<PAGE>
     As filed with the Securities and Exchange Commission on June
     19, 1996
     
                                   Registration No. 333-_______
     
     
             SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, DC 20549
     
     
                          FORM S-8
     
                   REGISTRATION STATEMENT
                          UNDER THE
                   SECURITIES ACT OF 1933
     
               The Brooklyn Union Gas Company
     (Exact Name of Registrant as Specified in its Charter)
     
                          New York
      (State or Other Jurisdiction of Incorporation or
                        Organization)
     
                         11-0584613
            (I.R.S. Employer Identification No.)
     
     One MetroTech Center, Brooklyn, New York 11201-3850
     (Address of Principal Executive Offices) (Zip Code)
     
     The Brooklyn Union Gas Company Long-Term Performance
                 Incentive Compensation Plan
                    (Full Title of Plan)
     
     Robert R. Wieczorek, Vice President, Secretary & Treasurer
                    One MetroTech Center
                Brooklyn, New York 11201-3851
           (Name and Address of Agent For Service)
     
                       (718) 403-2000
     (Telephone Number, Including Area Code, of Agent For
                          Service.)
     
               CALCULATION OF REGISTRATION FEE
     
     Title of Securities to be Registered 
     Common Stock, par value $.33 1/3 per share
     
     Amount to be Registered
     1,500,000
     
     Proposed Offering Price Per Share (1)
     $26.875
     
     Proposed Aggregate Offering Price(1)
     $40,312,500.00
     
     Amount of Registration Fee
     $13,900.86
     
     (1)  Estimated pursuant to Rule 457(h)(1), and is being
     utilized solely for the purpose of calculating the
     registration fee, based on the average of the high and
     low prices of The Brooklyn Union Gas Company Common 
     Stock, par value $. 33 1/3 per share, on the New York
     Stock Exchange Composite Tape on June 13, 1996.
     <PAGE>
     
                           PART I
     
     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
     
     
     Item 1.   Plan Information
     
               All information required by Part I to be contained
     in the Section 10(a) prospectus is omitted from this
     Registration Statement in accordance with Rule 428 under the
     Securities Act of 1933, as amended (the "Securities Act"),
     and the Note to Part I of Form S-8.
     
     Item 2.   Registrant Information and Employee Plan Annual
        Information
     
               All information required by Part I to be contained
     in the Section 10(a) prospectus is omitted from this
     Registration Statement in accordance with Rule 428 under the
     Securities Act and the Note to Part I of Form S-8.
     
     <PAGE>
                           PART II
     
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
     
     
     Item 3.   Incorporation of Documents by Reference.
     
               The documents listed on (a) through (c) below are
     incorporated herein by reference.
     
               (a)  Annual Report of The Brooklyn Union Gas
     Company (the "Company" or the "Registrant") on Form 10-K for
     the year ended September 30, 1995, filed pursuant to
     Section 13 of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act").
     
               (b)  The Registrant's Quarterly Reports on
     Form 10-Q for each of the quarterly periods ended
     December 31, 1995 and March 31, 1996, filed pursuant to
     Section 13 of the Exchange Act.
     
               (c)  The Registrant's Proxy Statement for the
     Annual Meeting of Shareholders held on February 1, 1996,
     filed pursuant to Section 14 of the Exchange Act.
     
               In addition, all documents subsequently filed by
     the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d)
     of the Exchange Act prior to the filing of a post-effective
     amendment which indicates that all securities offered have
     been sold or which deregisters all securities then remaining
     unsold, shall be deemed to be incorporated by reference in
     this Registration Statement and to be part thereof from the
     date of filing of such documents.
     
     Item 4.   Description of Securities.
     
               The following statements with respect to the
     Company's Common Stock, par value $.33 1/3 per share (the
     "Common Stock"), are based on certain provisions of the
     Company's Restated Certificate of Incorporation, as amended,
     and the Company's By-Laws currently in effect.
     
               The Company is authorized to issue seventy million
     (70,000,000) shares of Common Stock, and two classes of
     preferred stock ("Preferred Stock") as follows: nine hundred
     thousand (900,000) shares of Cumulative Preferred Stock,
     $100 par value per share, and two million (2,000,000) shares
     of Cumulative Preferred Stock, $25 par value per share. The
     Preferred Stock may be issued from time to time in series as
     the Board of Directors of the Company may determine, and the
     respective
     <PAGE>
     series dividend rates, redemption terms, amounts payable on
     certain liquidations and other terms not inconsistent with
     the Restated Certificate of Incorporation are fixed by the
     Board of Directors with respect to any such series prior to
     its issuance.
     
