United Illuminating Co – ‘S-3DPOS’ on 5/20/94

As of:  Friday, 5/20/94   ·   Effective:  5/20/94   ·   Accession #:  950109-94-883   ·   File #:  33-50221

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Post-Effective Amendment to an S-3D   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3DPOS     Post-Effective Amendment No. 1                        18     91K 
 2: EX-23       Consent of Wiggin & Dana                               1      6K 

S-3DPOS   —   Post-Effective Amendment No. 1
Document Table of Contents

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                                                      REGISTRATION NO. 033-50221
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SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, D.C. 20549    

----------------    

POST-EFFECTIVE AMENDMENT NO. 1    
TO    
FORM S-3    
REGISTRATION STATEMENT    
UNDER   
THE SECURITIES ACT OF 1933    

----------------    

THE UNITED ILLUMINATING COMPANY   
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)    

157 CHURCH STREET     
NEW HAVEN, CONNECTICUT 06506    
(203-499-2000)    
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)   

----------------    

                                        COPIES TO:

   ROBERT L. FISCUS                         WILLIAM C. BASKIN, JR., ESQ.
157 CHURCH STREET                              WIGGIN & DANA      
NEW HAVEN, CONNECTICUT 06506                      ONE CENTURY TOWER         
       (203-499-2000)                        NEW HAVEN, CONNECTICUT 06508-1832
(NAME, ADDRESS AND TELEPHONE NUMBER OF                                          
AGENT FOR SERVICE)                                                            

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PROSPECTUS                                                                      

THE UNITED ILLUMINATING COMPANY 

AUTOMATIC DIVIDEND REINVESTMENT AND 
COMMON STOCK PURCHASE PLAN

----------------  

 THE AUTOMATIC DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN (THE PLAN)
OF THE UNITED ILLUMINATING COMPANY (THE COMPANY OR UI) PROVIDES HOLDERS OF ITS  
COMMON STOCK WITH A METHOD OF PURCHASING SHARES OF THE COMPANY'S COMMON STOCK.  
SHARES OF COMMON STOCK OF THE COMPANY PURCHASED UNDER THE PLAN MAY BE ORIGINAL  
ISSUE SHARES PURCHASED FROM THE COMPANY AND/OR OPEN MARKET SHARES, IN THE       
DISCRETION OF THE COMPANY.                                                      

PARTICIPANTS IN THE PLAN MAY:                                               

--HAVE ALL CASH DIVIDENDS ON THEIR COMMON STOCK AUTOMATICALLY REINVESTED
IN COMMON STOCK, OR                                                 

--HAVE A PORTION OF CASH DIVIDENDS ON THEIR COMMON STOCK AUTOMATICALLY  
REINVESTED IN COMMON STOCK AND RECEIVE THE BALANCE IN CASH, OR    

 --REINVEST PART OR ALL OF THEIR CASH DIVIDENDS IN COMMON STOCK AND INVEST
  ADDITIONAL FUNDS IN COMMON STOCK BY MAKING OPTIONAL CASH PAYMENTS OF
   NOT LESS THAN $10 PER PAYMENT, UP TO A MAXIMUM OF $40,000 PER YEAR IN
THE AGGREGATE.                                                    

 EMPLOYEES OF THE COMPANY MAY ALSO ARRANGE TO MAKE SUCH OPTIONAL CASH PAYMENTS
THROUGH REGULAR PAYROLL DEDUCTIONS.                                             

THE PER SHARE PURCHASE PRICE OF ORIGINAL ISSUE SHARES OF COMMON STOCK       
PURCHASED FROM THE COMPANY WITH ANY COMMON STOCK DIVIDENDS AND/OR OPTIONAL CASH 
PAYMENTS WILL BE THE AVERAGE NEW YORK STOCK EXCHANGE CLOSING PRICE OF THE       
COMPANY'S COMMON STOCK FOR FIVE CONSECUTIVE TRADING DAYS, STARTING WITH THE     
TENTH TRADING DAY BEFORE THE FIRST TRADING DAY OF THE MONTH IN WHICH THE SHARES 
ARE PURCHASED AND ENDING ON THE SIXTH TRADING DAY BEFORE THE FIRST TRADING DAY  
OF SUCH MONTH. WITH RESPECT TO SHARES OF COMMON STOCK PURCHASED ON THE OPEN     
MARKET, THE PURCHASE PRICE WILL BE THE MARKET PRICE AT THE TIME OF PURCHASE     
(PLUS BROKERAGE FEES). REFERENCE IS MADE TO DIVIDENDS AND PRICE RANGE OF COMMON 
STOCK HEREIN FOR DETAILS AS TO RECENT MARKET PRICES OF THE COMMON STOCK AND     
DIVIDENDS PAID THEREON.                                                         

IT IS SUGGESTED THAT THIS PROSPECTUS BE RETAINED FOR FUTURE REFERENCE.      

----------------  

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND    
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR          
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL   
OFFENSE.                                                                        

----------------  

THE DATE OF THIS PROSPECTUS IS JUNE 1, 1994 

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NO PERSON IS AUTHORIZED IN CONNECTION WITH THE PLAN TO GIVE ANY INFORMATION 
OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND ANY         
INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS   
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN   
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THESE SECURITIES IN 
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR     
SOLICITATION IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME  
DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT 
TO ITS DATE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE          
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS 
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.             

