MARKETSPAN CORP
8-K/A, 1998-09-22
NATURAL GAS DISTRIBUTION
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  As filed with the Securities and Exchange Commission on September 21, 1998


                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549


                                  FORM 8-K/A

                                AMENDMENT NO. 1



                            CURRENT REPORT PURSUANT
                         TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


     Date of report (Date of earliest event reported): SEPTEMBER 11, 1998


                              MARKETSPAN CORPORATION
            (Exact Name of Registrant as Specified in Its Charter)


                                   NEW YORK
                (State or Other Jurisdiction of Incorporation)


            1-14161                            11-3431358
(Commission File Number)                     (IRS Employer Identification No.)

  175 East Old Country Road, Hicksville, New York                     11801
  One MetroTech Center, Brooklyn, New York                            11201
(Address of Principal Executive Offices)                          (Zip Code)

                          (516) 755-6650 (Hicksville)
                           (718) 403-1000 (Brooklyn)
             (Registrant's Telephone Number, Including Area Code)


             175 East Old Country Road, Hicksville, New York 11801
         (Former Name or Former Address, if Changed Since Last Report)


<PAGE>








The registrant  hereby amends and supplements the following items of its Current
Report on Form 8-K dated September 11, 1998:

Item 7.     FINANCIAL STATEMENTS AND EXHIBITS

      (a)   Financial Statements:             None

      (b)   Pro Forma Financial Information:  None

      (c)   Exhibits:

               3.1  By-Laws of  MarketSpan  Corporation,  as  amended,  filed as
                    Exhibit to the Company's Form 8-K on September 11, 1998

               16   Letter from Ernst & Young LLP to the Securities and Exchange
                    Commission  dated  September  16,  1998,  agreeing  with the
                    statements  contained  in Item 4 of the  Company's  Form 8-K
                    dated   September  11,  1998   regarding  a  change  in  the
                    certifying accountant, filed herewith.

               99.1 Press Release, dated August 24, 1998, filed as an Exhibit to
                    the Company's Form 8-K on September 11, 1998.

               99.2 Press Release, dated September 10, 1998, filed as an Exhibit
                    to the Company's Form 8-K on September 11, 1998.














                                Page 2

<PAGE>



                               SIGNATURES


            Pursuant to the requirements of the Securities Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                    MARKETSPAN CORPORATION


Dated:  September 21, 1998          By: /S/ CRAIG G. MATTHEWS
                                       --------------------------
                                          Name:  Craig G. Matthews
                                          Title: Executive Vice President and
                                                 Chief Financial Officer


                                Page 3

<PAGE>



                            INDEX TO EXHIBITS


EXHIBIT NUMBER    DESCRIPTION                                    PAGE
- --------------    -----------                                    ----

  16                Letter from Ernst & Young LLP to               5
                    the Securities and Exchange
                    Commission  dated  September  16,  1998,  
                    agreeing  with the statements  contained  
                    in Item 4 of the  Company's  Form 8-K
                    dated   September  11,  1998   regarding  
                    a  change  in  the certifying accountant


                                Page 4




ERNST & YOUNG LLP           787 Seventh Avenue              Phone: 212 773-3000
                            New York, New York 10019




September 16, 1998


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549


Gentlemen:

We have  read  Item 4 of Form  8-K  dated  September  11,  1998,  of  MarketSpan
Corporation  and are in agreement  with the  statements  contained in the second
sentence  of the first  paragraph,  and the second  paragraph  as they relate to
Ernst & Young LLP and Long Island Lighting Company. We have no basis to agree or
disagree with other statements of the registrant contained therein.

     

                                          /s/ ERNST & YOUNG LLP
















   Ernst & Young LLP is a member of Ernst & Young International, Ltd.

                                Page 5



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