Exhibit 3(b)

                          LONG ISLAND LIGHTING COMPANY

                                     BY-LAWS

                         IN EFFECT ON DECEMBER 18, 1996




                                   ARTICLE I.
                                  STOCKHOLDERS


PLACE OF MEETING

      SECTION 1. All  meeting  of  stockholders  shall be held at the  principal
office of the  Company or at such other place  within the State of New York,  as
shall be stated in the notice of meeting.


ANNUAL MEETING

      SECTION  2.  Annual  stockholders'  meetings  shall  be held on the  third
Tuesday in April in each year or on such  other  date as the Board of  Directors
may designate.


SPECIAL MEETINGS

      SECTION 3. Special stockholders' meetings, except as otherwise required by
statute,  may be  called  at any  time by the  President  or a  majority  of the
Directors,  and it shall  be the duty of the  President  to call  such  meetings
whenever requested so to do in writing by stockholders  owning one-fourth of the
outstanding shares of stock of the Company entitled to vote at such meetings.


NOTICE OF MEETINGS

      SECTION  4.  Notice of the time,  place  and  object of all  stockholders'
meetings  shall be given by the  Secretary  by  mailing to each  stockholder  of
record  entitled to vote at his Post Office  address as the same  appears on the
books of the Company,  a printed or written notice of the same,  postage prepaid
and properly  addressed,  at least ten but not more than fifty days  previous to
such meeting.  No notice of an adjourned  meeting of stockholders  need be given
unless expressly required by statute.



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QUORUM

      SECTION 5. At all  stockholders'  meetings  the  holders of a majority  in
amount of the outstanding  shares of stock of the Company  represented in person
or by proxy in writing,  except as otherwise provided by law, shall constitute a
quorum for the transaction of business, except that in the absence of a quorum a
lesser number may adjourn the meeting to a fixed date thereafter.


ORDER OF BUSINESS

     SECTION 6. At all  stockholders'  meetings the Chairman shall establish the
order of business.


VOTING

      SECTION 7. At all stockholders' meetings all questions shall be determined
by vote of a majority of the stockholders  present in person or by proxy, unless
otherwise  specifically  provided  by  statute,  provided,   however,  that  any
qualified  voter may  demand a stock  vote,  and in that  case  such vote  shall
immediately be taken by written ballot,  and each stockholder  present in person
or by proxy shall be entitled to one vote for each share of stock  registered in
his or her name on the books of the  Company or in the name of any person  whose
proxy he may be, on the date fixed by  resolution  of the Board of  Directors as
the date of record as of which  stockholders  are entitled to notice and to vote
at any such  meeting,  but such  date  shall be not less  than ten nor more than
fifty days prior to the date of such meeting.

      At all  meetings  of the  stockholders  of the  Company the holders of the
Common  Stock shall be entitled to one vote for each share of such Common  Stock
held by them respectively, provided, however, that at all elections of Directors
of the Company,  each Common  stockholder  shall be entitled to as many votes as
shall equal the number of votes which (except for the provision as to cumulative
voting) he would be entitled to cast for the election of Directors  with respect
to his shares of stock  multiplied  by the number of Directors to be elected and
he may cast all such votes for a single  Director or may  distribute  them among
the number to be voted for, or any two or more of them, as he may see fit.

      At each meeting of the  stockholders  for the election of  Directors,  the
time for which the polls  shall  remain  open,  the  counting of the proxies and
ballots and all questions  touching the qualification of the votes, the validity
of the proxies and the acceptance or rejection of votes, shall be decided by two
Inspectors, who shall be appointed by the Board of Directors

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before such meeting, or if no such appointment shall have been made, then by the
presiding  officer  at the  meeting.  If for any  reason  any of the  Inspectors
previously  appointed shall fail to attend,  or refuse or be unable to serve, an
Inspector or  Inspectors in place of any so refusing or unable to serve shall be
appointed in like manner.



                                   ARTICLE II.
                               BOARD OF DIRECTORS


DUTIES AND QUALIFICATIONS OF DIRECTORS

      SECTION 1. The  affairs of this  Company  shall be managed by its Board of
Directors. A Director of this Company need not be a stockholder therein.