----------------  

ADDITIONAL INFORMATION

THE COMPANY IS SUBJECT TO THE INFORMATIONAL REQUIREMENTS OF THE SECURITIES  
EXCHANGE ACT OF 1934 (THE "1934 ACT") AND IN ACCORDANCE THEREWITH FILES REPORTS 
AND OTHER INFORMATION WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION, 
AS OF PARTICULAR DATES, CONCERNING DIRECTORS AND OFFICERS, THEIR REMUNERATION   
AND OWNERSHIP OF SHARES OF THE COMPANY'S STOCK, AND ANY MATERIAL INTEREST OF    
SUCH PERSONS IN TRANSACTIONS WITH THE COMPANY IS DISCLOSED IN PROXY STATEMENTS  
DISTRIBUTED TO SHAREHOLDERS OF THE COMPANY AND FILED WITH THE COMMISSION. SUCH  
REPORTS, PROXY STATEMENTS AND OTHER INFORMATION CAN BE INSPECTED AND COPIED AT  
THE PUBLIC REFERENCE FACILITIES OF THE COMMISSION AT ROOM 1024, 450 FIFTH       
STREET, N.W., JUDICIARY PLAZA, WASHINGTON, D.C. 20549; AND IN THE COMMISSION'S  
NEW YORK REGIONAL OFFICE, 7 WORLD TRADE CENTER, SUITE 1300, NEW YORK, NEW YORK  
10048; AND CHICAGO REGIONAL OFFICE, 500 WEST MADISON STREET, SUITE 1400,        
CHICAGO, ILLINOIS 60661, AND COPIES OF SUCH MATERIAL CAN BE OBTAINED FROM THE   
PUBLIC REFERENCE SECTION OF THE COMMISSION AT 450 FIFTH STREET, N.W.,           
WASHINGTON, D.C. 20549 AT PRESCRIBED RATES. SUCH MATERIAL CAN ALSO BE INSPECTED 
AT THE NEW YORK STOCK EXCHANGE, 20 BROAD STREET, NEW YORK, NEW YORK. THIS       
PROSPECTUS DOES NOT CONTAIN ALL OF THE INFORMATION SET FORTH IN THE             
REGISTRATION STATEMENT AND EXHIBITS THERETO WHICH THE COMPANY HAS FILED WITH    
THE COMMISSION UNDER THE SECURITIES ACT OF 1933 WITH RESPECT TO THE COMMON      
STOCK AND TO WHICH REFERENCE IS HEREBY MADE.                                    

FOR RESIDENTS OF CALIFORNIA: NEITHER THE COMPANY NOR ANY SUBSIDIARY OF THE  
COMPANY DOES BUSINESS IN, OR DOES BUSINESS WITH ANY PERSON OR GROUP LOCATED IN, 
SOUTH AFRICA. THE ABOVE STATEMENT WAS ACCURATE AS OF THE DATE OF THIS           
PROSPECTUS. FOR UPDATED INFORMATION, POTENTIAL INVESTORS MAY CONTACT THE        
SECRETARY OF STATE OF CALIFORNIA AT THE FOLLOWING ADDRESS AND TELEPHONE NUMBER: 
SOUTH AFRICA BUSINESS NOTICE, OFFICE OF SECRETARY OF STATE, 1230 J STREET, ROOM 
100, SACRAMENTO, CA 95814, (916) 327-6427.                                      

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

THERE ARE HEREBY INCORPORATED IN THIS PROSPECTUS BY REFERENCE THE FOLLOWING 
DOCUMENTS AND INFORMATION HERETOFORE FILED WITH THE SECURITIES AND EXCHANGE     
COMMISSION, TO WHICH REFERENCE IS HEREBY MADE:                                  

1. THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED       
DECEMBER 31, 1993, FILED PURSUANT TO SECTION 13 OF THE 1934 ACT.                

2. THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH  
31, 1994, FILED PURSUANT TO SECTION 13 OF THE 1934 ACT.                         

ALL REPORTS AND DOCUMENTS FILED BY THE COMPANY WITH THE SECURITIES AND      
EXCHANGE COMMISSION PURSUANT TO SECTIONS 13(A), 13(C), 14 OR 15(D) OF THE 1934  
ACT AFTER THE DATE OF THIS PROSPECTUS AND PRIOR TO THE TERMINATION OF THE PLAN  
SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND TO BE A  
PART HEREOF FROM THE DATE OF FILING OF SUCH REPORTS AND DOCUMENTS. ANY          
STATEMENT CONTAINED IN A DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY  
REFERENCE HEREIN PRIOR TO THE DATE HEREOF SHALL BE DEEMED TO BE MODIFIED OR     
SUPERSEDED FOR PURPOSES OF THIS PROSPECTUS TO THE EXTENT THAT A STATEMENT       
CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY FILED DOCUMENT THAT ALSO IS OR   
IS DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, MODIFIES OR SUPERSEDES SUCH   
STATEMENT. ANY STATEMENT SO MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT  
AS SO MODIFIED OR SUPERSEDED, TO CONSTITUTE A PART OF THIS PROSPECTUS.          

THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON,     
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN      
DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR  
ALL OF THE DOCUMENTS DESCRIBED ABOVE WHICH ARE OR MAY BE INCORPORATED IN THIS   
PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH     
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH DOCUMENTS).         
REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO KURT MOHLMAN, TREASURER AND      
SECRETARY, THE UNITED ILLUMINATING COMPANY, P.O. BOX 1564, 157 CHURCH STREET,   
NEW HAVEN, CONNECTICUT 06506 (TELEPHONE 203-499-2592).                          

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PROSPECTUS                                                                      

DESCRIPTION OF THE PLAN 

The following, in question and answer form, is a description of the     
provisions of the Automatic Dividend Reinvestment and Common Stock Purchase     
Plan (the Plan) of the Company. The principal executive offices of the Company  
are located at 157 Church Street, New Haven, Connecticut 06506-0901 (telephone  
203-499-2000).                                                                  

PURPOSE                                                                         

1. What is the purpose of the Plan?                                           

The purpose of the Plan is to provide holders of record of the Company's
Common Stock, no par value, (Stock) with a simple and convenient method of      
investing cash dividends and optional cash payments in acquiring shares of      
Stock at regular intervals. The shares of Stock purchased may be, in the        
Company's discretion, original issue shares of Stock purchased directly from    
the Company and/or shares of Stock purchased on the open market. When original  
issue shares of Stock are purchased directly from the Company, the Company will 
receive new equity capital funds.                                               

ADVANTAGES TO PARTICIPANTS                                                      

2. What are the advantages of the Plan to participants?                       

Participants in the Plan may (a) have all cash dividends on their Stock 
automatically reinvested or (b) have a portion of cash dividends on their Stock 
automatically reinvested and receive the balance in cash or (c) reinvest part   
or all of their cash dividends and invest additional funds by making optional   
cash payments of not less than $10 per payment, up to a maximum of $40,000 per  
year in the aggregate. Participants who choose to reinvest only a portion of    
their cash dividends may choose to reinvest dividends on any number of shares   
registered in their names, and receive the balance in cash. In any event, all   
dividends on shares held in the Plan will be reinvested. Full investment of     
funds is possible under the Plan because the Plan permits fractional shares, as 
well as full shares, to be credited to participants' accounts. In addition,     
dividends on full and fractional shares in the participants' accounts will be   
automatically reinvested in additional shares and such additional shares will   
be credited to participants' accounts. Participants avoid the cumbersome        
safekeeping of certificates for shares credited to their accounts under the     
Plan. Regular quarterly statements of account provide simplified recordkeeping. 

