our firm included in this registration
statement. Such Form 10-K has been incorporated by reference in this
registration statement.

/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New York, New York
May 27, 1998

Exhibit 24(a)

Registration Statement

Marketspan Corporation

Certificate as to Power of Attorney

WHEREAS, MarketSpan Corporation (the "Corporation"), a New York
corporation, intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1933, as amended, (the "Act") one or more
Registration Statements on Form S-3 covering the registration under the Act, and
the rules and regulations thereunder, of the Common Stock of the Corporation, to
be issued on a continuous basis under an investor common stock issuance and
dividend reinvestment, and

WHEREAS, the Corporation intends to file with the Securities and Exchange
Commission under the Act one or more Registration Statements on Form S-8
covering the registration under the Act, and the rules and regulations
thereunder, of the Common Stock of the Corporation, to be issued to employees
and/or directors pursuant to one or more stock purchase plans.

NOW, THEREFORE, in my capacity as Corporate Secretary of MarketSpan
Corporation, I do hereby certify that Craig G. Matthews has been appointed by
the Board of Directors of MarketSpan Corporation with power to execute, among
other documents, said Report, any amendment to said Report and any other
documents required in connection therewith, and to file the same with the
Securities and Exchange Commission.

WITNESS my hand and the seal of the Corporation this 21st day of
May, 1998.

/S/ KATHLEEN A. MARION
----------------------
KATHLEEN A. MARION
Corporate Secretary

(Corporate Seal)

<PAGE>

Exhibit 24(b)

Registration Statement

MarketSpan Corporation

Power of Attorney

NOW, THEREFORE, in my capacity either as a director or officer, or both as
the case may be, of the Corporation, I do hereby appoint CRAIG G. MATTHEWS and
KATHLEEN A. MARION, and each of them severally, as my attorneys-in-fact with
power to execute in my name and place, and in my capacity as a director or
officer, or both as the case may be, of the Corporation, such registration
statements, any amendment to such registration statements and any other
documents required in connection therewith, and to file the same with the
Securities and Exchange Commission.

IN WITNESS WHEREOF, I have executed this power of attorney this 21st day
of May, 1998.

/S/ WILLIAM J. CATACOSINOS
--------------------------
WILLIAM J. CATACOSINOS, Director

<PAGE>

Exhibit 24(b)

Registration Statement

MarketSpan Corporation

Power of Attorney

IN WITNESS WHEREOF, I have executed this power of attorney this 21st day
of May, 1998.

/S/ ROBERT B. CATELL
--------------------
ROBERT B. CATELL, Director