               When purchased and paid for as contemplated
     hereby, the Common Stock offered hereby will be fully paid
     and non-assessable by the Company, and will be listed on the
     New York Stock Exchange.
     
               Holders of Common Stock are not entitled to
     preemptive rights.
     
     
     Dividends
     
               After dividends on all outstanding classes of
     Preferred Stock have been paid or declared and all sinking
     fund requirements on the Preferred Stock have been met or
     funds set apart for their payment, the Common Stock is
     entitled to such dividends as may be declared by the Board
     of Directors and the Company may purchase or otherwise
     acquire Common Stock out of funds legally available for
     either of such purposes.
     
     Liquidation Rights
     
               Upon liquidation of the Company, any net assets
     remaining after payment to creditors and payment to the
     holders of the Preferred Stock of the full amounts to which
     they are entitled to receive are distributable pro rata to
     the holders of the Common Stock.
     
     Voting Rights
     
               The Common Stock entitles the holder to one vote
     per share. There are no cumulative voting rights. The
     Company's Board of Directors is divided into three classes,
     as nearly equal in number as possible, with directors
     elected generally to serve for terms of three years.
     
               If dividends on any shares of any class of
     Preferred Stock are in arrears in an amount equivalent to
     four full quarterly dividends on all shares then
     outstanding, the holders thereof voting as a class are
     entitled to elect two directors. Such right shall terminate
     upon payment or declaration of all dividends accumulated on
     the Preferred Stock of the particular class. In addition,
     the holders of each class of Preferred Stock are entitled to
     vote as a class on matters involving the sale, lease or
     transfer of substantially all of the property or business of
     the Company, the merger or consolidation of the Company with
     any other corporation, and in certain other instances where
     the rights of the holders thereof may be adversely affected.
     
     <PAGE>
     
     Item 5.   Interests of Named Experts and Counsel.
     
               Not applicable.
     
     Item 6.   Indemnification of Officers and Directors.
     
               Sections 721 through 726 of the Business
     Corporation Law of the State of New York (the "BCL") provide
     for indemnification of directors and officers under certain
     conditions and subject to specific limitations. The law has
     been liberalized to permit New York corporations, among
     other things, to supplement the statutory indemnification
     with additional "non-statutory" indemnification for
     directors and officers meeting a specified standard of
     conduct and to advance to officers and directors litigation
     expenses under certain circumstances. The Company's Board of
     Directors has adopted an indemnification By-Law provision in
     order to afford directors and officers the additional
     indemnification and litigation expense protection permitted
     under the BCL. Article VII of the Company's By-Laws provides
     for indemnification of, and advancement of litigation
     expenses incurred by, directors and officers of the Company
     to the fullest extent permitted by law. Insofar as
     indemnification for liabilities arising under the Securities
     Act may be permitted to directors, officers or persons
     controlling the Company pursuant to the foregoing
     provisions, the Company has been informed that, in the
     opinion of the Securities and Exchange Commission, such
     indemnification is against public policy as expressed in the
     Securities Act and is therefore unenforceable.
     
               In addition, Article VIII of the Company's
     Restated Certificate of Incorporation, as amended, provides
     for the elimination and limitation of personal liability of
     directors for damages for any breach of duty in such
     capacity to the fullest extent permitted by the BCL.
     
               The Company has also obtained insurance providing
     for indemnification of directors and officers against
     certain liabilities and expenses.
     
     Item 7.   Exemption from Registration Claim.
     
               Not applicable.
     
     Item 8.   Exhibits.
     
               The following exhibits are filed as part of this
     Registration Statement:
     
     <PAGE>
     Item 601
     Regulation
     S-K Exhibit
     Reference
     Number                             Description
          
     4.1                 The Brooklyn Union Gas Company Long-Term
                         Performance Incentive Compensation Plan,
                         incorporated by reference from 
                         Appendix A to the Registrant's Proxy
                         Statement dated December 28, 1995, for
                         the meeting of shareholders held on
                         February 1, 1996.
     