ADMINISTRATION                                                                  

3. Who administers the Plan for participants?                                 

The Bank of New York administers the Plan for participants, maintains   
records, sends statements of account to participants and performs other duties  
relating to the Plan. Shares of Stock purchased under the Plan will be          
registered in The Bank of New York's nominee name for participants in the Plan. 
Should The Bank of New York cease to act as agent under the Plan, another agent 
will be designated by the Company.                                              

PARTICIPATION                                                                   

4. Who is eligible to participate?                                            

   All holders of record of shares of Stock are eligible to participate in the
Plan. In order to be eligible to participate, beneficial owners of shares of    
Stock of the Company whose shares are registered in names other                 

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than their own (e.g., in the name of a broker or bank nominee) must become      
shareholders of record by having shares transferred into their names. A         
beneficial owner wishing to make such a transfer should contact the person,     
firm or corporation in whose name the shares are registered and request that    
the appropriate transfer documents be forwarded to The Bank of New York,        
Administrator, c/o Dividend Reinvestment Department, P.O. Box 1958, Newark, NJ  
07101-9774.                                                                     

5. How does an eligible shareholder enroll?                                   

  A holder of record of Stock may join the Plan by signing and returning the
Authorization Form in the pre-addressed envelope provided for this purpose.     
Authorization Forms will be provided from time to time by mail to all non-      
participating shareholders and may also be obtained at any time by written      
request to The Bank of New York, Administrator, c/o Dividend Reinvestment       
Department, P.O. Box 1958, Newark, NJ 07101-9774.                               

6. When may a shareholder join the Plan?                                      

A holder of record of Stock may enroll in the Plan at any time. If the  
Authorization Form is received by The Bank of New York before the record date   
for determination of holders of shares of Stock entitled to the next dividend   
(normally three-to-six weeks in advance of the next dividend payment date),     
then that dividend (or the designated portion thereof) will be used to purchase 
Stock for the shareholder. IF THE AUTHORIZATION FORM IS RECEIVED BY THE BANK OF 
NEW YORK ON OR AFTER THE RECORD DATE FOR DETERMINATION OF HOLDERS OF SHARES OF  
STOCK ENTITLED TO THE NEXT DIVIDEND (NORMALLY THREE-TO-SIX WEEKS IN ADVANCE OF  
THE NEXT DIVIDEND PAYMENT DATE), THAT DIVIDEND WILL BE PAID IN CASH AND THE     
SHAREHOLDER'S PARTICIPATION IN THE DIVIDEND REINVESTMENT FEATURE OF THE PLAN    
WILL COMMENCE WITH THE NEXT DIVIDEND PAYMENT DATE. Dividend payment dates       
ordinarily are January 1, April 1, July 1 and October 1 for the Company's       
Stock.                                                                          

For example, in order to invest a January 1 quarterly dividend, a       
shareholder's Authorization Form must be received by The Bank of New York by    
the record date for that dividend payment (normally December 1). If the         
Authorization Form is received after December 1, the January 1 dividend will be 
paid in cash and the shareholder's participation in the dividend reinvestment   
feature of the Plan will commence with the next dividend payment date, April 1. 

  Optional cash payments received by The Bank of New York at any time once a
shareholder has enrolled in the Plan will be used to purchase Stock for the     
shareholder at the commencement of the following month (see Question 12).       

7. What does the Authorization Form provide?                                  

The Authorization Form appoints The Bank of New York as agent for the   
participating shareholder and authorizes The Bank of New York to reinvest all   
or a portion of the participating shareholder's cash dividends on shares of     
Stock registered in the shareholder's own name, as well as on whole and         
fractional shares credited to the shareholder's account in the Plan and any     
optional cash payments made by such shareholder. Shares of Stock of the Company 
purchased under the Plan may be original issue shares and/or open market        
shares, in the discretion of the Company.                                       

  IF A SIGNED AUTHORIZATION FORM IS RETURNED TO THE BANK OF NEW YORK WITHOUT
INDICATION OF THE NUMBER OF SHARES ON WHICH DIVIDENDS ARE TO BE REINVESTED, ALL 
DIVIDENDS PAYABLE TO THAT SHAREHOLDER WILL BE REINVESTED PURSUANT TO THE PLAN.  

COSTS                                                                           

8. Are there any expenses to participants in connection with purchases under  
the Plan?                                                                       

  The participant pays a brokerage fee only when shares are purchased on the
open market under the Plan. All costs of administration of the Plan are paid by 
the Company. If a participant requests the sale of the participant's shares in  
the event he or she withdraws from the Plan, the participant will pay a         
brokerage commission and any transfer taxes (see Question 19).                  

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PURCHASES                                                                       

9. How many shares of Stock will be purchased for a participant?              

   The number of shares purchased with respect to a quarterly dividend payment
date or a monthly optional cash payment investment date (each a Plan Purchase   
Date) will depend on the amount of the participant's dividends and/or optional  
cash payments (if any) received by the agent and the purchase price of the      
Stock (see Question 10). On a dividend payment date, all of the dividends       
payable on shares and fractional shares already credited to the account of the  
participant under the Plan from previous Plan Purchase Dates will be included   
in dividends used to purchase additional shares of Stock. On each Plan Purchase 
Date, the participant's account will be credited with that number of shares,    
including fractional shares computed to four decimal places, equal to the total 
amount available for the purchase of additional shares divided by the purchase  
price. (See Question 26 for provisions applicable to foreign shareholders       
subject to income tax withholding).                                             

10. What will be the price of shares of Stock purchased under the Plan?         

  The price of shares purchased on the open market with reinvested dividends
and optional cash payments will be the weighted average price of such shares,   
computed to four decimal places, purchased by The Bank of New York for          
distribution to the accounts of participants in the Plan with respect to a Plan 
Purchase Date, plus brokerage fees.                                             

The price of any original issue shares purchased from the Company with  
reinvested dividends and/or optional cash payments will be the average,         
computed to four decimal places, of the closing prices for the Company's Stock, 
as reported on the composite tape for New York Stock Exchange listed            
securities, for five consecutive trading days, starting with the tenth trading  
day prior to the first trading day of the month in which the Plan Purchase Date 
falls and ending on the sixth trading day prior to the first trading day of     
such month.                                                                     

 In the event that both open market purchases and original issue purchases
from the Company are made with respect to a single Plan Purchase Date, such     
combination of shares will be allocated to each individual participant's        
account on a weighted average basis, or otherwise in the discretion of the      
Company.                                                                        

OPTIONAL CASH PAYMENTS                                                          

11. How are optional cash payments made?                                        

  The option to make cash payments is available to participants at any time.
The lower portion of the statement of account sent to participants by The Bank  
of New York (see Question 14) may be used when forwarding cash payments. The    
same amount of money need not be sent each time and there is no obligation to   
make any optional cash payments.                                                

    Optional cash payments by a participant must be at least $10 per payment and
cannot exceed a total of $40,000 per year. All cash payments will be            
acknowledged by a receipt from The Bank of New York.                            

