As filed with the Securities and Exchange Commission on September 21, 1998 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): SEPTEMBER 11, 1998 MARKETSPAN 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) 175 East Old Country Road, Hicksville, New York 11801 (Former Name or Former Address, if Changed Since Last Report) The registrant hereby amends and supplements the following items of its Current Report on Form 8-K dated September 11, 1998: Item 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements: None (b) Pro Forma Financial Information: None (c) Exhibits: 3.1 By-Laws of MarketSpan Corporation, as amended, filed as Exhibit to the Company's Form 8-K on September 11, 1998 16 Letter from Ernst & Young LLP to the Securities and Exchange Commission dated September 16, 1998, agreeing with the statements contained in Item 4 of the Company's Form 8-K dated September 11, 1998 regarding a change in the certifying accountant, filed herewith. 99.1 Press Release, dated August 24, 1998, filed as an Exhibit to the Company's Form 8-K on September 11, 1998. 99.2 Press Release, dated September 10, 1998, filed as an Exhibit to the Company's Form 8-K on September 11, 1998. Page 2 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. MARKETSPAN CORPORATION Dated: September 21, 1998 By: /S/ CRAIG G. MATTHEWS -------------------------- Name: Craig G. Matthews Title: Executive Vice President and Chief Financial Officer Page 3 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION PAGE - -------------- ----------- ---- 16 Letter from Ernst & Young LLP to 5 the Securities and Exchange Commission dated September 16, 1998, agreeing with the statements contained in Item 4 of the Company's Form 8-K dated September 11, 1998 regarding a change in the certifying accountant Page 4