     4.2                 Restated Certificate of Incorporation of
                         the Registrant filed August 1, 1989, and
                         Certificates of Amendment filed March
                         16, 1992 and July 2, 1993, incorporated
                         by reference from Exhibit 4(a) to the
                         Registrant's Registration Statement on
                         Form S-3 No. 33-50249.
          
     4.3                 By-Laws of the Registrant, dated
                         June 28, 1995, incorporated by reference
                         from the Registrant's Current Report on
                         Form 8-K dated September 5, 1995.
     
     5                   Opinion of Sullivan & Cromwell as to the
                         validity of the Common Stock being
                         registered.*
          
     15                  Letter re unaudited interim financial
                         information.*
          
     23.1                Consent of Sullivan & Cromwell
                         (contained in Exhibit (5) hereto).
     
     23.2                Consent of Arthur Andersen LLP.
          
     24                  Power of Attorney (included on Signature
                         Page of this Registration Statement).
     
     
     ______________________________________
     * Filed herewith.
     
     <PAGE>
     
     
     Item 9.   Undertakings
     
               (a)  The Registrant hereby undertakes:
     
               (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     Registration Statement:
     
                    (i)  To include any prospectus required by
     Section 10(a)(3) of the Securities Act;
     
                    (ii) To reflect in the prospectus any facts
     or events arising after the effective date of this
     Registration Statement (or the most recent post-effective
     amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth
     in this Registration Statement;
     
                    (iii)     To include any material information
     with respect to the plan of distribution not previously
     disclosed in this Registration Statement or any material
     change to such information in this Registration Statement;
     
     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in
     periodic reports filed by the Registrant pursuant to Section
     13 or 15(d) of the Exchange Act that are incorporated by
     reference in this Registration Statement.
     
               (2)  That, for the purpose of determining any
     liability under the Securities Act, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the
     initial bona fide offering thereof; and
     
               (3)  To remove from registration by means of a
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of the
     offering.
     
               (b)  The undersigned Registrant hereby undertakes
     that, for purposes of determining any liability under the
     Securities Act, each filing of the Registrant's annual
     report pursuant to Section 13(a) or Section 15(d) of the
     Exchange Act that is incorporated by reference in the
     Registration Statement shall be deemed to be a new
     registration statement relating to the securities offered
     therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering
     thereof.
     <PAGE>
               (c)  Insofar as indemnification for liabilities
     arising under the Securities Act may be permitted to
     directors, officers and controlling persons of the
     registrant pursuant to the foregoing provision, or
     otherwise, the Registrant has been advised that in the
     opinion of the Securities and Exchange Commission such
     indemnification is against public policy as expressed in the
     Securities Act and is, therefore, unenforceable.  In the
     event that a claim for indemnification against such
     liabilities (other than the payment by the Registrant of
     expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful
     defense of any action, suit or proceeding) is asserted by
     such director, officer or controlling person in connection
     with the securities being registered, the Registrant will,
     unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed
     in the Securities Act and will be governed by the final
     adjudication of such issue.
     <PAGE>
     
                         SIGNATURES
     
               Pursuant to the requirements of the Securities Act
     of 1933, the Registrant certifies that it has reasonable
     grounds to believe that it meets all of the requirements for
     filing on Form S-8 and has duly caused this Registration
     Statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of New York, State of
     New York, on this 19 day of June, 1996.
     
                                   THE BROOKLYN UNION GAS COMPANY
     
                              By:   /s/ Robert B. Catell          
                                   Robert B. Catell
                                   Chairman, Chief Executive
                                   Officer and Director
     
     
                      POWER OF ATTORNEY
     
               Each of the undersigned does hereby appoint Robert
     B. Catell, Vincent D. Enright and Richard M. Desmond, and
     each of them severally, his true and lawful attorneys to
     execute on behalf of the undersigned any and all amendments
     to this Registration Statement and to file the same, with
     all exhibits thereto, and other documents in connection
     therewith with the Securities and Exchange Commission; each
     of such attorneys shall have the power to act hereunder with
     or without the others.
     
               Pursuant to the requirements of the Securities Act
     of 1933, as amended, this Registration Statement has been
     signed by the following persons in the indicated capacities
     on June 19, 1996.
     