All optional cash payments should be made by check or money order. All  
checks or money orders must be payable in U.S. Dollars. Third-party checks will 
not be accepted.                                                                

12. How do optional cash payments work?                                         

Purchases of Stock with optional cash payments will be made on a monthly
basis, at the commencement of each month. Any optional cash payment received    
before the close of business on the third-from-the-last business day of a month 
(the Cash Deadline for that month) will be invested in additional Stock at the  
commencement of the following month. When the first day of a month is also a    
dividend payment date, any optional cash payment received before the Cash       
Deadline for the previous month will be added to the Plan participant's         
dividends being reinvested on that Plan Purchase Date. (Dividend payment dates  
ordinarily are January 1, April 1, July 1 and October 1).                       

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13. What will be done with optional cash payments received too late for         
investment?                                                                     

  Optional cash payments not received before the Cash Deadline for the month
will be held by The Bank of New York and invested with any optional cash        
payments received during the following month. NO INTEREST WILL BE PAID ON CASH  
PAYMENTS HELD BY THE BANK OF NEW YORK ON OPTIONAL CASH PAYMENTS PENDING THEIR   
INVESTMENT IN STOCK.                                                            

REPORTS TO PARTICIPANTS                                                         

14. What kind of reports will be sent to participants in the Plan?              

  Each participant in the Plan will receive a quarterly statement of account
similar to that shown on page 11. Each participant will receive a statement of  
account showing all transactions affecting his or her account in each year; and 
that statement (which may be the last of the quarterly statements referred to   
above) will be received on or before January 31 of the following year. THESE    
STATEMENTS ARE A PARTICIPANT'S CONTINUING RECORD OF THE COST OF HIS OR HER      
STOCK PURCHASES AND SHOULD BE RETAINED FOR INCOME TAX PURPOSES FOR AS LONG AS   
THE SHARES REPRESENTED THEREBY ARE OWNED BY THE PARTICIPANT (SEE QUESTION 24).  
THE BANK OF NEW YORK WILL NOT RETAIN SUCH RECORDS INDEFINITELY.                 

    In addition, each participant will receive copies of the same communications
sent to every other holder of UI's Stock, including the Company's annual        
report, notice of annual meeting of the shareholders and proxy statement, and   
income tax information for reporting dividends paid.                            

DIVIDENDS                                                                       

15. Will participants be credited with dividends on full and fractional shares  
held in their accounts in the Plan?                                             

 Yes. Dividends with respect to fractional shares, as well as full shares,
held in accounts in the Plan will be computed to the nearest cent and credited  
to participants' accounts; and all of such dividends will be reinvested in      
additional shares.                                                              

CERTIFICATES FOR SHARES                                                         

16. Will certificates be issued for shares of Stock purchased?                  

    Normally, certificates for shares of Stock purchased under the Plan will not
be issued to participants. The number of shares in an account under the Plan    
will be shown on the participant's quarterly statement of account. This service 
protects against loss, theft or destruction of stock certificates.              

    A participant may request certificates for any number of whole shares in his
or her account under the Plan, by sending in the stub attached to the bottom of 
the statement of account, which shares will remain in the Plan or be withdrawn  
pursuant to the participant's instructions. The request and instructions should 
be mailed to The Bank of New York at the address listed under Question 28.      
Dividends on any whole shares and/or fractional share remaining in the          
participant's account under the Plan will continue to be credited to the        
participant's account.                                                          

 Shares credited to the account of a participant under the Plan may not be
pledged. A participant who wishes to pledge such shares must request that       
certificates for such shares be issued in accordance with the preceding         
paragraph.                                                                      

CERTIFICATES FOR FRACTIONAL SHARES WILL NOT BE ISSUED UNDER ANY         
CIRCUMSTANCES.                                                                  

17. In whose name will certificates be registered when issued?                  

Accounts under the Plan are maintained in the names in which the        
certificates of participants were registered at the time they entered the Plan. 
Consequently, certificates for whole shares will be similarly registered when   
issued.                                                                         

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WITHDRAWAL                                                                      

18. When may a participant withdraw from the Plan?                              

    A participant may withdraw from the Plan at any time by filling out the stub
attached to the bottom of the statement of account and sending it to The Bank   
of New York at the address given in Question 28.                                

  If the request to withdraw is received prior to a Stock's dividend payment
date, the amount of the dividend and any optional cash payments which would     
otherwise have been invested on such payment date will be paid to the           
withdrawing participant.                                                        

   If the request to withdraw is received by The Bank of New York on a Stock's
dividend payment date, the dividend (or designated portion thereof) paid on     
such dividend payment date and any optional cash payments received prior to the 
Cash Deadline for such payment date (see Question 12) will be invested in       
additional Stock for the participant's account. The request to withdraw will    
then be processed as promptly as possible following such dividend payment date. 

Any optional cash payment received by The Bank of New York prior to a   
request to withdraw will be invested in additional Stock on the next monthly    
date for purchase of shares of Stock, unless return of the optional cash        
payment is requested prior to the Cash Deadline for the month (see Question     
12). The participant's withdrawal with respect to any additional Stock so       
purchased will be processed as promptly as practicable following the monthly    
purchase date.                                                                  

Dividend payment dates ordinarily are January 1, April 1, July 1 and    
October 1.                                                                      

19. How does a participant withdraw from the Plan?                              

In order to withdraw from the Plan, a participant must fill out the stub
attached to the bottom of the statement of account and send it to The Bank of   
New York, at the address given in Question 28, notifying it that he or she      
wishes to withdraw from the UI Automatic Dividend Reinvestment and Common Stock 
Purchase Plan and giving the participant's account number. When a participant   
withdraws from the Plan, or upon termination of the Plan by the Company,        
certificates for whole shares credited to the participant's account under the   
Plan will be issued and a cash payment will be made for any fractional share    
(see Question 20). Upon withdrawal from the Plan, the participant may, if       
desired, also request that all of the shares, both whole and fractional,        
credited to the participant's account in the Plan be sold. If such a sale is    
requested, a cash payment will be made for any fractional share (see Question   
20) and the whole shares credited to the participant's account under the Plan   
will be sold for the account of the participant by The Bank of New York on a    
national securities exchange. The participant will receive the proceeds of the  
sale, less any brokerage commission and transfer tax.                           

