EXHIBIT 23(c)
 
                                  CONSENT OF
              MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED



                                 June 27, 1997



Board of Directors
The Brooklyn Union Gas Company
One MetroTech Center
Brooklyn, New York 11201-3850

Dear Members of the Board:

             We hereby consent to the use of our opinion letter dated the date
of the Joint Proxy Statement/Prospectus referred to below, to the Board of
Directors of The Brooklyn Union Gas Company ("Brooklyn Union"), included as
Annex E to the Joint Proxy Statement/Prospectus which forms a part of the
Registration Statement on Form S-4 relating to the proposed business combination
of Brooklyn Union with Long Island Lighting Company, and to the references
therein to such opinion under the captions "Summary--Opinions of Financial
Advisors," "The Brooklyn Union/Lilco Combination--Background of the 
Combination," "The Brooklyn Union/Lilco Combination--Recommendations of the
Boards of Directors" and "The Brooklyn Union/Lilco Combination--Opinion of
Brooklyn Union's Financial Advisor."

             In giving such consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder, nor do we thereby admit that we are experts with
respect to any part of such Registration Statement within the meaning of the
term "experts" as used in the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.

                
                                        MERRILL LYNCH, PIERCE, FENNER & SMITH
                                                     INCORPORATED