NUMBER AND ELECTION

      SECTION 2. The number of directors  constituting the entire Board shall be
not less than seven and not more than fifteen.  The number of directors shall be
fixed,  and may be changed at any time, at any meeting of the Board of Directors
by the vote of a majority  of the entire  Board.  No  decrease  in the number of
Directors,  however, shall shorten the term of any incumbent director. Directors
shall be elected by ballot by vote of the  stockholders at their annual meeting,
except  as  herein   otherwise   provided  for   vacancies   and  newly  created
directorships, in the manner provided by Article I hereof, to serve for one year
or until their successors are elected or chosen and qualified.


MEETINGS

      SECTION 3. The Board  shall  hold its first  regular  meeting  immediately
after the  meeting  of the  stockholders  at which  such  Board  shall have been
elected,  at the place  where such  meeting of  stockholders  was held,  for the
purpose of organization and the election of officers, and for the transaction of
such other  business as may be required by law or by these By-laws or designated
by the Board;  if a quorum of the  Directors  be present no prior notice of such
meeting shall be required. In case such meeting is not held, the Chairman of the
Board,  if there be one, or the  President  shall call the first  meeting of the
Board within two weeks after such meeting of stockholders.  In case the Chairman
of the Board or the President shall fail to call such meeting,  it may be called
by any Director.



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TIME AND PLACE OF MEETINGS

      SECTION  4.  The  time  and  place of  regular  meetings  of the  Board of
Directors  shall be fixed and may be changed at any time,  at any meeting of the
Board,  by the vote of a majority of the entire Board.  Special  Meetings of the
Board of Directors shall be held whenever called by the Chairman of the Board if
there be one or by the President or any two of the Directors.


NOTICE OF MEETINGS

      SECTION 5. Notice of the time, place and object of all Directors' meetings
shall be given by the  Secretary  at least  forty-eight  hours  previous to such
meeting.  Notice  shall not be  necessary,  however,  if all the  Directors  are
present or those absent waive notice.  Any notice pursuant to this Section 5 may
be given by mail, telegram or telefax.


QUORUM AND VOTING BY THE DIRECTORS

      SECTION 6. If all of the Directors consent in writing to the adoption of a
resolution authorizing any action required or permitted to be taken by the Board
of  Directors,  such  action  may be taken  without  a  meeting  of the Board of
Directors.

      At all meetings of the Board of  Directors,  a majority of the Board shall
constitute a quorum for the transaction of business unless otherwise provided by
law and, in the absence of a quorum, a lesser number may adjourn to a fixed date
thereafter.

      If a quorum is present, the vote of a majority of the Directors present at
the time of the vote shall  determine  all questions and be the act of the Board
of Directors.

      The  participation  by any Director in a meeting of the Board of Directors
by means of a conference telephone or similar communications  equipment allowing
all  persons  participating  in the  meeting to hear each other at the same time
shall constitute presence in person at such meeting for all purposes.


ORDER OF BUSINESS

      SECTION 7. At all meetings of the Board of Directors the  following  order
of business hall be substantially observed:

      (1)  Call to order  and  count of  quorum; 
      (2)  Approval  of  minutes  of preceding meeting; 
      (3) Reports of officers; 
      (4) Reports of committees;

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      (5)   Unfinished business;
      (6)   New business.

      The Board  shall make rules  respecting  the conduct of its  meetings  and
shall  designate a  Secretary  (who need not be a member of the Board) to act as
such at meetings of the Board.


COMMITTEES OF THE BOARD

      SECTION 8. The Board of Directors may by a resolution passed by a majority
of the whole Board appoint an Executive Committee, to consist of the Chairman of
such  Committee  and such number of Directors as the Board may from time to time
determine,  which shall have and may exercise  during the intervals  between the
meetings of the Board all the powers  vested in the Board  (except the power to:
fill  vacancies in the Board or in any  committee;  change the membership of the
Executive  Committee;  fix the  compensation of the Directors for serving on the
Board or on any Committee; submit to shareholders any action for approval; amend
or repeal any  resolution  of the Board which by its terms may not be amended or
repealed; and amend, repeal or adopt any by-law), subject, however, at all times
to previous  limitation by the Board. The Board shall have the power at any time
to change the membership of or discharge  such  Executive  Committee and to fill
vacancies in it. The  Executive  Committee may make rules for the conduct of its
business  and  may  appoint  such  committees  and  assistants  as it  may  deem
necessary.  A majority  of the  members of the said  Executive  Committee  shall
constitute a quorum.  The Chairman of the Executive  Committee  shall preside at
all  meetings  of the  Executive  Committee,  or in his  absence  the  Executive
Committee may designate a Chairman.

