Exhibit 10(m)


              AMENDMENT NO. 3 AND WAIVER TO THE CREDIT AGREEMENT

                            Dated as of July 19, 1996

            AMENDMENT No. 3 AND WAIVER TO THE CREDIT AGREEMENT among LONG ISLAND
LIGHTING COMPANY, a New York corporation (the "BORROWER"),  each of the banks as
set forth on the signature pages hereto (collectively,  the "BANKS"),  CITIBANK,
N.A.  ("CITIBANK") and THE CHASE MANHATTAN BANK, NATIONAL ASSOCIATION  ("CHASE")
as  co-agents  (as  hereinafter   defined),   CHASE  as  syndication  agent  (as
hereinafter  defined)  and  Citibank  as  administrative  agent (as  hereinafter
defined) for the Banks.

            PRELIMINARY STATEMENTS:

            1. The  Borrower,  the Banks and the  Co-Agents  have entered into a
Revolving  Credit  Agreement  dated as of June 27, 1989, and amendments  thereto
dated as of  October  13,  1989 and March 5, 1992  (such  Credit  Agreement,  as
amended,  supplemented  or  otherwise  modified  prior to the date  hereof,  the
"CREDIT  AGREEMENT").  Capitalized terms not otherwise defined in this Amendment
and Waiver have the same meanings as specified in the Credit Agreement.

            2.  The  Borrower   intends  to  (i)  reduce  the  total  Commitment
outstanding  under the Credit Agreement from $300,000,000 to $250,000,000 by (a)
releasing the interests of Bank of Tokyo-Mitsubishi Trust Company, The Long Term
Credit  Bank  of  Japan  and The  Tokai  Bank,  Ltd.  which  collectively  total
$30,000,000 who have chosen not to renew their  Commitments and (b) reducing the
Commitment of The Chase Manhattan Bank by $20,000,000;  (ii) modify the Transfer
of Assets  provision  contained in Section  5.02(b);  and (iii) appoint Chase as
Syndication  Agent (as defined below) and Citibank as  Administrative  Agent (as
defined below).

            NOW,  THEREFORE,  in consideration of the premises and of the mutual
covenants and agreements  contained  herein,  the parties hereto hereby agree as
follows:

            SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT.  The Credit Agreement
is,  effective  as of the date  hereof and  subject to the  satisfaction  of the
conditions precedent set forth in Section 3 hereof, hereby amended as follows:

      (a)   Section 1.01 is amended as follows:

            (i)   The definition of "Co-Agent" is amended in full to
read as follows:

                  "'CO-AGENT' means Citibank and Chase or such
                  successor Agent as is provided for in Section
                  7.05."



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                                        2
     (ii) Section 1.01 is amended by adding the following new  definition in the
appropriate alphabetical order: 

                 "'ADMINISTRATIVE AGENT' means Citibank."

                 "'SYNDICATION AGENT' means Chase."

      (b)   Section 5.02(b) is amended in its entirety to read as
follows:

                  "(b)  MERGERS,  SALE OF ASSETS,  ETC..  Merge with or into, or
            consolidate with or into, any Person, or sell,  assign,  transfer or
            otherwise  dispose of all or any material part of its assets,  other
            than  dispositions  of  assets no longer  required  in the  ordinary
            course of the Borrower's business."

      (c)  Section  7.01  is  amended  by  adding  in the  third  line  thereof,
immediately  after the phrase "the Co-Agents," the words "the Syndication  Agent
and the Administrative Agent" and adding in the forth line thereof,  immediately
after the phrase  "the Co-  Agents,"  the words "the  Syndication  Agent and the
Administrative Agent".

            SECTION  2.  WAIVER.  The Banks  hereby  waive the  requirements  of
Section 2.04 which requires the Borrower,  in seeking any Commitment  reduction,
to ratably reduce all of the Banks Commitments,  providing that the reduction is
in an amount of  $3,000,000  or an integral  multiple  thereof.  Following  this
Amendment  and Waiver the  Commitments  of the Banks under the Credit  Agreement
shall be those represented on Schedule 1 attached hereto.