     
     
     
     Signature                Title
     
     
     /s/ Robert B. Catell
     (Robert B. Catell)       Chairman, Chief Executive Officer
                              and Director
     
     
     /s/ Vincent D. Enright
     (Vincent D. Enright)     Senior Vice President
                              and Chief Financial Officer   
     
     
     /s/ Richard M. Desmond
     (Richard M. Desmond)     Vice President,
                              Comptroller and Chief Accounting
                              Officer
     
     
     /s/ Kenneth I. Chenault
     (Kenneth I. Chenault)    Director
     
     
     /s/ Andrea S. Christensen
     (Andrea S. Christensen)  Director
     
     
     /s/ Donald H. Elliott
     (Donald H. Elliott)      Director
     
     
     /s/ Alan Fishman
     (Alan H. Fishman)        Director
     
     
     /s/ James L. Larocca
     (James L. Larocca)       Director
     
     
     /s/ Edward D. Miller
     (Edward D. Miller)       Director
     
     
     /s/ James Q. Riordan
     (James Q. Riordan)       Director
     <PAGE>
     
                      INDEX TO EXHIBITS
     
     Exhibit                                      Sequentially 
     Number              Exhibit                  Numbered Page
     
     
     4.1  The Brooklyn Union Gas Company Long-Term
          Performance Incentive Compensation Plan,
          incorporated by reference from Appendix A
          to the Registrant's Proxy Statement dated
          December 28, 1995, for the meeting of
          shareholders held on February 1, 1996......
     
     
     4.2  Restated Certificate of Incorporation of
          the Registrant filed August 1, 1989, and
          Certificates of Amendment filed March 16,
          1992 and July 2, 1993, incorporated by
          reference from Exhibit 4(a) to the
          Registrant's Registration Statement on
          Form S-3 No. 33-50249......................
     
     
     4.3  By-Laws of the Registrant, dated June 28,
          1995, incorporated by reference from the
          Registrant's Current Report on Form 8-K
          dated September 5, 1995.....................
     
     
     5    Opinion of Sullivan & Cromwell as to the
          validity of the Common Stock being
          registered*.................................
     
          
     15   Letter re unaudited interim financial
          information*...............................
     
          
     23.1 Consent of Sullivan & Cromwell (contained
          in Exhibit (5) hereto).....................
     
          
     23.2 Consent of Arthur Andersen LLP..............
     
     
     24   Power of Attorney (included on Signature
          Page of this Registration
          Statement).................................
     
     
     ___________________________________
     *    Filed herewith.
     <PAGE>
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As filed with the Securities and Exchange Commission on June
     19, 1996
     
                                   Registration No. 333-_______
     
     
             SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, DC 20549
     
     
                          FORM S-8
     
                   REGISTRATION STATEMENT
                          UNDER THE
                   SECURITIES ACT OF 1933
     
               The Brooklyn Union Gas Company
     (Exact Name of Registrant as Specified in its Charter)
     
                          New York
      (State or Other Jurisdiction of Incorporation or
                        Organization)
     
                         11-0584613
            (I.R.S. Employer Identification No.)
     
     One MetroTech Center, Brooklyn, New York 11201-3850
     (Address of Principal Executive Offices) (Zip Code)
     
     The Brooklyn Union Gas Company Long-Term Performance
                 Incentive Compensation Plan
                    (Full Title of Plan)
     
     Robert R. Wieczorek, Vice President, Secretary & Treasurer
                    One MetroTech Center
                Brooklyn, New York 11201-3851
           (Name and Address of Agent For Service)
     
                       (718) 403-2000
     (Telephone Number, Including Area Code, of Agent For
                          Service.)
     
               CALCULATION OF REGISTRATION FEE
     
     Title of Securities to be Registered 
     Common Stock, par value $.33 1/3 per share
     
     Amount to be Registered
     1,500,000
     
     Proposed Offering Price Per Share (1)
     $26.875
     
     Proposed Aggregate Offering Price(1)
     $40,312,500.00
     
     Amount of Registration Fee
     $13,900.86
     
     (1)  Estimated pursuant to Rule 457(h)(1), and is being
     utilized solely for the purpose of calculating the
     registration fee, based on the average of the high and
     low prices of The Brooklyn Union Gas Company Common 
     Stock, par value $. 33 1/3 per share, on the New York
     Stock Exchange Composite Tape on June 13, 1996.
PART I
     
     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
     
     
     Item 1.   Plan Information
     
               All information required by Part I to be contained
     in the Section 10(a) prospectus is omitted from this
     Registration Statement in accordance with Rule 428 under the
     Securities Act of 1933, as amended (the "Securities Act"),
     and the Note to Part I of Form S-8.
     