      The Board of  Directors  may also from time to time  appoint  standing  or
special  committees  with such  powers as may be granted to them by the Board of
Directors.


COMPENSATION OF DIRECTORS

      SECTION 9. Directors,  as such,  shall be paid such  compensation  for and
reimbursement  of expenses of their  attendance at regular and special  meetings
and at  meetings of special or standing  committees,  on an annual  basis or for
each meeting, as and in such amounts as the Board of Directors by resolution may
determine. The payment of such compensation shall not preclude any Director from
serving the Company in any other capacity and receiving compensation therefore.





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VACANCIES AND APPOINTMENT OF ADDITIONAL DIRECTORS

      SECTION 10. All vacancies in the Board of Directors  occurring  before the
Annual Meeting and all newly created directorships resulting from an increase in
the number of directors shall be filled by the Board of Directors at any regular
or special meeting of the Board and such new Directors shall hold office for the
balance of such unexpired  term or until their  successors are elected or chosen
and qualified.  In case the entire Board of Directors  shall die or resign,  any
stockholder may call a special meeting, and new Directors may be elected at such
special  meeting in the manner  provided for the election of Directors at annual
meetings.


RETIREMENT OF DIRECTORS

      SECTION  11.  Except  when  other  provisions  are  made by the  Board  of
Directors,  no  Director  shall  continue  in office past the date of the Annual
Meeting of  Shareowners  occurring in the calendar  year  following  the year in
which he reaches  his  seventy-  second  birthday.  In no event shall a Director
continue in office past the date of the Annual Meeting of Shareowners  occurring
in the calendar year  following  the year in which he reaches his  seventy-fifth
birthday.


RESIGNATION OF DIRECTORS

      SECTION 12. Any Director  may resign his office at any time by  submitting
his  resignation  in writing to take  effect from the time of its receipt by the
Company, unless some other time be therein specified, and then from that date.



                                  ARTICLE III.
                                    OFFICERS


OFFICES

      SECTION  1.  The  officers  of  the  Company  shall  be the  following:  a
President,  one or more Vice Presidents, a Secretary, a Treasurer, a Controller,
the Chairman of the Board of Directors, and, if one is elected by the Board, the
Vice Chairman of the Board of Directors; one or more Assistant Secretaries.

      Any two of said offices  except those of President and Vice  President may
be held by the same person.


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      The Board may by resolution  determine the duties of any office,  anything
in this Article III to the contrary notwithstanding.


QUALIFICATIONS

      SECTION 2. The  Chairman  and the Vice  Chairman of the Board of Directors
shall be Directors, but the remaining officers need not be Directors.

      The Board of Directors  may, by  resolution,  require any and all officers
(and other  employees) to give bonds to the Company,  with sufficient  surety or
sureties,  conditioned  for the  faithful  performance  of the  duties  of their
respective officers.


ELECTION

      SECTION 3. Officers shall be elected or appointed by vote of a majority of
the Board of Directors at its first  meeting  after the election of Directors at
the annual meeting of stockholders.

      All  officers  shall  serve  at the  will  of the  Board  or  until  their
successors  are elected or appointed and shall qualify and may be removed either
with or without cause by the majority vote of the Board of Directors.

      The Board shall fix the  salaries of the  officers  and shall  review such
salaries annually.

      In case of absence or  inability  to act of any officer of the Company and
of any person herein  authorized to act in his place, the Board of Directors may
from time to time  delegate  the  powers or duties of such  officer to any other
officer, or any Director or other person whom it may select.