20. What happens to a fractional share when a participant withdraws from the    
Plan or the Plan is terminated?                                                 

   When a participant withdraws from the Plan, a cash payment representing the
proceeds from the sale of any fractional share will be mailed directly to the   
participant from The Bank of New York. Fractional share cash payments would     
also be made upon termination of the Plan.                                      

21. What happens when a participating shareholder sells or transfers all of the 
shares registered in his name?                                                  

If a participant ceases to be a shareholder of record, he or she may    
withdraw from the Plan as provided in Question 19 above. If the participant     
does not so withdraw, and if he or she fails to notify The Bank of New York     
that he or she wishes to remain in the Plan, The Bank of New York may attempt   
to contact the participant to obtain instructions with respect to the           
disposition of the participant's Plan shares. If such instructions cannot be    
obtained from the participant, all shares held in the Plan for the participant  
will be sold. In such cases, or where the participant instructs The Bank of     
New York to sell such shares, he or she will receive the proceeds of the sale   
(see Questions 19 and 20).                                                      

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OTHER INFORMATION                                                               

22. What happens if the Company issues a stock dividend, declares a stock split 
or has a rights offering?                                                       

   Any stock dividends or split shares distributed by the Company on shares of
Stock in the account of a participant under the Plan will be added to the       
participant's account. Stock dividends or split shares distributed on shares of 
Stock registered in the name of the participant will be mailed directly to such 
participant in the same manner as to shareholders who are not participating in  
the Plan.                                                                       

  A participant's entitlement in a rights offering will be based upon his or
her total Stock holdings--just as his or her dividend is computed each quarter. 
Rights certificates will be issued for the number of whole shares only,         
however, and rights based on a fraction of a share held in a participant's      
account will be sold for the participant's account and the net proceeds will be 
invested in the same manner as an optional cash payment (see Question 12).      

23. How will a participant's shares be voted at meetings of shareholders?       

 Participants in the Plan will be entitled to vote the number of shares in
their accounts under the Plan on any matter submitted to a meeting of holders   
of Stock. The precise manner in which the participants' rights to vote such     
shares may be exercised (e.g., by having the number of such shares added to     
proxies covering shares registered in their names or by having The Bank of New  
York send proxies to the participants covering the shares in their accounts)    
will be set forth in the proxy statements relating to the meetings.             

24. What are the Federal income tax consequences of participation in the Plan?  

A participant will be treated for Federal income tax purposes as having 
received, on the dividend payment date, a dividend equal to the full amount of  
the cash dividend payable on such date with respect to his or her shares, even  
though that amount is not actually received by him or her in cash but, instead, 
is applied to the purchase of shares of Stock for the participant's account.    
The dividends (except to the extent they represent a return of capital for      
Federal income tax purposes) will be taxable income to the recipients.          

A participant will not realize any taxable income upon receiving        
certificates for whole shares credited to his or her account under the Plan,    
either upon a request for certificates for certain of those shares or upon      
withdrawal from or termination of the Plan. However, gain or loss may be        
realized by the participant when whole shares are sold, either pursuant to the  
participant's request when he or she withdraws from the Plan or upon sale by    
the participant after withdrawal from the Plan. In addition, a participant who  
receives, upon withdrawal from or termination of the Plan, a cash payment for   
a fraction of a share credited to his or her account may realize a gain or      
loss with respect to such fraction. The amount of any such gain or loss would   
be the difference between the amount which the participant receives for the     
whole shares or fraction of a share and the tax basis therefor. The tax basis   
of whole or fractional shares is generally equal to the purchase price of the   
shares. The tax basis of shares purchased with qualified reinvested dividends   
paid before January 1, 1986 that the shareholder elected to exclude from        
taxable income under former preferential tax rules is zero (see the following   
paragraph). When such shares are sold, therefore, the entire sales price of     
the shares (less selling costs) will be taxed as a gain. THE QUARTERLY          
STATEMENTS OF ACCOUNT FURNISHED EACH PARTICIPANT CONTAIN DETAILS OF EACH        
TRANSACTION UNDER THE PLAN AND THE LAST SUCH STATEMENT RECEIVED IN EACH         
CALENDAR YEAR SHOULD BE PERMANENTLY RETAINED FOR INCOME TAX PURPOSES (SEE       
QUESTION 14).                                                                   

The former provision of the Internal Revenue Code permitting certain    
individual shareholders to elect to exclude from their taxable income the value 
(up to $750 per year, or $1,500 in the case of a joint return) of whole shares  
of common stock received from "qualified public utilities" as "qualified        
reinvestment dividends" expired on December 31, 1985. This special exclusion    
from taxable income has not been available for dividends paid after December    
31, 1985.                                                                       

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    Under current law, there is no general requirement that the Company withhold
any taxes on dividends reinvested pursuant to the Plan. However, withholding    
may be required with respect to a participant who becomes subject to backup     
withholding as a result of his or her failure to provide the identification     
number and certification necessary to avoid backup withholding, or as the       
result of a determination by the Internal Revenue Service that there has been   
underreporting of interest or dividends received.                               

25. What is the responsibility of UI and The Bank of New York under the Plan?   

    The Company and The Bank of New York, in administering the Plan, will not be
liable for any act done in good faith or for any good faith omission to act     
including, without limitation, any claim or liability arising out of failure to 
terminate a participant's account upon such participant's death prior to        
receipt of notice in writing of such death, or with respect to the prices at    
which shares are purchased for the participant's account and the times when     
such purchases are made, or with respect to any fluctuation in the market value 
before or after purchase or sale of Stock shares.                               

SINCE THE PLAN CONTEMPLATES THE AUTOMATIC REINVESTMENT OF DIVIDENDS AT  
QUARTERLY INTERVALS AND THE INVESTMENT OF OPTIONAL CASH PAYMENTS AT MONTHLY     
INTERVALS, THE PARTICIPANT SHOULD RECOGNIZE THAT THE COMPANY CANNOT ASSURE THE  
PARTICIPANT OF A PROFIT OR PROTECT THE PARTICIPANT AGAINST A LOSS ON THE STOCK  
SHARES PURCHASED BY THE PARTICIPANT UNDER THE PLAN.                             

