<PAGE>

        UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D. C. 20549
                           FORM 10-K/A
(Mark One)
 X  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934
For the fiscal year ended           September 30, 1996           
                               OR
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE      
    SECURITIES EXCHANGE ACT OF 1934
For the transition period from                 to                

Commission file number                   1-722                   

                 THE BROOKLYN UNION GAS COMPANY                  
     (Exact name of Registrant as specified in its charter) 

           New York                               11-0584613     
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)               Identification No.)

ONE METROTECH CENTER, BROOKLYN, NEW YORK          11201-3850     
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code  718-403-2000 

Securities registered pursuant to Section 12(b) of the Act:
                                           Name of Each Exchange on
     Title of Each Class                       Which Registered   
Common Stock-$.33 1/3 par value            New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.  Yes  X   No    
     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  (X)
     Aggregate market value of registrant's voting Common Stock
held by non-affiliates as of December 16, 1996 was approximately
$1.5 billion.
     On December 18, 1996 the Company had 49,993,378 shares of
Common Stock outstanding.
              DOCUMENTS INCORPORATED BY REFERENCE 
                                                        Part of
Documents                                               Form 10-K
Proxy Statement dated December 30, 1996                 Part III
<PAGE>
               SECURITIES AND EXCHANGE COMMISSION 
                      Washington, DC 20549


               AMENDMENT TO APPLICATION OR REPORT
            Filed pursuant to Section 12, 13 or 15(d)
             of the Securities Exchange Act of 1934


                         Amendment No. 1

     The registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form
10-K for the fiscal year ended September 30, 1996 (the "Form 10-K")
as set forth in the pages attached hereto:

     Item 10 - Directors and Executive Officers of the            
               Registrant.

     Item 11 - Executive Compensation.
     
     Item 12 - Security Ownership of Certain Beneficial Owners
               and Management.

     Item 14 - Exhibit 99, Shareholder Letter Dated December     
               30, 1996 Including the Attachment, Announcing      
               the Agreement Dated December 29, 1996              
               Between the Company, Long Island Lighting          
               Company and NYECO Corp.

             - Schedule of Valuation and Qualifying Accounts.    
     
<PAGE>      
                     Part   III

Item 10.  Directors and Executive Officers of the Registrant

     Information regarding the Company's directors is
incorporated herein by reference to pages 2 through 8 of the
Company's Proxy Statement, dated December 30, 1996, for its
Annual Meeting of Shareholders to be held on February 6, 1997.

     Information regarding the Company's executive officers, who
are elected annually by the directors, is found on page 52
hereof.

Item 11.  Executive Compensation

     Information regarding compensation of the Company's
executive officers is incorporated herein by reference to pages 8
through 16 of the Company's Proxy Statement, dated December 30,
1996, for its Annual Meeting of Shareholders to be held on
February 6, 1997.

Item 12.  Security Ownership of Certain Beneficial Owners and 
          Management

     Information regarding beneficial ownership and management
ownership is incorporated herein by reference to "Proposal 1 -
Election of Directors" in the Company's Proxy Statement, on pages
6 and 7, dated December 30, 1996, for its Annual Meeting of
Shareholders to be held on February 6, 1997. 

<PAGE>                          
                            Part   IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on
          Form 8-K

(a)   1.  All Financial Statements
                                                       Page in    
                                                      Form 10-K

Report of Independent Public Accountants                   26     
                         
Summary of Significant Accounting Policies and
  Basis of Financial Statement Presentation                27     
  
Consolidated Statement of Income for the Years
  Ended September 30, 1996, 1995 and 1994                  30     
     
Consolidated Statement of Retained Earnings for
  the Years Ended September 30, 1996, 1995
   and 1994                                                30
               
Consolidated Balance Sheet at September 30, 1996
  and 1995                                                 31

Consolidated Statement of Capitalization at
  September 30, 1996 and 1995                              32     
                 
Consolidated Statement of Cash Flows for the
  Years Ended September 30, 1996, 1995 and 1994            33     
    

Notes to Consolidated Financial Statements                 34  

(a)   2.  Financial Statement Schedules

The following additional data should be read in conjunction with
the financial statements included in Part II, Item 8.  Schedules
not included herein have been omitted because they are not
applicable or the required information is shown in such financial
statements or notes thereto.