CHAIRMAN AND VICE CHAIRMAN
OF THE BOARD OF DIRECTORS

      SECTION 4. (a) The Chairman of the Board of Directors shall preside at all
meetings of the Board of Directors and stockholders and shall perform such other
duties and have such other prerogatives and  responsibilities  as may, from time
to time, be determined by the Board of Directors.

      In the event of the absence or incapacity of the  President,  the Chairman
of the Board of Directors shall be vested with all the powers and perform all of
the duties of the President, unless and until otherwise ordered by the Board.

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            (b) The Vice Chairman of the Board of  Directors,  in the absence of
the  Chairman,  shall  preside at all  meetings  of the Board of  Directors  and
stockholders   and  shall   perform  such  other  duties  and  have  such  other
prerogatives  and  responsibilities  as may, from time to time, be determined by
the Board of Directors, or the Chairman of the Board of Directors.


PRESIDENT

      SECTION 5. The President,  unless the Board of Directors  shall  otherwise
provide,  shall be vested with the ordinary powers and duties  incidental to his
office  and  shall   perform  such  duties  and  have  such   prerogatives   and
responsibilities  as may,  from  time to time,  be  determined  by the  Board of
Directors or by the Chairman of the Board.

      He shall  preside at all  meetings  of the Board of  Directors  and of the
stockholders  in the absence of the Chairman  and Vice  Chairman of the Board of
Directors (if one is elected).


VICE PRESIDENTS

      SECTION 6. The Vice  Presidents  shall  perform  such duties and have such
prerogatives  and  responsibilities  as may, from time to time, be determined by
the Board of Directors.  The seniority of the Vice Presidents may be established
by the Board of  Directors  at its  discretion.  In the event of the  absence or
incapacity of the President and the Chairman of the Board,  the Directors at any
regular  meeting or at any special meeting called for that purpose may designate
one of the Vice  Presidents to be vested with all the powers and perform all the
duties of the President during such absence or incapacity of the President.


SECRETARY

      SECTION 7. The  Secretary  shall be vested  with the  ordinary  powers and
duties incidental to his office.

      He shall see that proper  notice is given of all  meetings  of  Directors,
stockholders  and committees,  shall attend such meetings and keep a true record
of their  proceedings and attest the same,  except as otherwise  provided by the
Board.

      He shall  also  keep the seal of the  Company  and  affix  the same to all
certificates  of stock and such other  instruments  requiring its seal as may be
directed by the Board of Directors.




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ASSISTANT SECRETARIES

      SECTION 8. The Assistant  Secretaries shall regularly perform such routine
duties and, on occasion,  such specific duties as may be assigned to them by the
Secretary.  In the  absence  or  incapacity  of  the  Secretary,  the  Assistant
Secretary  designated  by the  President  or Board of  Directors  shall have the
powers and perform all the duties of the Secretary.


TREASURER

      SECTION 9. The  Treasurer  shall be vested  with the  ordinary  powers and
duties  incidental  to  his  office.  He  shall  give a bond  for  the  faithful
performance of his duties if required by the Directors, such bond to be approved
by them as to form and sufficiency of surety.


CONTROLLER

      SECTION 10. The  Controller  shall be vested with the ordinary  powers and
duties  incidental  to his  office  and  shall  cause to be kept the  books  and
accounts of the  Company  and shall make the reports  required by law and by the
Board of Directors.  He shall be the Chief Accounting Office of the Company.  He
shall have such further  duties that may be assigned to him from time to time by
the Board of Directors.


RESIGNATION OF OFFICERS

      SECTION 11. Any  officer  may resign his office at any time by  submitting
his  resignation  in writing to take  effect from the time of its receipt by the
Company, unless some other time be therein specified, and then from that date.