26. What provision is made for foreign shareholders whose dividends are subject 
to income tax withholding?                                                      

    In the case of those foreign holders of Stock whose dividends are subject to
United States income tax withholding, The Bank of New York will reinvest in     
Stock an amount equal to the dividends less the amount of tax required to be    
withheld. The statements confirming purchases made for such foreign             
participants will indicate the amount of tax withheld.                          

27. May the Plan be changed or discontinued?                                    

   The Company reserves the right to suspend or terminate the Plan at any time
and, subject to any requisite approval of the Connecticut Department of Public  
Utility Control, reserves the right to modify or amend the Plan at any time     
upon 30 days notice to the participant. Notice of any such modification,        
amendment, suspension or termination will be sent to all participants. The Bank 
of New York reserves the right to resign at any time upon sixty days' notice to 
the Company in writing. Should The Bank of New York resign, another agent will  
be designated by the Company. The Company further reserves the right to change  
agents at any time upon sixty days' notice to the agent in writing. Notice of   
any resignation or change of the agent will be sent to all participants.        

28. Where should correspondence regarding the Plan be directed?                 

  All Authorization Forms, optional cash payments, notices of withdrawal and
other communications with The Bank of New York should be sent to:               

 The Bank of New York, Administrator
  c/o Dividend Reinvestment Department
P.O. Box 1958                     
Newark, New Jersey 07101-9774     
Telephone: 1-800-524-4458         

If you are a participant in the Plan, your correspondence should also   
include your name and account number as shown on the statement of account sent  
to you by The Bank of New York.                                                 

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EXAMPLE OF HOW THE PLAN WORKS                                                   

   The operation of the Plan is illustrated by the following example (in which
the dividend rates and stock exchange purchase and trading prices are           
hypothetical and are used for illustrative purposes only):                      

      On January 1 the Company paid a cash dividend on its Stock of $0.665 per
  share and instructed the agent to purchase shares of Stock for the Plan on
the open market. Shareholder A was the holder of record of 100 shares of
   Stock and had elected to reinvest all of the dividends thereon. Shareholder
   A's total dividend of $66.50 ($0.665 X 100) was reinvested in 1.5833 shares
 of Stock, determined by dividing his or her total dividend by $42.00, the
    weighted average price, computed to four decimal places, of shares purchased
    on the open market by the agent on or about January 1 plus brokerage fees of
$0.12. Shareholder A then owned 101.5833 shares, of which 100 were      
    registered in his or her name and 1.5833 were credited to his or her account
in the Plan.                                                            

   On April 1 the Company paid a cash dividend on its Stock of $0.69 per
 share and instructed the agent to purchase original issue shares of Stock
 for the Plan directly from the Company. Shareholder A, then the holder of
101.5833 shares, was entitled to a total dividend of $70.09 ($0.69 X    
   101.5833). In addition, on March 15 Shareholder A had made an optional cash
payment of $8,500. The weighted average price, computed to four decimal 
  places, of the closing prices of the Company's Stock on the New York Stock
 Exchange on March 18, March 21, March 22, March 23 and March 24 (the five
  consecutive NYSE trading days starting with the tenth trading day prior to
  April 1) was $36.95. Accordingly, Shareholder A's optional cash payment of
$8,500 purchased 230.0406 shares and Shareowner A's total dividend of   
 $70.09 purchased 1.8969 shares. Shareholder A then owned 333.5208 shares,
  of which 100 were registered in his or her name and 233.5208 were credited
to his or her account in the Plan.                                      

The quarterly statement of account received by Shareholder A in April,  
reflecting the purchases made under the Plan as of April 1, would be as         
follows:                                                                        

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AUTOMATIC DIVIDEND REINVESTMENT PLAN
FOR SHAREHOLDERS OF:

THE UNITED ILLUMINATING COMPANY 

STATEMENT OF ACCOUNT

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------------------------------------
                              RECORD DATE SUMMARY                                                                                  
-----------------------------------------------------------------------------------------------------------------------------------
  Account Number   Taxpayer I.D. Number   Record Date   Payment Date   Dividend Rate   Fair Market Price    Page No.               
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
                                           3/14           4/1          $0.69            $36.00                                     
                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------------------------------------
              REINVESTMENT PLAN INFORMATION FOR DIVIDEND PURCHASE                                                                  
-----------------------------------------------------------------------------------------------------------------------------------
  Enrolled Shares Held   Dividend on Shares Held                                                                                   
                                                     Gross Dividend $   Tax Withheld (If Any)   Net Dividend Income                
-----------------------------------------------------------------------------------------------------------------------------------
    By You    In Plan      By You       In Plan                                                                                    
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
-----------------------------------------------------------------------------------------------------------------------------------
100.000       1.5833       $69.00       $1.09            $70.09                 --                    $70.09                       
                                                        [Enlarge/Download Table]

                                                     YEAR-TO-DATE TRANSACTIONS                                                    
----------------------------------------------------------------------------------------------------------------------------------
Transaction Date  Transaction Description Amount Invested Service Fee Price per Share Transaction Shares Total Shares Held in Plan
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
     01/01           Common Dividends          $66.50        $0.12       $41.8800            1.5833                1.5833         
     04/01           Optional Cash           $8500.00          --        $36.9500          230.0406              231.6239         
     04/01           Common Dividends          $70.09          --        $36.9500            1.8969              233.5208         
                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------------------------
              Dividends on         Dividends on          Gross      Taxes Withheld   Net Dividend    Brokerage    Additional      
           Shares Held By You   Shares Held in Plan   Dividends $      (if any)         Income      Commissions     Income        
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
  YEAR TO                                                                                                                         
   DATE                                                                                                                           
  SUMMARY       $135.50              $1.09            $137.40          --              $137.40         $0.12          --          
----------------------------------------------------------------------------------------------------------------------------------
                                                        [Enlarge/Download Table]

           Your Current Plan Share Balance   As of this Date   Has a Market Value Of                                             
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 
  CURRENT                                                                                                                        
   VALUE              233.5208                    04/01              $8406.75                                                    
---------------------------------------------------------------------------------------------------------------------------------

SEE REVERSE SIDE FOR IMPORTANT INFORMATION AND EXPLANATION OF STATEMENT.        
PLEASE RETAIN THIS STATEMENT FOR YOUR TAX RECORDS.                              