<PAGE>
(a)  3.   Exhibits
(3)  Articles of incorporation and by-laws

     By-laws of the Company, dated February 1, 1996, duly filed   
     in December 1996 as Exhibit 3(b) to KeySpan Energy           
     Corporation's Form S-4.

     Restated Certificate of Incorporation of the Company filed  
          August 1, 1989, and Certificate of Amendment filed     
          July 2, 1993; incorporated by reference from Exhibit   
          4(b) to Form S-3 Registration Statement No. 33-50249.

(4)  Instruments defining the rights of security holders,
     including indentures:
     
     Official Statement, dated December 4, 1985, respective of
          $125,000,000 of New York State Energy Research and
          Development Authority Variable Rate Gas Facilities
          Revenue Bonds Series 1985 I and 1985 II, incorporated
          by reference from Form 10-K for the year ended
          September 30, 1985.

     Participation Agreement, dated as of December 1, 1985,      
          between the New York State Energy Research and          
          Development Authority and The Brooklyn Union Gas        
          Company relating to the Variable Rate Gas Facilities    
          Revenue Bonds Series 1985 I and 1985 II, incorporated   
          by reference from Form 10-K for the year ended          
          September 30, 1985.

     Indenture of Trust, dated December 1, 1985, between New York
          State Energy Research and Development Authority and
          Chemical Bank, as Trustee, relating to the Variable
          Rate Gas Facilities Revenue Bonds Series 1985 I and
          1985 II, incorporated by reference from Form 10-K for
          the year ended September 30, 1985.

     Official Statement, dated February 23, 1989, respective of 
          $90,000,000 of the New York State Research and
          Development Authority Adjustable Rate Gas Facilities
          Revenue Bonds Series 1989A and Series 1989B,
          incorporated by reference from Form S-8 Registration
          Statement No. 33-29898.

     Participation Agreement, dated as of February 1, 1989,       
          between the New York State Energy Research and          
          Development Authority and The Brooklyn Union Gas        
          Company relating to the Adjustable Rate Gas Facilities  
          Revenue Bonds Series 1989A, incorporated by reference   
          from Form 10-K for the year ended September 30, 1989.

     <PAGE>
     Participation Agreement, dated as of February 1, 1989,       
          between the New York State Energy Research and          
          Development Authority and The Brooklyn Union Gas        
          Company relating to the Adjustable Rate Gas Facilities  
          Revenue Bonds Series 1989B, incorporated  by reference  
          from Form 10-K for the year ended September 30, 1989.

     Indenture of Trust, dated February 1, 1989, between the     
          New York State Energy Research and Development
          Authority and Manufacturers Hanover Trust Company, as
          Trustee, relating to the Adjustable Rate Gas Facilities
          Revenue Bonds Series 1989A, incorporated by reference
          from Form 10-K for the year ended September 30, 1989.

     Indenture of Trust, dated February 1, 1989, between the     
          New York State Energy Research and Development
          Authority and Manufacturers Hanover Trust Company, as
          Trustee,
          relating to the Adjustable Rate Gas Facilities         
          Revenue Bonds Series 1989B, incorporated by reference  
          from Form 10-K for the year ended September 30, 1989.

     Official Statement, dated July 24, 1991, respective of 
          $50,000,000 of the New York State Research and
          Development Authority Gas Facilities Revenue Bonds
          Series 1991A and $50,000,000 of the New York State
          Research and Development Authority  Gas Facilities
          Revenue Bonds Series 1991B, incorporated by reference
          from Form 10-K for the year ended September 30, 1991. 

     Participation Agreement, dated as of July 1, 1991,between    
          the New York State Energy Research and Development      
          Authority and The Brooklyn Union Gas Company relating   
          to the Gas Facilities Revenue Bonds Series 1991A and    
          1991B, incorporated by reference from Form 10-K for the 
          year ended September 30, 1991. 

     Indenture of Trust, dated as of July 1, 1991, between the   
          New York State Energy Research and Development
          Authority and Manufacturers Hanover Trust Company, as
          Trustee, relating to the Gas Facilities Revenue Bonds
          Series 1991A and 1991B, incorporated by reference from
          Form 10-K for the year ended September 30, 1991. 