                                   ARTICLE IV.
                                 INDEMNIFICATION


INDEMNIFICATION

      SECTION  1.  Except to the  extent  expressly  prohibited  by the New York
Business  Corporation  Law,  the  Company  shall  indemnify  each person made or
threatened to be made a party to any action or  proceeding,  whether  pending or
threatened, whether civil or criminal, by reason of the fact that such person or
such  person's  testator  or  intestate  is or was a director  or officer of the
Company, or serves or served at the request of the Company

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any other corporation,  partnership, joint venture, trust, employee benefit plan
or other  enterprise  in any  capacity,  against  judgments,  fines,  penalties,
amounts paid in settlement and reasonable  expenses,  including  attorneys' fees
and disbursements, incurred in connection with such action or proceeding, or any
appeal therein; PROVIDED, HOWEVER, that no such indemnification shall be made if
a judgment or other final  adjudication  adverse to such person establishes that
his or her 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 or she  personally  gained  in  fact a  financial  profit  or  other
advantage to which he or she was not legally entitled.

      The Company may, to the extent  authorized  from time to time by its Board
of  Directors,  grant  rights  of  indemnification,  and to the  advancement  of
expenses, to any employee or other agent of the Company to the fullest extent of
the  provisions  of this  Article  IV with  respect to the  indemnification  and
advancement of expenses of directors and officers of the Company.

      The Company  shall advance or promptly  reimburse  upon request any person
entitled to  indemnification  hereunder for all expenses,  including  attorneys'
fees  and  disbursements,   reasonably  incurred  in  defending  any  action  or
proceeding  in  advance of the final  disposition  thereof  upon  receipt of any
undertaking  by or on behalf of such person to repay such amount if, and only to
the   extent,   such  person  is   ultimately   found  not  to  be  entitled  to
indemnification,  provided,  however,  that such person shall  cooperate in good
faith with any  request by the Company  that  common  counsel be utilized by the
parties to an action or proceeding  who are similarly  situated  unless to do so
would be inappropriate due to actual or potential differing interests between or
among such parties.

      Nothing  therein  shall limit or affect any right of any person  otherwise
than  hereunder  to  indemnification  or  advancement  of  expenses,   including
attorneys'  fees,   under  any  statute,   rule,   regulation,   certificate  of
incorporation,   By-law,  insurance  policy,  contract,  vote  of  disinterested
shareholders or of disinterested directors, or otherwise.

      Anything in these By-laws to the contrary  notwithstanding,  no alteration
or  rescission of or amendment to this By-law  adversely  affecting the right of
any person to  indemnification  or  advancement of expenses  hereunder  shall be
effective until the 60th day following notice to such person of such action, and
no  alteration  or recission  of or  amendment to this By-law shall  deprive any
person  of his  or her  rights  hereunder  arising  out  of  alleged  or  actual
occurrences, acts or failures to act prior to such 60th day.


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      The Company shall not,  except by alteration or rescission of or amendment
to this By-law in a manner  consistent  with the preceding  paragraph,  take any
corporate  action or enter into any  agreement  which  prohibits,  or  otherwise
limits  the  rights of any person to,  indemnification  in  accordance  with the
provisions  of this By-law  except by  undertakings  contained  in  registration
statements filed with the Securities and Exchange  Commission which undertakings
are required by the Securities and Exchange  Commission.  The indemnification of
any person  provided by this By-law shall  continue after such person has ceased
to be a director  or officer of the  Company  and shall  inure to the benefit of
such person's heirs, executors, administrators and legal representatives.

      The  Company  is  authorized  to  enter  into  agreements  with any of its
directors and officers  extending rights to  indemnification  and advancement of
expenses to such person to the fullest extent  permitted by applicable  law, but
the  failure  to enter  into any such  agreement  shall not  affect or limit the
rights of such person  pursuant to this By-law,  it being  expressly  recognized
hereby that all directors and officers of the Company,  by serving as such after
the  adoption  hereof,  are acting in  reliance  hereon and that the  Company is
estopped to contend otherwise.

      In case any provision in this By-law shall be determined at any time to be
unenforceable  in any  respect,  the  other  provisions  shall not in any way be
affected or impaired  thereby,  and the  affected  provision  shall be given the
fullest possible enforcement in the circumstances, it being the intention of the
Company to afford  indemnification  and advancement of expenses to its directors
and officers,  acting in such  capacities or in the other  capacities  mentioned
herein, to the fullest extent permitted by law.

