FORM 10-Q


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


   [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
                 SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended June 30, 1997

                               OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                  Commission file number 1-3571


                  LONG ISLAND LIGHTING COMPANY

       Incorporated pursuant to the Laws of New York State


Internal Revenue Service - Employer Identification No. 11-1019782


      175 East Old Country Road, Hicksville, New York 11801
                         (516) 755-6650

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 [  ]


The total  number of shares of the  registrant's  Common  Stock,  $5 par  value,
outstanding on June 30, 1997, was 121,146,042.




<PAGE>




                    LONG ISLAND LIGHTING COMPANY






                                                                     Page No.
                                                                     --------

Part I - FINANCIAL INFORMATION

     Item 1.  Financial Statements

                   Statement of Income                                   3

                   Balance Sheet                                         5

                   Statement of Cash Flows                               7

                   Notes to Financial Statements                         8

     Item 2.   Management's Discussion and
               Analysis of Financial Condition and
               Results of Operations                                    11


Part II - OTHER INFORMATION

     Item 1.  Legal Proceedings                                         21

     Item 2.  Changes in Securities                                     21

     Item 3.  Defaults Upon Senior Securities                           21

     Item 4.  Submission of Matters to a Vote
              of Security Holders                                       21

     Item 5.  Other Information                                         23

     Item 6.  Exhibits and Reports on Form 8-K                          23

     Signature                                                          25









                                   - 2 -

<PAGE>



                                 LONG ISLAND LIGHTING
                                  STATEMENT OF INCOME
                                      (UNAUDITED)
                   (Thousands of Dollars - except per share amounts)



                                                        Three Months Ended
                                                        ------------------
                                                              June 30
                                                              -------
                                                         1997         1996
                                                         ----         ----
Revenues
Electric                                              $ 560,086    $ 576,963
Gas                                                     104,402      117,639
                                                        -------      -------
Total Revenues                                          664,488      694,602
                                                        -------      -------

Expenses
Operations - fuel and purchased power                   191,776      203,891
Operations - other                                       94,306       89,979
Maintenance                                              27,782       29,952
Depreciation and amortization                            38,893       37,952
Base financial component amortization                    25,243       25,243
Rate moderation component amortization                    9,198      (10,604)
Regulatory liability component amortization             (22,143)     (22,143)
Other regulatory amortization                            13,052       57,990
Operating taxes                                         109,324      111,295
Federal income tax - current                             22,615       10,162
Federal income tax - deferred and other                  10,363       19,820
                                                         ------       ------
Total Expenses                                          520,409      553,537
                                                        -------      -------
Operating Income                                        144,079      141,065
                                                        -------      -------

Other Income and (Deductions)
Rate moderation component carrying charges                5,981        6,274
Class Settlement                                         (4,199)      (5,009)
Other income and deductions, net                          2,370       10,186
Allowance for other funds used during construction          958          617
Federal income tax - current                               (701)           -
Federal income tax - deferred and other                    (188)      (2,099)
                                                           ----       ------ 
Total Other Income and (Deductions)                       4,221        9,969
                                                          -----        -----
Income Before Interest Charges                          148,300      151,034
                                                        -------      -------

Interest Charges and (Credits)
Interest on long-term debt                               87,916       96,024
Other interest                                           16,274       15,301
Allowance for borrowed funds used during construction    (1,051)        (815)
                                                         ------         ---- 
Total Interest Charges and (Credits)                    103,139      110,510
                                                        -------      -------

Net Income                                               45,161       40,524
Preferred stock dividend requirements                    12,968       13,071
                                                         ------       ------
Earnings for Common Stock                             $  32,193    $  27,453
                                                      =========    =========

Average Common Shares Outstanding (000)                 121,146      120,221
Earnings per Common Share                             $    0.26    $    0.23

Dividends Declared per Common Share                   $   0.445    $   0.445


See Notes to Financial Statements.


                                   - 3 -

<PAGE>



                             LONG ISLAND LIGHTING COMPANY
                                  STATEMENT OF INCOME
                                      (UNAUDITED)
                   (Thousands of Dollars - except per share amounts)



                                                           Six Months Ended
                                                           ----------------
                                                                 June 30
                                                                 -------
                                                           1997          1996
                                                           ----          ----
Revenues
Electric                                                $1,117,876   $1,136,231
Gas                                                        397,793      422,586
                                                           -------      -------
Total Revenues                                           1,515,669    1,558,817
                                                         ---------    ---------

Expenses
Operations - fuel and purchased power                      493,643      514,160
Operations - other                                         189,979      193,848
Maintenance                                                 57,123       60,439
Depreciation and amortization                               77,454       75,517
Base financial component amortization                       50,485       50,485
Rate moderation component amortization                      15,105      (25,930)
Regulatory liability component amortization                (44,286)     (44,286)
Other regulatory amortization                               25,271       85,202
Operating taxes                                            226,837      231,323
Federal income tax - current                                45,993       23,000
Federal income tax - deferred and other                     43,986       63,569
                                                            ------       ------
Total Expenses                                           1,181,590    1,227,327
                                                         ---------    ---------
Operating Income                                           334,079      331,490
                                                           -------      -------

Other Income and (Deductions)
Rate moderation component carrying charges                  11,901       12,175
Class Settlement                                            (8,695)     (10,381)
Other income and deductions, net                             3,015       16,106
Allowance for other funds used during construction           1,676        1,336
Federal income tax - current                                  (701)           -
Federal income tax - deferred and other                        600          352
                                                               ---          ---
Total Other Income and (Deductions)                          7,796       19,588
                                                             -----       ------
Income Before Interest Charges                             341,875      351,078
                                                           -------      -------

Interest Charges and (Credits)
Interest on long-term debt                                 178,084      198,282
Other interest                                              32,933       32,272
Allowance for borrowed funds used during construction       (2,000)      (1,757)
                                                            ------       ------ 
Total Interest Charges and (Credits)                       209,017      228,797
                                                           -------      -------

Net Income                                                 132,858      122,281
Preferred stock dividend requirements                       25,937       26,143
                                                            ------       ------
Earnings for Common Stock                               $  106,921   $   96,138
                                                        ==========   ==========

Average Common Shares Outstanding (000)                    121,066      120,082
Earnings per Common Share                               $     0.88   $     0.80

Dividends Declared per Common Share                     $     0.89   $     0.89

See Notes to Financial Statements.