     Item 2.   Registrant Information and Employee Plan Annual
        Information
     
               All information required by Part I to be contained
     in the Section 10(a) prospectus is omitted from this
     Registration Statement in accordance with Rule 428 under the
     Securities Act and the Note to Part I of Form S-8.
PART II
     
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
     
     
     Item 3.   Incorporation of Documents by Reference.
     
               The documents listed on (a) through (c) below are
     incorporated herein by reference.
     
               (a)  Annual Report of The Brooklyn Union Gas
     Company (the "Company" or the "Registrant") on Form 10-K for
     the year ended September 30, 1995, filed pursuant to
     Section 13 of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act").
     
               (b)  The Registrant's Quarterly Reports on
     Form 10-Q for each of the quarterly periods ended
     December 31, 1995 and March 31, 1996, filed pursuant to
     Section 13 of the Exchange Act.
     
               (c)  The Registrant's Proxy Statement for the
     Annual Meeting of Shareholders held on February 1, 1996,
     filed pursuant to Section 14 of the Exchange Act.
     
               In addition, all documents subsequently filed by
     the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d)
     of the Exchange Act prior to the filing of a post-effective
     amendment which indicates that all securities offered have
     been sold or which deregisters all securities then remaining
     unsold, shall be deemed to be incorporated by reference in
     this Registration Statement and to be part thereof from the
     date of filing of such documents.
     
     Item 4.   Description of Securities.
     
               The following statements with respect to the
     Company's Common Stock, par value $.33 1/3 per share (the
     "Common Stock"), are based on certain provisions of the
     Company's Restated Certificate of Incorporation, as amended,
     and the Company's By-Laws currently in effect.
     
               The Company is authorized to issue seventy million
     (70,000,000) shares of Common Stock, and two classes of
     preferred stock ("Preferred Stock") as follows: nine hundred
     thousand (900,000) shares of Cumulative Preferred Stock,
     $100 par value per share, and two million (2,000,000) shares
     of Cumulative Preferred Stock, $25 par value per share. The
     Preferred Stock may be issued from time to time in series as
     the Board of Directors of the Company may determine, and the
     respective
series dividend rates, redemption terms, amounts payable on
     certain liquidations and other terms not inconsistent with
     the Restated Certificate of Incorporation are fixed by the
     Board of Directors with respect to any such series prior to
     its issuance.
     
               When purchased and paid for as contemplated
     hereby, the Common Stock offered hereby will be fully paid
     and non-assessable by the Company, and will be listed on the
     New York Stock Exchange.
     
               Holders of Common Stock are not entitled to
     preemptive rights.
     
     
     Dividends
     
               After dividends on all outstanding classes of
     Preferred Stock have been paid or declared and all sinking
     fund requirements on the Preferred Stock have been met or
     funds set apart for their payment, the Common Stock is
     entitled to such dividends as may be declared by the Board
     of Directors and the Company may purchase or otherwise
     acquire Common Stock out of funds legally available for
     either of such purposes.
     
     Liquidation Rights
     
               Upon liquidation of the Company, any net assets
     remaining after payment to creditors and payment to the
     holders of the Preferred Stock of the full amounts to which
     they are entitled to receive are distributable pro rata to
     the holders of the Common Stock.
     
     Voting Rights
     
               The Common Stock entitles the holder to one vote
     per share. There are no cumulative voting rights. The
     Company's Board of Directors is divided into three classes,
     as nearly equal in number as possible, with directors
     elected generally to serve for terms of three years.
     
               If dividends on any shares of any class of
     Preferred Stock are in arrears in an amount equivalent to
     four full quarterly dividends on all shares then
     outstanding, the holders thereof voting as a class are
     entitled to elect two directors. Such right shall terminate
     upon payment or declaration of all dividends accumulated on
     the Preferred Stock of the particular class. In addition,
     the holders of each class of Preferred Stock are entitled to
     vote as a class on matters involving the sale, lease or
     transfer of substantially all of the property or business of
     the Company, the merger or consolidation of the Company with
     any other corporation, and in certain other instances where
     the rights of the holders thereof may be adversely affected.
Item 5.   Interests of Named Experts and Counsel.
     
               Not applicable.
     