            SECTION 3.  CONDITIONS OF  EFFECTIVENESS.  This Amendment and Waiver
shall become  effective when, and only when (i) the  Administrative  Agent shall
have received counterparts of this Amendment and Waiver executed by the Majority
Banks or, as to any of the  Banks,  advice  satisfactory  to the  Administrative
Agent that such  Banks  have  executed  this  Amendment  and Waiver and (ii) the
Administrative  Agent  shall  have  received  a  certificate,  dated the date of
receipt thereof by the Administrative Agent, in form and substance  satisfactory
to  the  Administrative  Agent,  signed  by a  duly  authorized  officer  of the
Borrower, stating that:

            (A) The  representations  and  warranties  contained  in the  Credit
      Agreement and in Section 4 hereof are correct in all material  respects on
      and as of the date of such  certificate  as though  made on and as of such
      date other than any such  representations  or  warranties  that,  by their
      terms, refer to a specific date other than the date of such


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                                        3

      certificate, in which case as of such specific date; and

            (B) No event has  occurred  and is  continuing  that  constitutes  a
      Default.

     SECTION 4.  REPRESENTATIONS  AND  WARRANTIES.  The Borrower  represents and
warrants as follows:

            (a) The execution,  delivery and performance by the Borrower of this
      Amendment and Waiver to the Credit  Agreement and the  consummation of the
      transactions  contemplated  hereby  are within  the  Borrower's  corporate
      powers and have been duly authorized by all necessary corporate action.

            (b) This  Amendment  and Waiver has been duly executed and delivered
      by the Borrower.  Assuming that this Amendment and Waiver is duly executed
      and  delivered by, and is within the power and authority of, the Co-Agents
      and the Majority Banks, this Amendment and Waiver is the legal,  valid and
      binding  obligation of the Borrower,  enforceable  against the Borrower in
      accordance  with its terms,  except as the  enforceability  thereof may be
      limited by bankruptcy,  insolvency,  moratorium,  reorganization  or other
      similar laws affecting  creditors' rights generally and subject to general
      principles of equity  (regardless of whether considered in a proceeding in
      equity or at law).

            SECTION 5. REFERENCE TO AND EFFECT ON THE LOAN  DOCUMENTS.  (a) Upon
the effective  date hereof,  on and after the date hereof each  reference in the
Credit  Agreement to "this  Agreement",  "hereunder",  "hereof" or words of like
import  referring to the Credit  Agreement and each  reference to  "thereunder",
"thereof" or words of like import referring to the Credit Agreement,  shall mean
and be a reference to the Credit Agreement as amended hereby.

            (b) Except as specifically  amended above,  the Credit  Agreement is
and shall  continue to be in full force and effect and is hereby in all respects
ratified and confirmed.

            (c) The execution,  delivery and effectiveness of this Amendment and
Waiver shall not, except as expressly  provided  herein,  operate as a waiver of
any  right,  power or  remedy  of any Bank or the  Co-Agents  under  the  Credit
Agreement,  nor  constitute  a  waiver  of any  provision  of any of the  Credit
Agreement.


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                                        4

     SECTION 6.  GOVERNING  LAW. This Amendment and Waiver shall be governed by,
and construed in accordance with, the laws of the State of New York.

            SECTION 7. EXECUTION IN COUNTERPARTS.  This Amendment and Waiver may
be executed in any number of  counterparts  and by different  parties  hereto in
separate  counterparts,  each of which when so executed and  delivered  shall be
deemed to be an original and all of which taken  together  shall  constitute but
one and the same agreement.  Delivery of an executed  counterpart of a signature
page to this  Amendment and Waiver by telecopier  shall be effective as delivery
of a manually executed counterpart of this Amendment and Waiver.

            IN WITNESS  WHEREOF,  the parties  hereto have caused this Amendment
and  Waiver  to  be  executed  by  their  respective   officers  thereunto  duly
authorized, as of the date first above written.