                                   - 4 -

<PAGE>



                             LONG ISLAND LIGHTING COMPANY
                                     BALANCE SHEET
                                (Thousands of Dollars)

                                       June 30       March 31      December 31
                                         1997          1997           1996
ASSETS                               (unaudited)   (unaudited)      (audited)
                                     -----------   -----------      ---------
Utility Plant
Electric                            $ 3,939,163    $ 3,900,264    $ 3,882,297
Gas                                   1,180,860      1,171,183      1,154,543
Common                                  265,111        263,267        260,268
Construction work in progress           119,435        108,850        112,184
Nuclear fuel in process
  and in reactor                         15,512         15,503         15,454
                                         ------         ------         ------
                                      5,520,081      5,459,067      5,424,746
                                      ---------      ---------      ---------
Less - Accumulated depreciation and
  amortization                        1,790,662      1,759,110      1,729,576
                                      ---------      ---------      ---------
Total Net Utility Plant               3,729,419      3,699,957      3,695,170
                                      ---------      ---------      ---------

Regulatory Assets
Base financial component (less
  accumulated amortization of
  $807,768, $782,525 and $757,282)    3,231,062      3,256,305      3,281,548
Rate moderation component               406,148        409,512        402,213
Shoreham post-settlement costs        1,000,623        996,270        991,795
Shoreham nuclear fuel                    68,050         68,581         69,113
Unamortized cost of issuing
  securities                            180,467        187,309        194,151
Postretirement benefits
  other than pensions                   353,851        357,668        360,842
Regulatory tax asset                  1,760,486      1,767,164      1,772,778
Other                                   191,131        200,137        199,879
                                        -------        -------        -------
Total Regulatory Assets               7,191,818      7,242,946      7,272,319
                                      ---------      ---------      ---------

Nonutility Property and
  Other Investments                      19,235         18,870         18,597
                                         ------         ------         ------

Current Assets
Cash and cash equivalents                54,010         64,539        279,993
Special deposits                         67,916         37,631         38,266
Customer accounts receivable (less
  allowance for doubtful accounts of
  $22,853, $23,675 and $25,000)         255,126        305,436        255,801
Other accounts receivable                36,981         42,946         65,764
Accrued unbilled revenues               142,969        141,389        169,712
Materials and supplies at average cost   55,053         55,454         55,789
Fuel oil at average cost                 48,940         49,703         53,941
Gas in storage at average cost           43,231         10,893         73,562
Deferred tax asset                       86,447         93,349        145,205
Prepayments and other current assets     39,595          8,805          8,569
                                         ------          -----          -----
Total Current Assets                    830,268        810,145      1,146,602
                                        -------        -------      ---------

Deferred Charges                         81,133         77,656         76,991
                                         ------         ------         ------

Total Assets                        $11,851,873    $11,849,574    $12,209,679
                                    ===========    ===========    ===========


See Notes to Financial Statements.



                                   - 5 -

<PAGE>

                             LONG ISLAND LIGHTING COMPANY
                                     BALANCE SHEET
                                (Thousands of Dollars)


                                      June 30       March 31      December 31
                                        1997          1997            1996
CAPITALIZATION AND LIABILITIES      (unaudited)    (unaudited)     (audited)
                                    -----------    -----------     ---------

Capitalization
Long-term debt                      $ 4,371,675    $ 4,471,675    $ 4,471,675
Unamortized discount on debt            (14,372)       (14,628)       (14,903)
                                        -------        -------        ------- 
                                      4,357,303      4,457,047      4,456,772
                                      ---------      ---------      ---------

Preferred stock - redemption required   638,500        638,500        638,500
Preferred stock - no redemption
  required                               63,584         63,598         63,664
                                         ------         ------         ------
Total Preferred Stock                   702,084        702,098        702,164
                                        -------        -------        -------

Common stock                            605,923        605,022        603,921
Premium on capital stock              1,134,998      1,131,576      1,127,971
Capital stock expense                   (48,588)       (48,915)       (49,330)
Retained earnings                       840,034        861,751        840,867
Treasury stock, at cost                    (902)          (385)           (60)
                                           ----           ----            --- 
Total Common Shareowners' Equity      2,531,465      2,549,049      2,523,369
                                      ---------      ---------      ---------

Total Capitalization                  7,590,852      7,708,194      7,682,305
                                      ---------      ---------      ---------

Regulatory Liabilities
Regulatory liability component          158,718        178,558        198,398
1989 Settlement credits                 122,835        125,138        127,442
Regulatory tax liability                 96,771        100,377        102,887
Other                                   162,406        158,660        139,510
                                        -------        -------        -------
Total Regulatory Liabilities            540,730        562,733        568,237
                                        -------        -------        -------

Current Liabilities
Current maturities of long-term debt    101,000          1,000        251,000
Current redemption requirements
  of preferred stock                      1,050          1,050          1,050
Accounts payable and
  accrued expenses                      263,674        230,189        289,141
LRPP payable                             40,499         40,499         40,499
Accrued taxes (including federal
  income tax of $49,561, $49,262
  and $25,884)                           43,070         51,157         63,640
Accrued interest                        158,377        143,983        160,615
Dividends payable                        58,538         58,474         58,378
Class Settlement                         60,000         58,333         55,833
Customer deposits                        29,051         29,173         29,471
                                         ------         ------         ------
Total Current Liabilities               755,259        613,858        949,627
                                        -------        -------        -------

Deferred Credits
Deferred federal income tax           2,421,021      2,420,443      2,442,606
Class Settlement                         81,380         89,487         98,497
Other                                    27,705         20,889         39,447
                                         ------         ------         ------
Total Deferred Credits                2,530,106      2,530,819      2,580,550
                                      ---------      ---------      ---------

Operating Reserves
Pensions and other postretirement
  benefits                              388,830        387,048        381,996
Claims and damages                       46,096         46,922         46,964
                                         ------         ------         ------
Total Operating Reserves                434,926        433,970        428,960
                                        -------        -------        -------

Commitments and Contingencies                 -              -              -
                                        -------        -------        -------
Total Capitalization and
  Liabilities                       $11,851,873    $11,849,574    $12,209,679
                                    ===========    ===========    ===========
        

See Notes to Financial Statements.