     Item 6.   Indemnification of Officers and Directors.
     
               Sections 721 through 726 of the Business
     Corporation Law of the State of New York (the "BCL") provide
     for indemnification of directors and officers under certain
     conditions and subject to specific limitations. The law has
     been liberalized to permit New York corporations, among
     other things, to supplement the statutory indemnification
     with additional "non-statutory" indemnification for
     directors and officers meeting a specified standard of
     conduct and to advance to officers and directors litigation
     expenses under certain circumstances. The Company's Board of
     Directors has adopted an indemnification By-Law provision in
     order to afford directors and officers the additional
     indemnification and litigation expense protection permitted
     under the BCL. Article VII of the Company's By-Laws provides
     for indemnification of, and advancement of litigation
     expenses incurred by, directors and officers of the Company
     to the fullest extent permitted by law. Insofar as
     indemnification for liabilities arising under the Securities
     Act may be permitted to directors, officers or persons
     controlling the Company pursuant to the foregoing
     provisions, the Company has been informed that, in the
     opinion of the Securities and Exchange Commission, such
     indemnification is against public policy as expressed in the
     Securities Act and is therefore unenforceable.
     
               In addition, Article VIII of the Company's
     Restated Certificate of Incorporation, as amended, provides
     for the elimination and limitation of personal liability of
     directors for damages for any breach of duty in such
     capacity to the fullest extent permitted by the BCL.
     
               The Company has also obtained insurance providing
     for indemnification of directors and officers against
     certain liabilities and expenses.
     
     Item 7.   Exemption from Registration Claim.
     
               Not applicable.
     
     Item 8.   Exhibits.
     
               The following exhibits are filed as part of this
     Registration Statement:
Item 601
     Regulation
     S-K Exhibit
     Reference
     Number                             Description
          
     4.1                 The Brooklyn Union Gas Company Long-Term
                         Performance Incentive Compensation Plan,
                         incorporated by reference from 
                         Appendix A to the Registrant's Proxy
                         Statement dated December 28, 1995, for
                         the meeting of shareholders held on
                         February 1, 1996.
     
     4.2                 Restated Certificate of Incorporation of
                         the Registrant filed August 1, 1989, and
                         Certificates of Amendment filed March
                         16, 1992 and July 2, 1993, incorporated
                         by reference from Exhibit 4(a) to the
                         Registrant's Registration Statement on
                         Form S-3 No. 33-50249.
          
     4.3                 By-Laws of the Registrant, dated
                         June 28, 1995, incorporated by reference
                         from the Registrant's Current Report on
                         Form 8-K dated September 5, 1995.
     
     5                   Opinion of Sullivan & Cromwell as to the
                         validity of the Common Stock being
                         registered.*
          
     15                  Letter re unaudited interim financial
                         information.*
          
     23.1                Consent of Sullivan & Cromwell
                         (contained in Exhibit (5) hereto).
     
     23.2                Consent of Arthur Andersen LLP.
          
     24                  Power of Attorney (included on Signature
                         Page of this Registration Statement).
     
     
     ______________________________________
     * Filed herewith.
Item 9.   Undertakings
     
               (a)  The Registrant hereby undertakes:
     
               (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     Registration Statement:
     
                    (i)  To include any prospectus required by
     Section 10(a)(3) of the Securities Act;
     
                    (ii) To reflect in the prospectus any facts
     or events arising after the effective date of this
     Registration Statement (or the most recent post-effective
     amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth
     in this Registration Statement;
     
                    (iii)     To include any material information
     with respect to the plan of distribution not previously
     disclosed in this Registration Statement or any material
     change to such information in this Registration Statement;
     
     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in
     periodic reports filed by the Registrant pursuant to Section
     13 or 15(d) of the Exchange Act that are incorporated by
     reference in this Registration Statement.
     
               (2)  That, for the purpose of determining any
     liability under the Securities Act, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the
     initial bona fide offering thereof; and
     
               (3)  To remove from registration by means of a
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of the
     offering.
     