-------------------------------   DETACH HERE   ------------------------------- 

VOLUNTARY CASH INVESTMENT FORM

The Bank of New York, Administrator                     Account No.             
c/o Dividend Reinvestment Department                    Taxpayer I.D. No.       
P.O. Box 1958                                                                   
Newark, NJ 07101-9774  [_]PLEASE CHECK HERE FOR                                 
                         CHANGE OF ADDRESS,            DO NOT SEND CASH Checks
                         WITHDRAWAL OF SHARES,         or money orders must be
                         ACCOUNT TERMINATION OR        payable in U.S. dollars
    TRANSFER REQUEST-             to
INDICATE ON REVERSE         
SIDE                        
                                                            Amount Enclosed $___
                                                       Minimum Payment
                                                    Maximum in a
                                                    month period

                                                        SEE REVERSE SIDE OF FORM
                                    FOR:

                                                        .Change of Address
                                                      .Partial Sale or
                                                            Withdrawal of Shares
                                                          .Account Termination
                                                       .Transfer Request

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DIVIDENDS AND PRICE RANGE OF COMMON STOCK 

The Company has paid quarterly cash dividends on its Common Stock since 
1900. The dividends declared on the Common Stock since 1992 are shown in the    
table below. Future dividends will depend upon the Company's earnings, capital  
requirements, financial condition and other factors; and the Board of           
Directors' ability to declare future dividend increases will depend upon the    
Company's financial condition and prospects.                                    

 The Common Stock of the Company is traded on the New York Stock Exchange.
The high and low sale prices on the New York Stock Exchange composite tape, as  
reported by The Wall Street Journal, and the dividends declared by the Company, 
have been as follows:                                                           

                                                                [Download Table]

                                               HIGH         LOW       DIVIDENDS
                                            SALE PRICE   SALE PRICE   DECLARED 
                                            ----------   ----------   ---------
                                                                               
1992:                                                                          
  First Quarter............................  $38 7/8      $34 1/8     $0.61    
  Second Quarter...........................   37 3/8       35 7/8      0.64    
  Third Quarter............................   39 7/8       36 5/8      0.64    
  Fourth Quarter...........................   42           38 1/2      0.64    
1993:                                                                          
  First Quarter............................   43 5/8       41          0.665   
  Second Quarter...........................   44           41 3/4      0.665   
  Third Quarter............................   45 7/8       42 5/8      0.665   
  Fourth Quarter...........................   45 1/4       38 1/2      0.665   
1994:                                                                          
  First Quarter............................   40           35 1/8      0.69    

  The average of the high and low sale prices reported on the composite tape
for December 31, 1993 was $39.938. The book value of the Company's Common Stock 
at December 31, 1993 was $30.06 per share on a consolidated basis.              

USE OF PROCEEDS 

No proceeds will be realized by the Company when Common Stock shares are
purchased for the Plan on the open market. The Company has not determined the   
number of original issue Common Stock shares that will be purchased directly    
from the Company under the Plan, and the amount of the proceeds that will be    
realized by the Company from the issuance of any such shares cannot be          
estimated. However, any proceeds to the Company from the issuance and sale of   
original issue shares are expected to be used for the Company's general         
corporate purposes, including meeting obligations incurred in connection with   
its continuing construction program.                                            

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DESCRIPTION OF COMMON STOCK 

DIVIDEND RIGHTS                                                                 

Holders of Common Stock have no fixed dividend rights. Dividends are    
declared by the Directors of the Company, and are dependent upon earnings,      
capital requirements, financial condition and other factors.                    

  The provisions of the Company's Preferred Stock state that full cumulative
dividends thereon, to the last preceding dividend date, must be paid or set     
apart before any dividends are paid or set apart for the Common Stock.          

 In connection with the issuance of its Medium-Term Notes, the Company has
agreed to limitations on the payment of cash dividends on its Common Stock and  
on amounts that can be expended to purchase or to redeem shares of its Common   
Stock. Under the most restrictive of these limitations, retained earnings in    
the amount of $82.6 million were free from such limitations at December 31,     
1993.                                                                           

VOTING RIGHTS                                                                   

 Holders of Common Stock are entitled to one vote per share and, except as
holders of the Preferred Stock may be entitled as a matter of law or under the  
provisions of those stocks to voting rights, holders of Common Stock have the   
exclusive right to receive notices of shareholders' meetings and to vote. The   
Preferred Stock provides that whenever dividends on any share of such stock are 
in arrears in an amount equal to or exceeding six quarterly dividend payments,  
or whenever some other event of default has occurred, the holders of such stock 
shall be given notice of all shareholders' meetings and shall have the right to 
elect the smallest number of directors necessary to constitute a majority of    
the Board of Directors of the Company until such time as the default has been   
cured.                                                                          

LIQUIDATION RIGHTS                                                              

    On liquidation of the Company, holders of Common Stock are entitled to share
pro rata the net assets of the Company remaining after the payment of all       
amounts due to creditors and to holders of the Preferred Stock then             
outstanding. Holders of outstanding shares of any series of the Preferred Stock 
will be entitled to receive upon any liquidation, dissolution or winding up of  
the Company, if voluntary, the then current redemption price thereof and, if    
involuntary, the par value per share, plus in each case all dividends accrued   
and unpaid to the date of payment, before any payment may be made on the Common 
Stock.                                                                          

PRE-EMPTIVE RIGHTS                                                              

    Holders of Common Stock have no pre-emptive rights to subscribe to, purchase
or to receive any issue of the Company's capital stock of any class or any      
other securities issued by the Company, whether or not convertible into capital 
stock of any class.                                                             

MISCELLANEOUS                                                                   

Holders of Common Stock have no conversion rights, nor are there any    
redemption or sinking fund provisions applicable to the Common Stock. Holders   
of Common Stock are not liable to further calls or assessment by the Company.   

TRANSFER AGENT AND REGISTRAR                                                    

The Bank of New York, 101 Barclay Steet, New York, New York 10286, is   
Transfer Agent and Registrar of the Common Stock of the Company.                

LISTING                                                                         

The Company's Common Stock is listed on the New York Stock Exchange.    