                                   - 6 -

<PAGE>



                          LONG ISLAND LIGHTING COMPANY
                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
                                                 Three Months Ended        Six Months Ended
                                                       June 30,                June 30,
                                                 1997          1996        1997        1996
                                                 ----          ----        ----        ----

<S>                                            <C>        <C>          <C>        <C>   
Operating Activities

Net Income                                     $  45,161  $  40,524    $ 132,858  $ 122,281
Adjustments to reconcile net income to net
   cash provided by operating activities
 Provision for doubtful accounts                   3,870      3,847        8,691      8,675
 Depreciation and amortization                    38,893     37,952       77,454     75,517
 Base financial component amortization            25,243     25,243       50,485     50,485
 Rate moderation component amortization            9,198    (10,604)      15,105    (25,930)
 Regulatory liability component amortization     (22,143)   (22,143)     (44,286)   (44,286)
 Other regulatory amortization                    13,052     57,990       25,271     85,202
 Rate moderation component carrying charges       (5,981)    (6,274)     (11,901)   (12,175)
 Class Settlement                                  4,199      5,009        8,695     10,381
 Amortization of cost of issuing and
   redeeming securities                            7,934      8,682       16,021     18,168
 Federal income tax - deferred and other          10,551     21,918       43,386     63,217
 Allowance for other funds used during
   construction                                     (958)      (617)      (1,676)    (1,336)
 Gas Cost Adjustment                               2,512      6,873       (5,379)    26,063
 Other                                            23,066     15,738       47,551     31,280
Changes in operating assets and liabilities
 Accounts receivable                              54,655     60,563       23,017     56,571
 Accrued unbilled revenues                        (1,580)    (1,459)      26,743     34,313
 Materials and supplies, fuel oil and
   gas in storage                                (31,174)   (48,202)      36,068     (4,500)
 Accounts payable and accrued expenses            33,485     22,994      (25,467)    (9,003)
 Accrued taxes                                    (8,087)   (48,948)     (20,570)   (59,197)
 Class Settlement                                (10,639)   (11,219)     (21,645)   (16,585)
 Special deposits                                (30,285)    27,159      (29,650)    27,159
 Other                                           (27,288)   (18,171)     (57,522)   (30,414)
                                                 -------    -------      -------    ------- 
 Net Cash Provided by Operating Activities       133,684    166,855      293,249    405,886
                                                 -------    -------      -------    -------

Investing Activities

Construction and nuclear fuel expenditures       (69,219)   (62,594)    (118,634)  (106,783)
Shoreham post-settlement costs                   (11,983)   (14,307)     (24,087)   (30,105)
Other                                                221          4         (577)    (1,202)
                                                     ---          -         ----     ------ 
Net Cash Used in Investing Activities            (80,981)   (76,897)    (143,298)  (138,090)
                                                 -------    -------     --------   -------- 

Financing Activities

Proceeds from sale of common stock                 4,309      4,753        8,950      9,425
Redemption of long-term debt                           -   (415,000)    (250,000)  (415,000)
Preferred stock dividends paid                   (12,968)   (13,071)     (25,938)   (26,143)
Common stock dividends paid                      (53,844)   (53,381)    (107,593)  (106,628)
Other                                               (729)       133       (1,353)      (226)
                                                    ----        ---       ------       ---- 
Net Cash Used in Financing Activities            (63,232)  (476,566)    (375,934)  (538,572)
                                                 -------   --------     --------   -------- 
Net (decrease) in cash and cash equivalents     ($10,529) ($386,608)   ($225,983) ($270,776)
                                                ========  =========    =========  ========= 
Cash and cash equivalents at beginning
   of period                                   $  64,539  $ 467,285    $ 279,993  $ 351,453
Net (decrease) in cash and cash equivalents      (10,529)  (386,608)    (225,983)  (270,776)
                                                 -------   --------     --------   -------- 
Cash and cash equivalents at end of period     $  54,010  $  80,677    $  54,010  $  80,677
                                               =========  =========    =========  =========
</TABLE>


See Notes to Financial Statements.


                                   - 7 -

<PAGE>



                         NOTES TO FINANCIAL STATEMENTS
                   FOR THE THREE MONTHS ENDED JUNE 30, 1997
                                  (UNAUDITED)


NOTE 1. BASIS OF PRESENTATION

These Notes to Financial  Statements  reflect  events  subsequent to January 31,
1997,  the date of the most recent Report of Independent  Auditors,  through the
date of this Report on Form 10-Q for the three months ended June 30, 1997. These
Notes to Financial  Statements  should be read in conjunction with  Management's
Discussion and Analysis of Financial Condition and Results of Operations for the
three and six months ended June 30, 1997, the Company's Quarterly Report on Form
10-Q for the three months ended March 31, 1997,  the Company's  Annual Report on
Form 10-K/A filed June 30, 1997,  for the Year Ended  December 31, 1996, and the
Company's Joint Proxy Statement/Prospectus filed June 30, 1997.

The financial  statements  furnished are unaudited.  However,  in the opinion of
management,  the financial  statements  include all  adjustments,  consisting of
normal recurring  accruals,  necessary for a fair  presentation of the financial
statements for the interim periods presented.  Operating results for the interim
periods are not  necessarily  indicative of results to be expected for an entire
year, due to seasonal, operating and other factors.

On April 11, 1997 the Company changed its year end to March 31. Accordingly, the
Company's  financial  statements have been presented on the new basis as well as
its historical basis for comparative purposes.

Certain prior year amounts have been  reclassified to be consistent with current
year presentation.

NOTE 2. BROOKLYN UNION/LIPA TRANSACTIONS

BROOKLYN UNION TRANSACTION

On December 29, 1996,  the Company and Brooklyn  Union entered into an Agreement
and Plan of Exchange (Share Exchange  Agreement or Brooklyn Union  Transaction),
pursuant  to  which  the  outstanding  common  stock  of the  companies  will be
exchanged for common stock of a new holding company,  yet to be named. The Share
Exchange  Agreement,  filed as an exhibit to a Form 8-K filed December 30, 1996,
was amended and restated to reflect certain  technical changes as of February 7,
1997 and again as of June 26, 1997.

The Brooklyn Union  Transaction has been approved by both  companies'  boards of
directors;  the  common  stock  shareholders  of  both  companies  approved  the
transaction at separate meetings held

                                   - 8 -

<PAGE>



on August 7, 1997.