     Official Statement, dated July 23, 1992, respective of 
          $37,500,000 of the New York State Energy Research and
          Development Authority Gas Facilities Revenue Bonds
          Series 1993A and $37,500,000 of the New York State
          Energy Research and Development Authority Gas
          Facilities Revenue Bonds Series 1993B, incorporated by
          reference from Form 10-K for the year ended September
          30, 1992.
<PAGE>
     Participation Agreement, dated as of July 1, 1992, between   
          the New York State Energy Research and Development      
          Authority and The Brooklyn Union Gas Company relating   
          to the Gas Facilities Revenue Bonds Series 1993A and    
          1993B, incorporated by reference from Form 10-K for the 
          year ended September 30, 1992.

     Indenture of Trust, dated as of July 1, 1992, between the    
          New York State Energy Research and Development          
          Authority and Chemical Bank, as Trustee, relating to    
          the Gas Facilities Revenue Bonds Form Series 1993A and  
          1993B, incorporated by reference from Form 10-K for the 
          year ended September 30, 1992. 
                           
     Official Statement, dated April 29, 1992, respective of 
          $90,000,000 of the New York State Energy Research and
          Development Authority, 6.75% Gas Facilities Revenue
          Bonds, replacing $45,000,000 Series 1989A and
          $45,000,000 Series 1989B, incorporated by reference
          from Form 10-K for the year ended September 30, 1992.
    
     First Supplemental Participation Agreement dated as of May   
          1, 1992 to Participation Agreement dated February 1,    
          1989 between the New York State Energy Research and     
          Development Authority and The Brooklyn Union Gas        
          Company relating to Adjustable Rate Gas Facilities      
          Revenue Bonds, Series 1989A & B, incorporated by        
          reference from Form 10-K for the year ended September   
          30, 1992.

     First Supplemental Trust Indenture dated as of May 1, 1992   
          to Trust Indenture dated February 1, 1989 between the   
          New York State Energy Research and  Development         
          Authority and Manufacturers Hanover Trust Company, as   
          Trustee, relating to Adjustable Rate Gas Facilities     
          Revenue Bonds, Series 1989A & B, incorporated by        
          reference from Form 10-K for the year ended September   
          30, 1992.

     Official Statement, dated July 15, 1993, respective of 
          $25,000,000 of the New York State Energy Research and
          Development Authority Gas Facilities Revenue Bonds
          Series D-1 and $25,000,000 of the New York State Energy
          Research and Development Authority Gas Facilities
          Revenue Bonds Series D-2, incorporated by reference
          from Form S-8 Registration Statement No. 33-66182.

     Participation Agreement, dated July 15, 1993, between the    
          New York State Energy Research and Development          
          Authority and The Brooklyn Union Gas Company relating   
          to the Gas Facilities Revenue Bonds Series D-1 1993 and 
          Series D-2 1993, incorporated by reference from Form 
<PAGE>          
          S-8 Registration Statement No. 33-66182.

     Indenture of Trust, dated July 15, 1993, between The New     
          York State Energy Research and Development Authority    
          and Chemical Bank as Trustee, relating to the Gas       
          Facilities Revenue Bonds Series D-1 1993 and Series D-2 
          1993, incorporated by reference from Form S-8           
          Registration Statement No. 33-60182.

     Official Statement, dated July 8, 1993, respective of
          $55,000,000 of the New York State Energy Research and
          Development Authority Gas Facilities Revenue Bonds      
          Series C, incorporated by reference from Form 10-K for  
          the year ended September 30, 1993.

     First Supplemental Participation Agreement dated as of 
          July 1, 1993 to Participation Agreement dated as of     
          June 1, 1990, between the New York State Energy         
          Research and Development Authority and The Brooklyn     
          Union Gas Company relating to Gas Facilities Revenue    
          Bonds Series C, incorporated by reference from Form 
          10-K for the year ended September 30, 1993.

     First Supplemental Trust Indenture dated as of July 1, 1993  
          to Trust Indenture dated as of June 1, 1990 between the 
          New York State Energy Research and Development          
          Authority and Chemical Bank, as Trustee, relating to    
          Gas Facilities Revenue Bonds Series C, incorporated by  
          reference from Form 10-K for the year ended September   
          30, 1993.

     Official Statement, dated January 15, 1996, respective of
          $153,500,000 of the New York State Energy Research and
          Development Authority, 5 1/2% Gas Facilities Revenue
          Bonds Series 1996, replacing $98,500,000 Series 1985A   
          and $55,000,000 Series 1985.
     
     Participation Agreement, dated January 1, 1996, between the
          New York Energy Research and Development Authority and
          The Brooklyn Union Gas Company relating to the Gas
          Facilities Revenue Bonds Series 1996.

