KEYSPAN CORP
8-K, 2000-11-20
NATURAL GAS DISTRIBUTION
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


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



 Date of report (Date of earliest event reported) :            November 20, 2000


                               KEYSPAN 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)


                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)

                                        1

<PAGE>



Item 5.              Other Events.
                     ------------

     On November 20, 2000,  KeySpan  Corporation  (the  "Company")  issued $1.65
billion  aggregate  principal  amount  of  notes  (the  "Notes")  consisting  of
$700,000,000  aggregate  principal  amount of 7.25%  Notes due 2005 (the  "7.25%
Notes"),  $700,000,000  aggregate principal amount of 7.625% Notes due 2010 (the
"7.625% Notes") and $250,000,000  aggregate  principal amount of 8.00% Notes due
2030 (the "8.00% Notes").  The Notes were issued under the Company's  previously
filed  Registration  Statement  on Form S-3, as amended  (Reg.  No. 333- 43768),
dated  October  26,  2000  (the  "Registration  Statement"),   and  the  related
prospectus supplement, dated November 15, 2000.

Item 7.              Other Events.
                     ------------

     Financial  Statement,   Pro  Forma  Financial   Information  and  Exhibits.
     ---------------------------------------------------------------------------

(c)  Exhibits. The following Exhibits are filed as part of this Report and as an
     Exhibit to the Registration Statement.

     (1)  Indenture,  dated as of November 1, 2000,  between the Company and The
          Chase Manhattan Bank, as Trustee

     (2)  Form of 7.25% Note

     (3)  Form of 7.625% Note

     (4)  Form of 8.00% Note


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<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.



                                               KEYSPAN CORPORATION

Dated: November 20, 2000                       By:    /s/ Gerald Luterman
                                                   ----------------------
                                               Name:  Gerald Luterman
                                               Title: Senior Vice President and
                                                      Chief Financial Officer

                                        3

<PAGE>



                                INDEX TO EXHIBITS
                                -----------------


Exhibit No.       Exhibit                                                  Page
----------        -------                                                  ----

       4-a        Indenture, dated as of November 1, 2000 between
                  the Company and The Chase Manhattan Bank, as Trustee

       4-b        Form of 7.25% Note

       4-c        Form of 7.625% Note

       4-d        Form of 8.00% Note



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