The Brooklyn  Union  Transaction is conditioned  upon,  among other things,  the
receipt of all required  regulatory  approvals.  On July 17,  1997,  the Federal
Energy Regulatory Commission (FERC) approved the Brooklyn Union Transaction. The
Company  is unable to  determine  when,  or if,  all other  required  regulatory
approvals will be obtained.

LONG ISLAND POWER AUTHORITY TRANSACTION

On June 26, 1997,  LILCO and the Long Island Power Authority (LIPA) entered into
definitive  agreements  pursuant  to which,  after the  transfer  of LILCO's gas
assets, non-nuclear electric generating facility assets and certain other assets
and  liabilities  to one or more  newly-formed  subsidiaries  of the new holding
company,  LILCO's stock will be sold to LIPA for $2.4975  billion in cash.  Upon
completion of the LIPA transaction, it is anticipated that LIPA will own LILCO's
electric transmission and distribution system, its 18% interest in the Nine Mile
Point  2  Nuclear  Power  Station,   and  its  electric  regulatory  assets  and
liabilities,  and  will  assume  or  refinance  approximately  $339  million  in
preferred stock and approximately $3.6 billion in long term debt.

As part of the LIPA Transaction,  the definitive agreements contemplate that one
or more  subsidiaries  of the newly  formed  holding  company  will  enter  into
agreements  with  LIPA,   pursuant  to  which  such  subsidiaries  will  provide
management and operations  services to LIPA with respect to the transmission and
distribution  system,  sell power generated by the  non-nuclear  power plants to
LIPA, and manage LIPA's fuel and electric purchases and any off-system  electric
sales. In addition, three years after the LIPA Transaction is consummated,  LIPA
will have the right for a one year period to acquire the non-nuclear  generating
assets. The purchase price for such assets would be the fair market value at the
time of the exercise of the right, which value will be determined by independent
appraisers.

On  July  16,  1997,  the  New  York  State  Public  Authorities  Control  Board
unanimously  approved the definitive  agreements related to the LIPA Transaction
subject to the following conditions:  (1) within one year, LIPA must establish a
plan for open  access  to the  electric  distribution  system;  (2) LIPA may not
purchase the generating  facilities,  as contemplated in the generation purchase
right  agreement,  at a price greater than book value;  (3) the holding  company
formed  in  connection  with  the  LIPA   Transaction  (or  the  Brooklyn  Union
Transaction) must agree to invest, over a ten year period, at least $1.3 billion
in  energy-related   and  economic   development   projects,   and  natural  gas
infrastructure projects on Long Island; (4) LIPA will guarantee that, over a ten
year period, average electric rates will be reduced by no less

                                   - 9 -

<PAGE>



than fourteen  percent when measured  against the Company's rates today. As part
of this  guarantee,  no less than 2% cost savings to LIPA  customers must result
from the savings  attributable to the Brooklyn Union  transaction;  and (5) LIPA
will not increase average customer rates by more than 2 1/2% over a twelve month
period without approval from the PSC.

In addition,  the holders of common and preferred stock of the Company  eligible
to vote approved the LIPA Transaction at the meeting held on August 7, 1997.

RELATED FILINGS

On June 30,  1997,  a  Registration  Statement  on Form S-4 was  filed  with the
Securities  and Exchange  Commission in  conjunction  with the filing of a Joint
Proxy Statement on the proposed transactions affecting the Company.

In July 1997,  the Company,  Brooklyn  Union and LIPA filed requests for private
letter  rulings with the Internal  Revenue  Service  regarding  certain  federal
income  tax  issues  which  require  favorable  rulings  in  order  for the LIPA
Transaction to close.

NOTE 3. RATE MATTERS

In May 1997,  the Company  filed a petition  with the PSC,  seeking  among other
things to: 1) re-institute  the gas excess  earnings  mechanism for the gas rate
year ending  November 30, 1997 whereby  earnings in excess of a return on common
equity of 11.0% would be allocated  equally between  ratepayers and shareowners,
with the  ratepayers'  portion  being  applied  to  manufactured  gas plant site
remediation costs; and 2) continue a) the Rate Moderation Component (RMC) and b)
the Long Island Ratemaking and Performance Plan (LRPP) ratemaking mechanisms and
c) the performance incentive programs for the electric rate year ending November
30, 1997.

NOTE 4.  CAPITALIZATION

In February  1997,  the Company  retired $250  million of General and  Refunding
Bonds at maturity.  The Company  satisfied this obligation with cash on hand and
by utilizing  interim  financing of $30 million  obtained  through its Revolving
Credit  Agreement (RCA). The Company repaid this short-term RCA borrowing of $30
million in March 1997.

At the August 7, 1997 meeting the holders of common stock  approved an amendment
to the Company's  certificate of  incorporation  to increase the total amount of
authorized common stock to 160,000,000 common shares.

                                   - 10 -

<PAGE>



MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

EARNINGS

Earnings for common  stock for the three months ended June 30, 1997,  were $32.2
million or $0.26 per common share compared with $27.5 million or $0.23 per share
for the same period last year. For the six months ended June 30, 1997,  earnings
for common stock amounted to $106.9 million or $.88 per common share compared to
$96.1 million or $.80 per common share for the same period last year.

Electric business  earnings  increased for the three and six month periods ended
June 30, 1997,  compared to the same periods last year. Factors  contributing to
these increases included the Company's  continuing efforts to control operations
and  maintenance  expenses and the efficient use of cash generated by operations
to retire maturing debt.

Gas business  earnings for the three month period ended June 30, 1997  decreased
when compared to the prior year as a result of lower sales volumes.  For the six
month  period  ended  June 30,  1997,  earnings  were equal to those of the same
period last year,  despite lower sales volumes  resulting  from warmer  weather.
Contributing  to earnings for the six months ended June 30, 1997 were a one-time
revenue enhancement relating to an Independent Power Producer (IPP) contract and
lower operations and maintenance expenses.

REVENUES

Electric

The decrease in electric  revenues of approximately  $16.9 and $18.4 million for
the three and six months ended June 30, 1997, respectively, when compared to the
same periods in 1996,  was primarily due to lower sales volumes  resulting  from
milder weather  experienced in the region during the three months ended June 30,
1997.  The  decrease in  revenues  resulting  from these  lower  sales  volumes,
however,  had no effect on earnings due to the Company's  current  electric rate
structure which includes a revenue reconciliation  mechanism that eliminates the
impact on earnings of sales volumes that are above or below adjudicated levels.