      For purposes of this By-law, the Company shall be deemed to have requested
a person to serve an employee  benefit plan where the performance by such person
of his or her  duties to the  Company  also  imposes  duties  on,  or  otherwise
involves  services by, such person to the plan or participants or  beneficiaries
of the plan,  and excise taxes  assessed on a person with respect to an employee
benefit  plan  pursuant  to  applicable  law shall be  considered  indemnifiable
expenses.  For purposes of this By-law,  the term  "Company"  shall  include any
legal successor to the Company,  including any corporation which acquires all or
substantially all of the assets of the Company in one or more transactions.


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                                   ARTICLE V.
                               AUTHORIZED ACTIONS


SIGNATURES TO INSTRUMENTS FOR PAYMENT OF MONEY

      SECTION 1. All  checks,  notes,  drafts or orders for the payment of money
shall be signed by the  Treasurer or such other officer or employee as the Board
of Directors authorize by resolution,  two such signatures being required except
where otherwise provided by the Board.


DEPOSITORIES

      SECTION 2. The Board of Directors shall from time to time designate one or
more  depositories  for the  keeping  of the  Company's  funds  which  shall  be
deposited therein by the Treasurer under the general direction of the Board.


LOANS

      SECTION 3. No loan shall be  contracted  in behalf of the  Company  unless
authorized by the Board.  When such  authorization  has been given by the Board,
any officer or agent of the Company  thereunto  authorized  may effect loans and
advances  for the  Company  and for such  loans may make,  execute  and  deliver
promissory  notes  or other  evidences  of  indebtedness  of the  Company.  Such
authority may be general or confined to specific instances.


CONTRACTS

      SECTION  4. The Board may  authorize  any  officer or  officers,  agent or
agents,  to enter into any contract or to execute and deliver in the name and on
behalf of the Company any contract or other instrument and such authority may be
general or may be confined to specific instances.


DISPOSITION OF SECURITIES

      SECTION 5. Stock certificates, bonds or other securities at any time owned
or held by the  Company  may be  sold,  transferred  or  otherwise  disposed  of
pursuant  to  authorization  by the Board  (subject to the consent of any public
agency,  the consent of which may be required by law) and when so  authorized to
be sold,  transferred or otherwise  disposed of may be transferred from the name
of the Company by the  signature  of the  President  or a Vice  President or the
Treasurer.

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VOTING OF SECURITIES

      SECTION 6. Unless otherwise ordered by the Board, the President, or in his
absence  or  inability  to act,  a Vice  President  shall  have  full  power and
authority  for, or on behalf of the  Company (a) to attend,  act and vote at any
meeting of the  stockholders  of any  corporation in which this Company may hold
stock,  or of which it may be a member,  and at such meeting to exercise any and
all rights and powers  incident to the  ownership of such stock,  which as owner
thereof the Company may exercise, or exercise as a member if present, and (b) to
execute a proxy or proxies empowering others to act as aforesaid.  The Board may
from time to time confer like powers upon any other person or persons.



                                   ARTICLE VI.
                                 CORPORATE STOCK


PREFERRED STOCK RESTRICTIONS

      SECTION 1.  Whenever and so long as any shares of  preferred  stock of the
Company shall be issued and  outstanding,  the provisions of Articles I, II, and
VII of these  By-laws  shall in all  respects  be subject to and  limited by the
voting  powers  and  restrictions  of said  preferred  stock as set forth in the
Certificate of Incorporation of the Company, as amended.


PREFERENCE STOCK RESTRICTIONS

      SECTION 2. Whenever and so long as any shares of  preference  stock of the
Company shall be issued and  outstanding,  the  provisions of Articles I, II and
VII of these  By-laws  shall in all  respects  be subject to and  limited by the
voting  powers and  restrictions  of said  preference  stock as set forth in the
Certificate of Incorporation of the Company, as amended.


