Exhibit 10.3


                         THE BROOKLYN UNION GAS COMPANY
                 d/b/a KEYSPAN ENERGY DELIVERY NEW YORK PROJECT

                           $82,000,000 PROMISSORY NOTE
                                       FOR
                          GAS FACILITIES REVENUE BONDS
                         (THE BROOKLYN UNION GAS COMPANY
         d/b/a KEYSPAN ENERGY DELIVERY NEW YORK PROJECT), 2005 Series A

                               New York, New York
                                November 1, 2005

     FOR VALUE  RECEIVED,  The Brooklyn  Union Gas Company d/b/a KeySpan  Energy
Delivery New York,  formerly known as The Brooklyn Union Gas Company, a New York
corporation (the "Company"),  promises to pay to the order of Citibank, N.A., as
trustee (the "Trustee") under the hereinafter  referred to Indenture,  in lawful
money  of the  United  States,  the  principal  sum of  $82,000,000  (the  "Loan
Amount"),  together with:  (a) interest  thereon at such rate or rates as in the
aggregate will produce an amount equal to the total of all interest becoming due
and  payable  on  $82,000,000  principal  amount  of the New York  State  Energy
Research and Development  Authority's Gas Facilities Revenue Bonds (The Brooklyn
Union Gas Company d/b/a KeySpan Energy  Delivery New York Project),  2005 Series
A, dated as of November 1, 2005 (the "Bonds"),  issued  pursuant to an Indenture
of Trust (the  "Indenture")  dated as of November 1, 2005,  between the New York
State Energy  Research  and  Development  Authority  (the  "Authority")  and the
Trustee;  and (b) such redemption  premiums and other amounts as are required to
be paid by the Company to the Authority as part of the payments  provided in the
Participation  Agreement  dated as of November 1, 2005,  between the Company and
the Authority (the "Participation  Agreement").  The terms and provisions of the
Participation  Agreement  are  incorporated  herein by reference and made a part
hereof.  The foregoing  amounts shall be paid in installments and in the amounts
which shall be due and payable as provided  below.  Except as otherwise  defined
herein, all capitalized words and terms used herein have the same meanings as in
the  Indenture  of Trust  relating  to the Bonds,  dated as of November 1, 2005,
between the Authority and the Trustee.

     The Company shall make Company  Obligation  Payments to the Trustee in such
coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private  debts.  The Company shall
make payment to the Trustee (i) no later than 12:00 noon (New York City time) on
each Interest Payment Date into the Bond Fund for credit to the Interest Account
established  pursuant to Section 6.02 of the Indenture  the amount  required for
the payment of the interest  payable on the  Outstanding  Bonds on such Interest
Payment  Date;  and (ii) the last  Business  Day  prior to the day on which  any
redemption is to occur or on the last Business Day prior to the Stated Maturity,
into the Bond Fund for credit to the Redemption Account or the Principal Account
established  pursuant  to Section  6.02 of the  Indenture,  as  directed  by the
Company,  the amount  required to pay  principal  of and  premium,  if any,  and
accrued  interest on any Bonds called for redemption or at the Stated  Maturity,
the amount required to pay the principal of the Bonds.


<PAGE>


     In addition,  the Company shall pay an additional amount to the Trustee for
deposit in the Bond Fund and credit to the Principal Account,  Interest Account,
Redemption  Account  or to be applied to the  payment  of the  principal  of and
premium,  if any, and interest  payable upon  redemption of any Bond pursuant to
Article IX of the Indenture.

     The payment  obligations  of the Company under this Company  Obligation (as
defined in the  Indenture)  shall be deemed to be discharged and this note shall
be cancelled in the event that the Bonds shall have been  accelerated  under the
Indenture  and the  Company  shall  have paid or  caused to be paid all  amounts
required  under the  Participation  Agreement to be paid upon the  occurrence of
such acceleration.

     In the event the Company  should fail to make any of the payments  required
by this note or the  Participation  Agreement to be made to the  Authority,  the
item or installment so in default shall continue as an obligation of the Company
until the amount in default shall have been fully paid,  and the Company  agrees
to pay the same  with  interest  thereon  at the rate of  interest  borne by the
Bonds,  to the extent,  but not exceeding  the maximum  rate,  permitted by law,
until paid; provided,  however, that if such failure to pay results in a payment
of  principal  of, or  premium,  if any, or interest on the Bonds not being made
when due and  payable,  the Company  shall pay the same with  interest  thereon,
which  interest  shall also  constitute an obligation of the Company at the same
rate of interest per annum as that payable on the Bonds.

     This note shall finally  mature on February 1, 2024.  The Company shall not
prepay this note or any portion  thereof except as necessary in connection  with
the  redemption  prior to  maturity  of all or a portion of the  Bonds,  or upon
acceleration  of  maturity  of the  Bonds  or  pursuant  to  Article  XVI of the
Indenture.

     If the  Company  should  default  in the  payment  of  any  installment  of
principal of, premium, if any, and interest due under this note or if any one or
more of the events of default  specified in the  Participation  Agreement should
occur, and if any such default is not remedied as provided in the  Participation
Agreement,  the Authority or the Trustee then,  or at any time  thereafter,  may
give  notice to the  Company  declaring  all  unpaid  amounts  of this note then
outstanding,  together  with all  other  unpaid  amounts  outstanding  under the
Participation  Agreement,  to be  immediately  due and payable,  and  thereupon,
without  further  notice  or  demand,  all  such  amounts  shall  become  and be
immediately  due and  payable.  Any  failure to exercise  this option  shall not
constitute  a waiver of the right to exercise  the same at any time in the event
of any continuing or subsequent  default. In the event of default in the payment
of this  note,  the  undersigned  hereby  agrees  to pay all costs  incurred  in
connection  with  the  collection  of the  amounts  then due  hereon,  including
reasonable  attorneys'  fees.  The  payments  hereunder  shall be payable at the
applicable  Principal  Corporate  Trust  Office of the Trustee in New York,  New
York.

     The Company  agrees  that its  obligation  to make the  Company  Obligation
Payments at the times and in the amounts provided in the Company  Obligation and
to make all other payments provided for in the Participation  Agreement shall be
absolute,  irrevocable and unconditional and shall not be subject to any defense
(other  than   payment)  or  any  rights  of  setoff,   recoupment,   abatement,


                                       2

<PAGE>


counterclaim  or  deduction  and  without any rights of  suspension,  deferment,
diminution or reduction it might otherwise have against the Authority or Trustee
or the owner of any Bond.

     The Company  hereby  waives  presentment  for payment,  demand,  demand and
protest and notice of protest, demand and dishonor and nonpayment of this note.

     This  note  and all  instruments  securing  the  same  are to be  construed
according to the law of the State of New York.











                                       3

<PAGE>


     IN WITNESS  WHEREOF,  the Company has caused this Company  Obligation to be
duly executed and delivered as of November 1, 2005.

                                          THE BROOKLYN UNION GAS COMPANY d/b/a
                                          KEYSPAN ENERGY DELIVERY NEW YORK


(SEAL)
                                          By:_________________________________
ATTEST:

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












                                       4