Gas

The decrease in gas revenues of  approximately  $13.2 and $24.8  million for the
three and six months ended June 30,  1997,  respectively,  when  compared to the
same periods in 1996, was primarily the result of lower fuel expense  recoveries
driven by

                                   - 11 -

<PAGE>



lower  sales  volumes  associated  with the milder  weather  experienced  in the
Company's  service  territory during 1997.  Variations in weather have a limited
impact on  revenues  as the  Company's  gas rate  structure  includes  a weather
normalization  clause  which  mitigates  the impact on revenues of  experiencing
weather that is warmer or colder than normal.

FUEL AND PURCHASED POWER

Fuel and  purchased  power  expenses for the three and six months ended June 30,
1997 and 1996 were as follows:

                                Three Months Ended          Six Months Ended
                                6/30/97    6/30/96          6/30/97  6/30/96
                                -------    -------          -------  -------
                                  (In Millions)              (In Millions)
Electric System
   Oil                          $ 18        $ 26              $ 55    $ 92
   Gas                            52          37                91      45
   Nuclear                         4           4                 8       8
   Purchased Power                75          81               160     162
                                  --          --               ---     ---
Total Electric Fuel Costs        149         148               314     307

Gas System                        43          56               180     207
                                  --          --               ---     ---
   Total                        $192        $204              $494    $514
                                ====        ====              ====    ====


Electric

For the three  months  ended June 30,  1997,  electric  fuel  expense  increased
slightly  despite  lower  sales  volumes  as  oil  and  purchased  power  prices
increased. This increase in electric fuel costs was mitigated as the Company was
able to generate increased amounts of energy with more economical gas.

Of the  Company's  eleven steam  generation  units,  nine are capable of burning
natural  gas,  while seven are  dual-fired.  This  provides the Company with the
ability to burn the most cost efficient fuel available, consistent with seasonal
environmental  requirements.  In an effort to maximize the  Company's  operating
flexibility,  the Company has plans to convert its two remaining oil-fired steam
generating units to dual fired units within the next two years.

For the six months  ended June 30,  1997,  electric  fuel costs were higher when
compared to the same period last year,  primarily  as a result of a reduction in
profits generated by electric off-system gas sales.  Profits from such gas sales
are used to offset  the cost of fuel for  electric  generation,  supporting  the
Company's  goal of  providing  electric  energy to  customers at the lowest cost
possible.  Also contributing to the increase in this period were higher fuel oil
and purchased power prices.



                                   - 12 -

<PAGE>



Electric Energy Available

The percentages of total electric energy  available by type of fuel for electric
operations for the three months ended and the six months ended June 30, 1997 and
1996 were as follows:


                   Three Months Ended              Six Months Ended
                   6/30/97    6/30/96              6/30/97  6/30/96
                   -------    -------              -------  -------

      Oil             8%         16%                 16%        29%
      Gas            43          25                  38         18
      Nuclear        11          11                  10         10
      Purchases      38          48                  36         43
                     --          --                  --         --
      Total         100%        100%                100%       100%
                    ===         ===                 ===        === 


The use of gas for electric  generation  increased  for the three and six months
ended June 30, 1997 as gas became more  economical  than fuel oil and  purchased
power. The Company also experienced lower electric  off-system gas sales for the
six months ended June 30, 1997,  making more gas available for use in generating
electricity.

Gas

Gas fuel costs for  operating  the gas business  decreased for the three and six
months ended June 30, 1997,  when compared to the same period last year,  due to
lower gas prices coupled with a decrease in sales volumes.  Also contributing to
the decrease in the gas fuel costs is the  operation of the Gas Cost  Adjustment
(GCA) mechanism which requires the Company to increase or decrease  current year
fuel expense for  differences  between  amounts  collected and amounts  actually
spent for fuel during the previous rate year. For the three and six months ended
June 30, 1997, the amount being  refunded,  via the GCA, is greater than that of
the same three and six month periods of the prior year.

OPERATIONS AND MAINTENANCE EXPENSES

Operations and maintenance  (O&M) expenses,  excluding fuel and purchased power,
amounted to $122.1 million for the three months ended June 30, 1997, compared to
$119.9  million  for the three  months  ended June 30,  1996.  This  increase is
primarily  due to the  timing of the  recognition  of costs  related  to certain
employee benefits.

For the six months ended June 30, 1997, O&M expenses amounted to $247.1 million,
compared  to  $254.3  million  for the six  months  ended  June 30,  1996.  This
decrease,  partially  offset by the  employee  benefit  costs  noted  above,  is
primarily attributable to the Company's cost containment programs.


                                   - 13 -

<PAGE>



RATE MODERATION COMPONENT

The  Rate  Moderation  Component  (RMC)  reflects  the  difference  between  the
Company's electric revenue  requirements  under conventional  ratemaking and the
revenues  provided by its electric rate structure.  The RMC is adjusted  monthly
for the operation of the Company's Fuel Moderation Component (FMC) mechanism and
the difference  between the Company's  share of actual  operating  costs at Nine
Mile Point 2 Nuclear Power Station  (NMP2) and amounts  provided for in electric
rates.

For the three and six months ended June 30, 1997, the Company recorded  non-cash
charges to income of approximately $9.2 million and $15.1 million, respectively,
as operating income generated by the Company's  electric rate structure exceeded
that required under a conventional ratemaking calculation. For the three and six
months ended June 30, 1996, the Company  recorded  non-cash credits to income of
approximately $10.6 million and $25.9 million, respectively, as operating income
generated by the Company's electric rate structure was below that required under
a conventional ratemaking calculation.

The Company  continues to believe that the full amortization and recovery of the
RMC balance,  which at June 30, 1997, was approximately $406 million,  will take
place within the time frame established by the Rate Moderation  Agreement (RMA),
in accordance  with the rate plans submitted to the PSC for the single rate year
(1997) and the three year rate period 1997 through  1999.  In the event that the
Long Island  Power  Authority  (LIPA)  Transaction  is  terminated,  the Company
expects that the PSC will issue an order providing for, among other things,  the
continuing recovery, through rates, of the RMC balance. If such an electric rate
order is not obtained or does not provide for the continuing recovery of the RMC
balance,  the Company may be required to write-off the amount not expected to be
provided for in rates. For a further discussion of the LIPA Transaction, see the
Joint Proxy Statement/Prospectus filed June 30, 1997.

