UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K


                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



  Date of report (Date of earliest event reported) :              April 30, 2004


                               KEYSPAN CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


                                    New York
                 (State or Other Jurisdiction of Incorporation)


            1-14161                                       11-3431358
(Commission File Number)                       (IRS Employer Identification No.)

 175 East Old Country Road, Hicksville, New York            11801
  One MetroTech Center, Brooklyn, New York                  11201
  (Address of Principal Executive Offices)               (Zip Code)

                           (516) 755-6650 (Hicksville)
                            (718) 403-1000 (Brooklyn)
              (Registrant's Telephone Number, Including Area Code)


                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)






Cautionary Language Concerning Forward-Looking Statements
- ---------------------------------------------------------

     Certain statements contained herein are forward-looking  statements,  which
reflect  numerous  assumptions  and  estimates and involve a number of risks and
uncertainties.  For these statements, we claim the protection of the safe harbor
for  forward-looking  statements  provided by the Private Securities  Litigation
Reform Act of 1995.

     There are  possible  developments  that could  cause our actual  results to
differ  materially  from  those  forecast  or  implied  in  the  forward-looking
statements.   You  are   cautioned   not  to  place  undue   reliance  on  these
forward-looking  statements,  which  are  current  only  as of the  date of this
filing.  We  disclaim  any  intention  or  obligation  to update  or revise  any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.

     Among the factors that could cause actual results to differ materially are:
general  economic  conditions,   especially  in  the  Northeast  United  States;
available sources and cost of fuel; volatility of energy prices in a deregulated
market  environment  as well as in the  source of  natural  gas and fuel used to
generate  electricity;  potential  write-down  of our  investment in natural gas
properties  when  natural  gas prices are  depressed  or if we have  significant
downward  revisions  in our  estimated  proved gas  reserves;  federal and state
regulatory  initiatives that increase competition,  threaten cost and investment
recovery,  and impact rate  structures;  our ability to successfully  reduce our
cost structures; implementation of new accounting standards; the degree to which
the we develop  unregulated  business  ventures;  as well as  federal  and state
regulatory  policies  affecting our ability to retain and operate those business
ventures; our ability to identify and make complementary  acquisitions,  as well
as the successful  integration of those  acquisitions;  inflationary  trends and
interest rates; and risks detailed from time to time in reports filed by us with
the Securities and Exchange Commission.


Item 7.      Financial Statement, Pro Forma Financial Information and Exhibits.
             ------------------------------------------------------------------

     (c) Exhibits.

          (1)  Press Release of KeySpan  Corporation ("the Company") dated April
               30, 2004.

          (2)  Script of Earnings Conference Call


Item 12.     Results of Operations and Financial Condition.
             ----------------------------------------------


On April 30, 2004,  the Company issued a press release  concerning,  among other
things,  its  consolidated  earnings for the quarter  ended March 31, 2004.  The
Company's  press  release is attached  hereto as Exhibit  99.1 and  incorporated
herein by reference.

The Company  will also host an  earnings  conference  call at 10:30 A.M.  EST on
April 30, 2004 to discuss its consolidated  earnings for the quarter ended March
31,  2004.  The script of the  earnings  conference  call is attached  hereto as
Exhibit 99.2 and incorporated herein by reference.



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                                   SIGNATURES


     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 hereunto duly authorized.



                                                    KEYSPAN CORPORATION

Dated: April 30, 2004                        By:    /s/Gerald Luterman
                                                    ------------------
                                             Name:  Gerald Luterman
                                             Title: Executive Vice President
                                                    and Chief Financial Officer
















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                                INDEX TO EXHIBITS
                                -----------------


Exhibit No.               Exhibit                                        Page
- -----------               -------                                        ----

      99.1                Press Release dated April 30, 2004               5


      99.2                Script of Earnings Conference Call              13
























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