               (b)  The undersigned Registrant hereby undertakes
     that, for purposes of determining any liability under the
     Securities Act, each filing of the Registrant's annual
     report pursuant to Section 13(a) or Section 15(d) of the
     Exchange Act that is incorporated by reference in the
     Registration Statement shall be deemed to be a new
     registration statement relating to the securities offered
     therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering
     thereof.
(c)  Insofar as indemnification for liabilities
     arising under the Securities Act may be permitted to
     directors, officers and controlling persons of the
     registrant pursuant to the foregoing provision, or
     otherwise, the Registrant has been advised that in the
     opinion of the Securities and Exchange Commission such
     indemnification is against public policy as expressed in the
     Securities Act and is, therefore, unenforceable.  In the
     event that a claim for indemnification against such
     liabilities (other than the payment by the Registrant of
     expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful
     defense of any action, suit or proceeding) is asserted by
     such director, officer or controlling person in connection
     with the securities being registered, the Registrant will,
     unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed
     in the Securities Act and will be governed by the final
     adjudication of such issue.
SIGNATURES
     
               Pursuant to the requirements of the Securities Act
     of 1933, the Registrant certifies that it has reasonable
     grounds to believe that it meets all of the requirements for
     filing on Form S-8 and has duly caused this Registration
     Statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of New York, State of
     New York, on this 19 day of June, 1996.
     
                                   THE BROOKLYN UNION GAS COMPANY
     
                              By:   /s/ Robert B. Catell          
                                   Robert B. Catell
                                   Chairman, Chief Executive
                                   Officer and Director
     
     
                      POWER OF ATTORNEY
     
               Each of the undersigned does hereby appoint Robert
     B. Catell, Vincent D. Enright and Richard M. Desmond, and
     each of them severally, his true and lawful attorneys to
     execute on behalf of the undersigned any and all amendments
     to this Registration Statement and to file the same, with
     all exhibits thereto, and other documents in connection
     therewith with the Securities and Exchange Commission; each
     of such attorneys shall have the power to act hereunder with
     or without the others.
     
               Pursuant to the requirements of the Securities Act
     of 1933, as amended, this Registration Statement has been
     signed by the following persons in the indicated capacities
     on June 19, 1996.
     
     
     
     
     Signature                Title
     
     
     /s/ Robert B. Catell
     (Robert B. Catell)       Chairman, Chief Executive Officer
                              and Director
     
     
     /s/ Vincent D. Enright
     (Vincent D. Enright)     Senior Vice President
                              and Chief Financial Officer   
     
     
     /s/ Richard M. Desmond
     (Richard M. Desmond)     Vice President,
                              Comptroller and Chief Accounting
                              Officer
     
     
     /s/ Kenneth I. Chenault
     (Kenneth I. Chenault)    Director
     
     
     /s/ Andrea S. Christensen
     (Andrea S. Christensen)  Director
     
     
     /s/ Donald H. Elliott
     (Donald H. Elliott)      Director
     
     
     /s/ Alan Fishman
     (Alan H. Fishman)        Director
     
     
     /s/ James L. Larocca
     (James L. Larocca)       Director
     
     
     /s/ Edward D. Miller
     (Edward D. Miller)       Director
     
     
     /s/ James Q. Riordan
     (James Q. Riordan)       Director
INDEX TO EXHIBITS
     
     Exhibit                                      Sequentially 
     Number              Exhibit                  Numbered Page
     
     
     4.1  The Brooklyn Union Gas Company Long-Term
          Performance Incentive Compensation Plan,
          incorporated by reference from Appendix A
          to the Registrant's Proxy Statement dated
          December 28, 1995, for the meeting of
          shareholders held on February 1, 1996......
     
     
     4.2  Restated Certificate of Incorporation of
          the Registrant filed August 1, 1989, and
          Certificates of Amendment filed March 16,
          1992 and July 2, 1993, incorporated by
          reference from Exhibit 4(a) to the
          Registrant's Registration Statement on
          Form S-3 No. 33-50249......................
     
     
     4.3  By-Laws of the Registrant, dated June 28,
          1995, incorporated by reference from the
          Registrant's Current Report on Form 8-K
          dated September 5, 1995.....................
     
     
     5    Opinion of Sullivan & Cromwell as to the
          validity of the Common Stock being
          registered*.................................
     
          
     15   Letter re unaudited interim financial
          information*...............................
     
          
     23.1 Consent of Sullivan & Cromwell (contained
          in Exhibit (5) hereto).....................
     
          
     23.2 Consent of Arthur Andersen LLP..............
     
     
     24   Power of Attorney (included on Signature
          Page of this Registration
          Statement).................................
     
     
     ___________________________________
     *    Filed herewith.