For a further  discussion  of the RMC,  RMA and FMC,  see the  Company's  Annual
Report on Form 10-K/A filed June 30, 1997, for the Year Ended December 31, 1996.

OTHER REGULATORY AMORTIZATION

For the three months ended June 30, 1997 and 1996, other regulatory amortization
was  a  non-cash   charge  to  income  of  $13.1  million  and  $58.0   million,
respectively. For the six months ended June 30, 1997, and 1996, other regulatory
amortization was a non-cash charge to income of $25.3 million and $85.2 million,
respectively.  These  variances  are  primarily  due to  changes  in  the  items
discussed  below.  Such  variances have no impact on earnings since they reflect
the net deferral of income and

                                   - 14 -

<PAGE>



expense resulting from the Company's ratemaking mechanisms.

The changes in Other Regulatory Amortizations for the three and six months ended
June 30, 1997 are as follows:

                                       Three Months               Six Months
--------------------------------------------------------------------------------
                                                    (In thousands of dollars)
--------------------------------------------------------------------------------
                                         (Income)                   (Income)
                                          Expense                    Expense
--------------------------------------------------------------------------------
Net Margin                               $(28,794)                  $(36,985)
Amortization of LRPP Deferral             (15,899)                   (32,189)
Excess Earnings - Electric                 (5,586)                     5,066
Excess Earnings - Gas                       5,909                      5,313
Other                                        (568)                    (1,136)
--------------------------------------------------------------------------------
                                         $(44,938)                  $(59,931)
================================================================================

Net Margin- An electric revenue reconciliation mechanism,  established under the
LILCO  Ratemaking and Performance  Plan (LRPP),  which  eliminates the impact on
earnings of  experiencing  sales that are above or below  adjudicated  levels by
providing a fixed annual net margin level (defined as sales revenue, net of fuel
and gross  receipts  taxes).  Variations  in  electric  revenue  resulting  from
differences  between actual and adjudicated net margin sales levels are deferred
on a monthly  basis  during  the rate  year  through a charge or credit to other
regulatory  amortization.  These  deferrals are either  refunded to or recovered
from ratepayers as explained below under "LRPP Amortization."

For the three months ended June 30, 1997,  actual and  adjudicated  sales levels
approximated  the target  levels.  For the three months ended June 30, 1996, the
Company  recorded a non-cash  charge to income of $28.7  million.  Actual  sales
levels for six months ended June 30, 1997 were lower than the adjudicated amount
and the Company  recorded a non-cash credit to income of $10.3 million,  whereas
for the six months  ended June 30,  1996,  actual  levels  were  higher than the
adjudicated  net margin and the Company  recorded a non-cash charge to income of
$26.7 million.

LRPP  Amortization- As established under the LRPP,  deferred balances  resulting
from the electric  business net margin,  electric  property tax  reconciliation,
earned performance  incentives,  and associated carrying charges are accumulated
until the end of each rate year.  The first $15 million of the total deferral is
recovered  from or credited to electric  ratepayers  by increasing or decreasing
the RMC balance. Amounts deferred in excess of $15 million, upon approval by the
PSC, are refunded to or recovered from ratepayers through the FCA mechanism over
a subsequent 12-month period, with the offset being recorded in other regulatory
amortization.

For the three and six months ended June 30, 1997, the Company has

                                   - 15 -

<PAGE>



not refunded the deferred LRPP balance in excess of $15 million,  related to the
rate year  ended  November  30,  1995,  as the PSC has yet to grant the  Company
permission  to do so. For the three and six  months  ended  June 30,  1996,  the
Company  recognized $15.9 million and $32.2 million,  respectively,  of non-cash
charges to income representing the amortization of the deferred LRPP balance for
the rate year ended November 30, 1994. For a further discussion of the LRPP, see
Note 3 of Notes to Financial  Statements included in the Company's Annual Report
on Form 10-K/A filed June 30, 1997, for the Year Ended December 31, 1996.

Excess Earnings- Also recorded in other regulatory  amortization,  if applicable
are, non-cash charges  representing:  a) 100% of electric earnings  generated by
the  Company in excess of  amounts  provided  for in  electric  rates,  which is
returned to the electric  ratepayer through a reduction to the RMC balance;  and
b) 50% of the gas  earnings  generated  by the  Company  in  excess  of  amounts
provided  for in gas rates,  which is returned to the  customer in the form of a
reduction  in the amount due from gas  ratepayers  related to  manufactured  gas
plant site (MGP)  clean-up  costs and  certain  employee  benefit  expenses,  in
accordance  with PSC mandates.  These excess earnings  calculations  are updated
quarterly to reflect the Company's  best estimate of amounts that it may earn in
excess of a return on common equity of 11%, and as a result, non-cash charges or
credits may be recorded in the period.

For the three months ended June 30, 1997, the Company recorded  non-cash charges
of  approximately  $8.7  million  bringing  the six  month  total of gas  excess
earnings to $10.5 million,  including $1.6 million related to the 1994, 1995 and
1996 rate years that were not  previously  recognized.  The  Company  recognized
approximately  $2.8  million of gas excess  earnings  for the three months ended
June 30, 1996,  for a six month total at June 30, 1996,  of  approximately  $5.2
million.

For the three months ended June 30, 1997, the Company recorded a non-cash credit
of  approximately  $5.6 million to adjust  previously  recorded  electric excess
earnings.  As a result,  electric  excess earnings for the six months ended June
30,  1997  totaled  approximately  $5.0  million.  The  Company did not earn any
electric excess earnings for either the three or six months ended June 30, 1996.

OPERATING TAXES

For the three and six months  ended June 30,  1997,  operating  taxes  decreased
compared to the same periods in the prior year as a result of lower revenue.


                                   - 16 -

<PAGE>



FEDERAL INCOME TAX

For the three  months and six months  ended June 30,  1997,  federal  income tax
(FIT) expense increased as a result of an increase in pre-tax book income.

The current  portion of FIT  liability  for the three months ended June 30, 1997
totaled $22.6 million,  of which $11.1 million was Alternative  Minimum Tax. The
FIT liability for the six months ended June 30, 1997 totaled $46.0  million,  of
which $34.5 million was  Alternative  Minimum Tax. The increase in FIT liability
over the comparable periods last year is primarily attributable to the Company's
full utilization of the Alternative Minimum Tax Net Operating Loss during 1996.