     Indenture of Trust, dated January 1, 1996, between The New
          York State Energy Research and Development Authority    
          and Chemical Bank, as Trustee, relating to the Gas      
          Facilities Revenue Bonds Series 1996.

(10) Material contracts

     Deferred Compensation Plan Preamble, dated, December 17,     
          1986, incorporated by reference from Form 10-K for the  
          year ended September 30, 1987.
<PAGE>
     Corporate Incentive Compensation Plan Description, 
          incorporated by reference from Form 10-K for the year
          ended September 30, 1989.  

     Marketing Incentive Compensation Plan Description,     
          incorporated by reference from Form 10-K for the year
          ended September 30, 1989.  

     Deferral Plan for Incentive Awards Description, incorporated
          by reference from Form 10-K for the year ended
          September 30, 1989.  

     Agreement of Lease between Forest City Jay Street Associates
          and The Brooklyn Union Gas Company dated September 15,
          1988, incorporated by reference from Form 10-K for the
          year ended September 30, 1990. 

     Long-Term Performance Incentive Compensation Plan, dated
          November 15, 1995.

(11) Statement re:  Computation of per share earnings.  See Part 
          II, Item 8., "Financial Statements and Supplementary
          Data - Consolidated Statement of Income for the Years
          Ended September 30, 1996, 1995 and 1994," for
          information required by this item.

(12) Statement re: Computation of consolidated ratio of earnings  
          to fixed charges 

(21) Subsidiaries of the registrant

(23) Consents of experts

(27) Financial data schedule

(99) Shareholder Letter dated December 30, 1996 including the     
          attachment, announcing the agreement dated December 29, 
          1996 between the Company, Long Island Lighting          
          Company and NYECO Corp.

(b)   Reports on Form 8-K:
There were no reports filed on Form 8-K during the quarter ended
September 30, 1996.  There was an 8-K filed on December 29, 1996
pertaining to the agreement entered into between the Company,
Long Island Lighting Company and NYECO Corp.

<PAGE>
                      THE BROOKLYN UNION GAS COMPANY AND SUBSIDIARIES
                CONSOLIDATED SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
                   FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994
 
                                                 (Thousands of Dollars)
<TABLE>                                                                         
<CAPTION>

           COLUMN A                COLUMN B         COLUMN C        COLUMN D          COLUMN E
                                  Balance at      Additions                          Balance at
                                  Beginning       Charged to                           End of
     Description                  of Period        Expense         Deductions          Period
______________________________   ____________   ______________   ______________    ______________
<S>                              <C>            <C>              <C>               <C>
Year Ended September 30, 1996
  Allowance for uncollectible
    accounts                         $13,730          $20,676          $18,790 (a)       $15,616
                                 ____________   ______________   ______________    ______________

   Reserve for injuries and damages
          Public Liability            $5,900           $5,788           $3,412 (b)        $8,276
          Workers' Compensation        1,590              450            1,193 (b)           847
                                 ____________   ______________   ______________    ______________
                                      $7,490           $6,238           $4,605            $9,123
                                 ____________   ______________   ______________    ______________

Year Ended September 30, 1995
  Allowance for uncollectible
    accounts                         $14,963          $17,494          $18,727 (a)       $13,730
                                 ____________   ______________   ______________    ______________

   Reserve for injuries and damages
          Public Liability            $5,350           $4,368           $3,818 (b)        $5,900
          Workers' Compensation        1,425              500              335 (b)         1,590
                                 ____________   ______________   ______________    ______________
                                      $6,775           $4,868           $4,153            $7,490
                                 ____________   ______________   ______________    ______________

Year Ended September 30, 1994
  Allowance for uncollectible
    accounts                         $14,212          $18,737          $17,986 (a)       $14,963
                                 ____________   ______________   ______________    ______________

   Reserve for injuries and damages   $6,816           $3,447           $3,488 (b)        $6,775
                                 ____________   ______________   ______________    ______________
</TABLE>
(a) Write-off of bad debts, net of recoveries.
(b) Cost of injury and damage claims.

<PAGE>
                            SIGNATURE


     Pursuant to the requirements of Section 12 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.

Dated: January 8, 1997

                                   THE BROOKLYN UNION GAS COMPANY
 
                              By:  /s/ Richard M. Desmond              
                                   Richard M.Desmond
                                   Vice President, Comptroller    
                                   and Chief Accounting Officer