                                          BORROWER

                                          LONG ISLAND LIGHTING COMPANY


                                          By   /S/ THEODORE A. BABCOCK
                                          ----------------------------
                                                      Title: Treasurer

Agreed as of the date first above written:

CITIBANK, N.A.
      Individually and as Co-Agent

By:    /S/ SANDIP SEN
---------------------
      Name:       Sandip Sen, Attorney-in-Fact
      Title:      Vice President


THE CHASE MANHATTAN BANK
      Individually and as Co-Agent

By:    /S/ THOMAS L. CASEY
--------------------------
      Name:       Thomas L. Casey
      Title:      Vice President


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                                        5

BANKS

ABN AMRO BANK N.V. NEW YORK BRANCH
      By:   ABN AMRO NORTH AMERICA, INC.
            as Agent

By:   /S/ MARK R. LASEK
-----------------------
Name:       Mark R. Lasek
Title:      Vice President


By:  /S/ DAVID D. BRYANT
------------------------
Name:       David D. Bryant
Title:      Vice President


THE BANK OF NEW YORK

By: /S/ MARY LOU BRADLEY
------------------------
Name:       Mary Lou Bradley
Title:      Vice President


THE BANK OF NOVA SCOTIA

By: /S/ J. ALAN EDWARDS
-----------------------
Name:       J. Alan Edwards
Title:      Authorized Signatory



BANK OF TOKYO-MITSUBISHI TRUST COMPANY

By: /S/ AMANDA S. RYAN
----------------------
Name:       Amanda S. Ryan
Title:      Vice President


CANADIAN IMPERIAL BANK OF COMMERCE

By: /S/ DENIS P. O'MENNA
------------------------
Name:       Denis P. O'Menna
Title:      Associate Director


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                                        6

GULF INTERNATIONAL BANK B.S.C.

By:
Name:
Title:

THE LONG TERM CREDIT BANK OF JAPAN LTD.

By: /S/ RENE' O. LEBLANC
------------------------
Name:       Rene' O. LeBlanc
Title:      Deputy General Manager

THE TOKAI BANK LTD.

By: /S/ MASAHARU MUTO
---------------------
Name:       Masaharu Muto
Title:      Deputy General Manager

THE TORONTO-DOMINION BANK

By:
Name:
Title:

UNION BANK OF CALIFORNIA, N.A.

By: /S/ KARYSSA M. BRITTON
--------------------------
Name:       Karyssa M. Britton
Title:      Vice President

UNION BANK OF SWITZERLAND,
      NEW YORK BRANCH

By: /S/ PAUL R. MORRISON
------------------------
Name:       Paul R. Morrison
Title:      Vice President

By: /S/ ANDREW N. TAYLOR
------------------------
Name:       Andrew N. Taylor
Title:      Assistant Treasurer







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                                        7


                                   SCHEDULE 1


BANK                                                                COMMITMENT

ABN AMRO Bank, N.V.                                           $   5,000,000.00

The Bank of New York                                           $ 20,000,000.00

The Bank of Nova Scotia                                        $ 10,000,000.00

Canadian Imperial Bank of Commerce                             $ 12,000,000.00

The Chase Manhattan Bank, National Association                 $ 87,666,666.66

Citibank, N.A.                                                 $ 55,333,333.34

Gulf International Bank, B.S.C.                                $ 14,000,000.00

The Toronto-Dominion Bank                                      $ 26,000,000.00

Union Bank of California, N.A.                                 $ 10,000,000.00

Union Bank of Switzerland, New York Branch                     $ 10,000,000.00
                                                               ---------------

                                                TOTAL:         $250,000,000.00
                                                               ===============



                               NON-RENEWING BANKS

Bank of Tokyo-Mitsubishi Trust Company                         $ 10,000,000.00

The Long Term Credit Bank of Japan Ltd.                        $ 10,000,000.00

The Tokai Bank, Ltd.                                           $ 10,000,000.00
                                                               ---------------

                                                TOTAL:         $ 30,000,000.00
                                                               ===============