CERTIFICATES OF STOCK

      SECTION 3.  Certificates  of stock shall be prepared by the Treasurer with
the approval of the Board of  Directors.  They shall be numbered in the order of
the  issuance  thereof  and shall be signed  (either  manually  or by  facsimile
engraved or printed) by the  President or a Vice  President and by the Treasurer
or Secretary or an Assistant  Secretary  and sealed with the seal of the Company
or  a  facsimile  engraved  or  printed  thereof.   When  the  certificates  are
countersigned by a transfer agent and by a

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registrar,  the signature of the transfer agent shall be executed manually or to
the extent permitted by statute, by facsimile engraved or printed; the signature
of the registrar,  however,  shall be executed manually.  In case any officer or
officers of the Company whose  signatures are facsimiles  engraved or printed on
stock  certificates while in office, or in case any such officer or officers who
shall have signed while in office, any certificates of stock of the Company of a
class in respect of which the  Company  shall have  appointed  a transfer  agent
and/or a  registrar,  shall cease to be such  officer or  officers,  by death or
otherwise,   before  the  certificates  of  stock  so  signed  shall  have  been
countersigned  by the transfer agent and/or  registrar or issued by the Company,
then in either case such certificates of stock nevertheless may be countersigned
by the transfer  agent and/or  registrar and issued by the Company with the same
force and  effect as though the  person or person  who shall  have  signed  such
certificates  as such  officer or  officers  (either  manually  or by  facsimile
signature) had not ceased to be such officer or officers of the Company; and the
Company by  resolution  of its Board of Directors may adopt the signature of any
officer or officers of the Company  appearing  on any such  certificates  of its
stock so signed who shall have ceased for any reason to hold office prior to the
issue of such certificates, and such certificates of stock shall thereafter have
the same force and effect as through the officer or officers signing the same or
whose facsimile  signature  appears thereon had not ceased to be such officer or
officers.  All  certificates  exchanged or returned to the Company shall be duly
cancelled.


ISSUANCE, TRANSFER, AND REGISTRATION OF CERTIFICATES

      SECTION  4. The Board may make such rules and  regulations  as it may deem
expedient concerning the issuance,  transfer and registration of certificates of
stock;  it may appoint one or more transfer agents or registrars of transfers or
both, and may require all  certificates of stock to bear the signature of either
or both.

      Shares of stock of this Company shall be transferable only on the books of
the  Company by the holder  thereof in person,  or by his or her  attorney  duly
authorized in writing,  upon surrender and  cancellation of the certificates for
said stock duly endorsed, and payment of the transfer tax, if any. The Board may
in its discretion appoint one or more transfer agents and one or more registrars
of the stock.

      In the case of the loss,  destruction or mutilation of any  certificate of
stock,  another  may be  issued  in  its  place  upon  proof  of  such  loss  or
destruction.  When  authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its  discretion  and as a condition  precedent to
the issuance

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thereof,  require the owner of such lost, destroyed or mutilated  certificate or
certificates, or his legal representative,  to advertise the same in such manner
as it shall  require  and/or  give the  Company a bond in such sum and with such
surety or sureties as it may direct as  indemnity  against any claim that may be
made against the Company with  respect to the  certificate  alleged to have been
lost, destroyed or mutilated.



                                  ARTICLE VII.
                                   AMENDMENTS


AMENDMENTS OF BY-LAWS

      SECTION 1. These By-laws  (except Article I, Sections 5 and 7; Article II,
Section 1 and 2) may be altered,  amended or  rescinded by vote of a majority of
the  Directors  of the  Company at any regular or special  meeting,  provided at
least three days' notice of such intention be given to each member of the Board.

      These   By-laws  may  also  be  altered,   amended  or  rescinded  by  the
stockholders  at any  regular  or special  meeting by vote of a majority  of the
shares of stock issued and  outstanding,  provided  notice of such  intention be
included in the notice of meeting, unless otherwise provided by law.



                                  ARTICLE VIII.
                                  MISCELLANEOUS


CORPORATE SEAL

      SECTION 1. The  corporate  seal of the Company shall be in the form of two
concentric  circles and shall have  inscribed  thereon  between said circles the
name "Long Island Lighting  Company" in the middle of the words "Corporate Seal"
and the year "1910."


STATUTES

      SECTION 2. Without repetition,  all mandatory and permissive provisions of
the Laws of the  State of New York  shall be deemed  incorporated  herein to the
extent applicable.





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