SCHEDULE 14A INFORMATION
                    PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
                         THE SECURITIES EXCHANGE ACT OF 1934


         Filed by the Registrant [X]
         Filed by a Party other than the Registrant [_]
         Check the appropriate box:

      [ ] Preliminary Proxy Statement  [_] Confidential, for Use of the
      [ ] Definitive Proxy Statement       Commission Only (as permitted by
      [X] Definitive Additional Materials  Rule 14a-6(e)(2))
      [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12


                           THE BROOKLYN UNION GAS COMPANY
                  (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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                     (NAME OF PERSON(S) FILING PROXY STATEMENT,
                           IF OTHER THAN THE REGISTRANT)

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            and 0-11.

        (1) Title of each class of securities to which transaction applies.
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        (2) Aggregate number of securities to which transaction applies:
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        (3) Per unit price or other underlying value of transaction 
            computed pursuant to Exchange Act Rule 0-11 (set forth the 
            amount on which the filing fee is calculated and state how it 
            was determined):
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       [_]  Fee paid previously with preliminary materials.
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         BROOKLYN UNION [LOGO]              One MetroTech Center
                                            Brooklyn, New York 11202-3850

         July 18, 1997

         Dear Fellow Shareholder:

              I am pleased to tell you that on Wednesday, July 16, the
         Public Authority Control Board (PACB) of New York approved the
         transaction between LILCO and the Long Island Power Authority
         (LIPA) under which LIPA would acquire LILCO's transmission and
         distribution system, its regulatory assets, and its interest in
         the Nine Mile Point 2 nuclear power plant.

              The PACB approval is a critical milestone in the LILCO / LIPA
         transaction and we are optimistic that we will receive the
         required IRS ruling and that the transaction can be completed in
         the second half of 1998.  Among other benefits, the LILCO / LIPA
         transaction would substantially reduce electric rates for
         customers on Long Island.

              What does this mean for you?  If a transaction between LILCO
         and LIPA is consummated, it will enhance the benefits of the
         Brooklyn Union / LILCO combination.  In addition to the purchase
         of certain LILCO assets, LIPA would assume approximately $4
         billion in debt and preferred stock.  In addition, Brooklyn
         Union / LILCO would receive net cash proceeds of approximately
         $1.7 billion that can be used to grow our new company.

              In addition, with the LIPA transaction, the exchange ratio in
         the Brooklyn Union / LIPA combination would be adjusted with the
         effect that ownership of the LILCO shareholders in the combined
         company will change from approximately 66% to approximately 68%
         and the ownership of the Brooklyn Union shareholders will change
         from approximately 34% to approximately 32%.

              We have previously sent you proxy materials for the Special
         Meeting of Brooklyn Union Gas on August 7, 1997 at which
         shareholders will vote on the Brooklyn Union / LILCO combination
         and the formation of KeySpan Energy Corporation.  Your Board of
         Directors has unanimously recommended that you vote FOR the
         Brooklyn Union / LILCO transaction and FOR the formation of
         KeySpan Energy Corporation.

              We need your vote.  Approval requires the affirmative vote of
         at least two-thirds of all outstanding shares of common stock.  I
         appreciate your support.

         Sincerely,

         /s/ Robert B. Catell
         Robert B. Catell
         Chairman and Chief Executive Officer

                                      IMPORTANT
            If you have any questions, or need assistance in voting your
                 shares, please contact the firm assisting us in the
                              solicitation of proxies:
                              GEORGESON & COMPANY INC.
                              TOLL FREE: 1-800-223-2064





         BROOKLYN UNION [LOGO]              One MetroTech Center
                                            Brooklyn, New York 11201-3851

         July 18, 1997

         Dear Fellow Shareholders,

         We recently sent you proxy materials for our proposed combination
         with LILCO and the formation of the KeySpan holding company.

           YOUR BOARD OF DIRECTORS AND MANAGEMENT TEAM RECOMMEND THAT ALL
                      SHAREHOLDERS VOTE FOR THESE TRANSACTIONS.

         We are confident this combination will create a larger, stronger
         company, better positioned for success in the competitive energy
         marketplace.  Shareholders will benefit from increased revenues,
         earnings, and dividends and the enhanced ability of the company to
         provide its broader customer base with competitive energy products
         and services.  In addition to voting on the LILCO transaction, we
         are also asking you to vote on the formation of the KeySpan
         holding company as an interim step for Brooklyn Union prior to the
         combination.

         APPROVAL OF THE COMBINATION REQUIRES THE AFFIRMATIVE VOTE OF AT
         LEAST TWO-THIRDS OF ALL OUTSTANDING SHARES OF COMMON STOCK.  THIS
         MAKES YOUR VOTE ESPECIALLY IMPORTANT AND THAT'S WHY I AM WRITING
         TO YOU.

         We need your support.  It is also important to realize that not
         voting or abstaining will have the effect of voting against these
         transactions.  IF YOU HAVEN'T DONE SO ALREADY, PLEASE TAKE A FEW
         MINUTES TO SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
         POSTAGE-PAID ENVELOPE TODAY.  Remember, by doing so you will save
         your company the expense of further solicitation costs, while
         ensuring that your vote is represented at the special meeting of
         shareholders to be held on August 7, 1997.

         If you have any questions or need additional instructions, please
         do not hesitate to call our special toll-free number at 1-800-223-
         2064, to reach a representative of Georgeson & Company Inc. which
         is assisting us with this proxy solicitation.

         Sincerely,

         /s/ Robert B. Catell
         Robert B. Catell
         Chairman and Chief Executive Officer