OTHER INCOME AND DEDUCTIONS

Other  income and  deductions  for the three and six months ended June 30, 1997,
decreased  when  compared to the same periods in 1996 as a result of the Company
recognizing less income associated with its fuel incentive  program,  due to the
increased  cost of electric fuel. In addition,  interest  income from short term
investments was lower than the prior year due to lower cash balances.

INTEREST EXPENSE

Interest expense decreased for the three and six months ended June 30, 1997 when
compared to the same period of 1996 as a result of lower debt levels.

LIQUIDITY AND CAPITAL RESOURCES

At  June  30,  1997,  the  Company's  cash  and  cash  equivalents  amounted  to
approximately $54 million, compared to $65 million at March 31, 1997.

At June  30,  1997,  March  31,  1997  and  December  31,  1996,  the  Company's
capitalization ratios were as follows:


--------------------------------------------------------------------------------
                             6/30/97      3/31/97           12/31/96
                        Amount    Percent  Amount   Percent  Amount   Percent
--------------------------------------------------------------------------------
                        (000's)      %     (000's)     %     (000's)      %
--------------------------------------------------------------------------------
Long-term debt          $4,458     58.0    $4,458    57.8    $4,708     59.3
Preferred stock            703      9.1       703     9.1       703      8.9
Common shareowners'
 equity                  2,531     32.9     2,549    33.1     2,523     31.8
--------------------------------------------------------------------------------
                        $7,692    100.0    $7,710   100.0    $7,934    100.0
================================================================================

The Company  has no current  plans to access the public  markets  for  permanent
financing as cash from operations should be sufficient

                                   - 17 -

<PAGE>



to meet operating  requirements  and debt  maturities  through 1998. The Company
however,  would access the public  securities  market,  should market conditions
prove favorable,  to refinance existing debt or preferred stock,  subject to any
restrictions  contained  in the  agreements  with  Brooklyn  Union or LIPA.  The
Company would also take advantage of any tax-exempt  financing made available by
the New York State Energy Research and Development Authority.

A $250  million  line of  credit,  secured  by a first  lien upon the  Company's
accounts receivable and fuel oil inventories,  is available to the Company under
its Revolving Credit Agreement (RCA). The lending banks participating in the RCA
have agreed to extend their  commitments  through  October 1, 1998.  In February
1997, the Company utilized $30 million in interim financing under the RCA, which
was repaid in March  1997.  In July  1997,  the  Company  borrowed  $40  million
pursuant to the RCA,  which was repaid on August 7, 1997.  The Company  will, in
order to satisfy short-term cash requirements,  continue to avail itself of such
interim financing through its RCA if necessary.

LIPA Transaction

In July 1997,  the Company and the Brooklyn  Union Gas Company  formed a limited
partnership  and each invested $30 million in order to purchase an interest rate
swap option  instrument to protect LIPA against market risk  associated with the
municipal bond financing contemplated by the LIPA Transaction agreements.

Upon the closing of the LIPA Transaction, each limited partner will receive from
LIPA $30 million plus interest thereon, based on each partners' average weighted
cost of capital. In the event that the LIPA transaction is not consummated,  the
maximum potential loss to the Company is the amount originally invested.  In the
event of a loss,  the Company  plans to defer the amount and petition the PSC to
allow recovery from the ratepayers.


                                   - 18 -

<PAGE>



CAPITAL REQUIREMENTS AND CAPITAL PROVIDED

Capital  requirements  and capital  provided  for the three and six months ended
June 30, 1997 were as follows:

                                                      (In Millions of Dollars)
--------------------------------------------------------------------------------
                                  Three Months Ended         Six Months Ended
                                     June 30, 1997              June 30, 1997
--------------------------------------------------------------------------------
CAPITAL REQUIREMENTS

Construction                                $ 69                    $119
--------------------------------------------------------------------------------
Redemptions and Dividends
Long-term debt                                 -                     250
Preferred stock dividends                     13                      26
Common stock dividends                        54                     108
--------------------------------------------------------------------------------
Total Redemptions and Dividends               67                     384
--------------------------------------------------------------------------------
Shoreham post-settlement costs                12                      24
--------------------------------------------------------------------------------
Total Capital Requirements                  $148                    $527
================================================================================

CAPITAL PROVIDED

Cash generation from operations               $134                  $293
Decrease in cash balances                       11                   226
Common stock issued                              4                     9
Other investing and financing
  activities                                    (1)                   (1)
--------------------------------------------------------------------------------
Total Capital Provided                        $148                  $527
================================================================================
For further information, see the Statement of Cash Flows.

Rate Matters

For a discussion of Rate Matters see, Note 3 of Notes to Financial Statements.

ACCOUNTING PRONOUNCEMENT

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 128,  "Earnings per Share" (SFAS No. 128).
This  statement  supersedes  APB  Opinion  No.  15,  "Earnings  per  Share"  and
simplifies  the  computation  of earnings per share (EPS).  SFAS No. 128 will be
effective for financial  statements  for both interim and annual  periods ending
after December 15, 1997.  The Company will adopt this statement  March 31, 1998.
The adoption of SFAS 128 is not expected to have any impact on the Company's EPS
calculations.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains statements which, to the extent they are not recitations of
historical fact, constitute  "forward-looking  statements" within the meaning of
the  Securities  Litigation  Reform  Act of 1995.  In this  respect,  the  words
"estimate,"

                                   - 19 -

<PAGE>



"project,"  "anticipate,"  "expect," "intend," "believe" and similar expressions
are intended to identify  forward-looking  statements.  All such forward-looking
statements are intended to be subject to the safe harbor protection  provided by
the Reform Act.

A number of important  factors  affecting the  Company's  business and financial
results could cause actual results to differ materially from those stated in the
forward-looking statements. Those factors include the proposed transactions with
Brooklyn  Union and Long Island Power  Authority,  state and federal  regulatory
rate  proceedings,  competition,  and  certain  environmental  matters  each  as
discussed herein, in the Company's Annual Report on Form 10-K/A,  filed June 30,
1997,  for the Year Ended  December  31, 1996 or in other  reports  filed by the
Company with the Securities and Exchange Commission.