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LEGAL OPINIONS AND EXPERTS

   The legality of the Common Stock offered by this Prospectus has been passed
upon for the Company by Messrs. Wiggin & Dana, One Century Tower, New Haven,    
Connecticut 06508-1832.                                                         

 The statements made in Part I of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993 (which document is incorporated in  
this Prospectus by reference) as to matters of law and legal conclusions have   
been reviewed by Messrs. Wiggin & Dana and are made on their authority as       
experts.                                                                        

The financial statements included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1993 (which document is             
incorporated in this Prospectus by reference) have been incorporated herein in  
reliance on the report of Coopers & Lybrand, independent accountants, given on  
the authority of that firm as experts in accounting and auditing.               

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

 A Connecticut statute requires the Company to indemnify any person who is
made a defendant in any lawsuit or legal proceeding against the Company by      
reason of the fact that he or she is or was a director, officer, employee,      
agent or shareholder of the Company, provided that (1) the person is successful 
in his or her defense, or (2) that the board of directors, legal counsel, the   
shareholders or a court determines that the person acted in good faith and in a 
manner he or she reasonably believed to be in the best interests of the Company 
and, in any criminal proceeding, that the person had no reasonable cause to     
believe that his or her conduct was unlawful. If the lawsuit or proceeding is   
based on the person's having purchased or sold securities of the Company, the   
Company's indemnification obligation is conditioned on a court's determining    
that, in view of all the circumstances, the person is fairly and reasonably     
entitled to be indemnified. The indemnification obligation covers judgments,    
fines, penalties, settlements and reasonable expenses incurred by the person in 
connection with the lawsuit or proceeding. The statute also requires            
indemnification when the lawsuit or proceeding is by, instead of against, the   
Company; but indemnification in this case covers only reasonable expenses       
incurred and is conditioned on (1) the person's being adjudged not have         
breached his or her duty to the Company, or (2) a court's determining that, in  
view of all the circumstances, the person is fairly and reasonably entitled to  
be indemnified. The Company may not indemnify any person to an extent either    
greater or less than as prescribed by the statute, although the Company is      
permitted to procure insurance affording greater indemnification to its         
directors, officers, employees, agents and/or shareholders.                     

    The Company has a liability insurance policy which indemnifies its directors
and officers for any and all sums which they shall be legally obligated to pay  
and shall pay or by final judgment be adjudged to pay as damages, judgments,    
settlements and costs, charges and expenses arising from any claim or claims    
which may be made, and for which the Company has not provided reimbursement, by 
reason of such director or officer's being or having been a director or officer 
of the Company or of another corporation for which he or she is serving or has  
served at the request of the Company as a director or officer.                  

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of 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 said Act and is,       
therefore, unenforceable.                                                       

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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS 

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

Pursuant to Rule 411(b)(3) of the Securities and Exchange Commission, the   
information contained under "Indemnification for Securities Act Liabilities" in 
the Prospectus included in this Post-Effective Amendment No. 1 is hereby        
incorporated by reference in response to this item.                             

ITEM 16. LIST OF EXHIBITS.                                                      

                                                                [Download Table]

 TABLE   EXHIBIT                                                            
ITEM NO.   NO.                           DESCRIPTION                        
-------- -------                         -----------                        
                                                                            
  (23)     5.2   Consent of Messrs. Wiggin & Dana                           
  (23)           Consent of Messrs. Coopers & Lybrand (see page II-2 of this
                 Registration Statement).                                   

ITEM 17. UNDERTAKINGS                                                           

A. The undersigned 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 to include any      
material information with respect to the plan of distribution not           
previously disclosed in the registration statement or any material change   
to such information in the registration statement.                          

(2) That, for the purpose of determining any liability under the        
Securities Act of 1933, 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.                               

(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 of 1933, each filing of The  
United Illuminating Company's annual report pursuant to section 13(a) or        
section 15(d) of the Securities Exchange Act of 1934, that is incorporated by   
reference in this 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.                                                          

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CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Post-Effective Amendment
No. 1 to the Registration Statement of The United Illuminating Company on Form  
S-3 (File No. 033-50221) of our report dated January 24, 1994, on our audits of 
the consolidated financial statements and financial statement schedules of The  
United Illuminating Company as of and for the years ended December 31, 1993,    
1992 and 1991. We also consent to the reference to our Firm under caption       
"Legal Opinions and Experts."                                                   

                     Coopers & Lybrand

Hartford, Connecticut                                                           
May 18, 1994                                                                    

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SIGNATURES

THE REGISTRANT                                                                  

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE UNITED      
ILLUMINATING COMPANY CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT   
IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED     
THIS AMENDMENT TO ITS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE  
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW HAVEN, STATE OF      
CONNECTICUT, ON THE 18TH DAY OF MAY, 1994.                                      

                                 The United Illuminating Company

                                By        /s/ Robert L. Fiscus
                                          ------------------------------------
                                       ROBERT L. FISCUS (PRESIDENT AND
                                        CHIEF FINANCIAL OFFICER)

----------------  

 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT TO
THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN    
THE CAPACITIES AND ON THE DATES INDICATED.                                      

    SIGNATURE                       TITLE                 DATE
    ---------                       -----                 ----

  /s/ Richard J. Grossi          Director, Chairman       May 18, 1994
------------------------------------    of the Board of                         
RICHARD J. GROSSI (PRINCIPAL        Directors and                       
EXECUTIVE OFFICER)             Chief Executive                
       Officer

   /s/ Robert L. Fiscus          President and Chief      May 18, 1994
------------------------------------    Financial Officer                       
ROBERT L. FISCUS (PRINCIPAL                                             
FINANCIAL OFFICER)                                            

  /s/ James L. Benjamin          Controller               May 18, 1994
------------------------------------                                            
JAMES L. BENJAMIN (PRINCIPAL                                            
ACCOUNTING OFFICER)                                             

John D. Fassett             Director                        

William S. Warner            Director                         

John F. Croweak             Director                        

F. Patrick McFadden, Jr.        Director                            

                                                       By /s/ Robert L. Fiscus
                                                         ---------------------
                                                          (ROBERT L. FISCUS)
                                                          (ATTORNEY-IN-FACT)
      J. Hugh Devlin             Director                 May 18, 1994

Betsy Henley-Cohn            Director                         

Frank R. O'Keefe, Jr.          Director                           

James A. Thomas             Director                        

II-3

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3DPOS’ Filing		Date		First		Last			Other Filings
		6/1/94		2
Filed on / Effective on:		5/20/94
		5/18/94		17		18			DEF 14A
		3/31/94		3					10-Q
		1/24/94		17
		12/31/93		3		17			10-K,  U-3A-2,  U-3A-2/A
		12/31/92		17
									List all Filings