                                   - 20 -

<PAGE>



PART II.  OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

      None

ITEM 2.     CHANGES IN SECURITIES

      None

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

      None

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


The Company's  Annual Meeting of Shareholders was held on August 7, 1997 (Annual
Meeting).  The persons  named below were  elected as Directors by holders of the
Company's  Common  Stock,  voting  cumulatively,   casting  votes  in  favor  or
withholding votes as indicated:

                                           IN FAVOR               WITHHELD
                                           --------               --------

      William J. Catacosinos              104,373,735             2,004,424

      John H. Talmage                     104,564,755             1,813,404

      Basil A. Paterson                   104,436,584             1,888,575

      George Bugliarello                  104,436,584             1,941,575

      George J. Sideris                   104,536,484             1,814,675

      A. James Barnes                     104,606,012             1,772,147

      Richard L. Schmalensee              104,567,530             1,810,629

      Renso L. Caporali                   104,564,969             1,813,190

      Peter O. Crisp                      104,474,835             1,903,324

      Katherine D. Ortega                 104,571,459             1,806,700

      Vicki L. Fuller                     104,601,593             1,776,566

      James T. Flynn                      104,573,020             1,805,139


The voting results of the other items that were approved by  shareholders at the
Annual Meeting are as follows:


                                     - 21 -

<PAGE>




      1.    Adoption of the Amended and Restated Agreement and Plan of
            Exchange and Merger, dated as of June 26, 1997, between the
            Brooklyn Union Gas Company and the Long Island Lighting
            Company.

                                                                          BROKER
                          FOR         AGAINST            ABSTAIN       NON-VOTES
                          ---         -------            -------       ---------

Common Shares         92,515,320    1,093,241           744,289       11,755,305


      2.    Adoption of the Agreement  and Plan of Merger,  dated as of June 26,
            1997,  between the Long Island  Power  Authority,  LIPA  Acquisition
            Corp., and Long Island Lighting Company.

                                                                         BROKER
                          FOR       AGAINST         ABSTAIN           NON-VOTES
                          ---       -------         -------           ---------

Common Shares        92,107,780    1,414,065        830,801          11,755,509

Preferred Shares:

Series CC, par $100     448,296            0              0      Not Applicable
Series AA, par $ 25   2,759,463       16,456         14,982      Not Applicable
Series GG, par $ 25     169,048          150             50      Not Applicable
Series UU, par $ 25     452,677          220             75      Not Applicable
Series QQ, par $ 25     710,530          646         22,130      Not Applicable


      3.    Ratification  of the appointment of Ernst & Young LLP as independent
            auditors for the period January 1, 1997 to March 31, 1998.

                                                                        BROKER
                           FOR          AGAINST        ABSTAIN       NON-VOTES
                           ---          -------        -------       ---------

Common Shares         104,526,680       516,040      1,065,435    Not Applicable



      4.    Approval of the LILCO Annual Stock Incentive Plan.

                                                                      BROKER
                           FOR          AGAINST        ABSTAIN     NON-VOTES
                           ---          -------        -------     ---------

Common Shares           97,030,196     6,396,441      2,681,516   Not Applicable


      5.    Approval of the LILCO Employee Stock Purchase Plan.

                           FOR          AGAINST        ABSTAIN
                           ---          -------        -------

Common Shares          100,056,842     3,738,119      2,307,194




                                   - 22 -

<PAGE>




      6.    Approval of an amendment to the Company's certificate
            of incorporation to increase the total number of
            authorized shares of of common stock.


                          FOR              AGAINST        ABSTAIN
                          ---              -------        -------

Common Shares         96,256,646          4,864,511      1,977,998


ITEM 5.     OTHER INFORMATION

      None

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            EXHIBIT 10

      (1)   Executive  Employment  Agreement by and between the Company and Jane
            E.  Fernandez  dated as of  November  21,  1994 which  agreement  is
            substantially  the same as  Executive  Employment  Agreement  by and
            between the Company and certain  officers  dated as of November  21,
            1994  (filed as an Exhibit to the  Company's  Form 10-K for the Year
            Ended December 31, 1994).

      (2)   Indemnification  Agreement  by and  between  the Company and Jane E.
            Fernandez  dated  as  of  September  19,  1994  which  agreement  is
            substantially the same as  Indemnification  Agreement by and between
            the  Company  and certain  officers  dated as of  February  23, 1994
            (filed as an Exhibit to the  Company's  Form 10-K for the Year Ended
            December 31, 1994).

      (3)   Executive Employment Agreement by and between the Company and Howard
            A. Kosel dated as of April 1, 1997, which agreement is substantially
            the  same as  Executive  Employment  Agreement  by and  between  the
            Company and certain officers dated as of November 21, 1994 (filed as
            an Exhibit to the  Company's  Form 10-K for the Year Ended  December
            31, 1994).

      (4)   Indemnification  Agreement  by and between the Company and Howard A.
            Kosel dated as of April 1, 1997,  which  agreement is  substantially
            the same as Indemnification Agreement by and between the Company and
            certain  officers dated as of February 23, 1994 (filed as an Exhibit
            to the Company's Form 10-K for the Year Ended December 31, 1994).

      *(5)  Amendment  by and between  the  Company  and William J.  Catacosinos
            dated as of December 29, 1996, which amends the Executive Employment
            Agreement by and between the Company and William J.



                                   - 23 -

<PAGE>



            Catacosinos dated as of January 30, 1984, as amended.

      EXHIBIT 27

      *(1)  Financial Data Schedule UT for the three-month period ended June 30,
            1997.

      b.    Reports on Form 8-K

      (1)   In its current  report on Form 8-K dated April 11, 1997, the Company
            reported that it changed its fiscal year-end to March 31.

      (2)   In its current  report on Form 8-K dated June 26, 1997,  the Company
            reported  that the  Company,  BL Holding  Corp.,  Long Island  Power
            Authority and LIPA Acquisition Corp.  executed an Agreement and Plan
            of Merger dated as of June 26, 1997.

















----------------------
* Filed herewith




                                   - 24 -

<PAGE>




                                    SIGNATURE

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 thereunto duly authorized.



                                          LONG ISLAND LIGHTING COMPANY
                                                  (Registrant)


                                          By  /s/ ANTHONY NOZZOLILLO
                                              ----------------------
                                                 ANTHONY NOZZOLILLO
                                            Senior Vice President and
                                            Principal Financial Officer


Dated:  August 14, 1997







                                   - 25 -