SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1){1}
The United Illuminating Company
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
910637
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
**FOOTNOTES**
{1} The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover
page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
<PAGE>
CUSIP No. 910637 13G Page 2 of 6 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Rhoda L. Chase
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
NUMBER OF 420,000 shares, of which 88,000 are
SHARES temporarily on loan to David T. Chase
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0 shares
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 88,000 shares, which are temporarily on loan
WITH to David T. Chase
8 SHARED DISPOSITIVE POWER
332,000 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
420,000 shares, of which 88,000 are temporarily on loan to David T. Chase
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* /X/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
The United Illuminating Company
Item 1(b). Address of Issuer's Principal Executive Offices:
157 Church Street
New Haven, CT 06506
Item 2(a). Name of Person Filing:
Rhoda L. Chase
Item 2(b). Address of Principal Business Office or, if None, Residence:
96 High Ridge Road
West Hartford, Connecticut 06117
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
common stock, no par value ("Common Stock")
Item 2(e). CUSIP Number:
910637
Item 3. If this statement is filed pursuant to Rule 13d-1(c), check this
box. [ x ]
Item 4. Ownership.*
(a) Amount Beneficially Owned: 420,000 shares, 88,000 of which are
temporarily on loan to David T. Chase
(b) Percent of Class: 2.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 420,000 shares, 88,000
of which are temporarily on loan to David T. Chase.
(ii) Shared power to vote or to direct the vote: 0 shares
(iii)Sole power to dispose or to direct the disposition of: 88,000
shares, which are temporarily on loan to David T. Chase
(iv) Shared power to dispose or to direct the disposition of: 332,000
shares
* The reporting person beneficially owns 420,000 shares of Common Stock
(representing approximately 2.9% of the shares of Common Stock
outstanding), except to the extent that she is deemed to have
temporarily transferred beneficial ownership of 88,000 of such shares
(the "Loaned Shares") to her husband, David T. Chase, by loaning such
shares to him. David T. Chase has the sole power to vote, direct the
vote of, dispose of and direct the disposition of the Loaned Shares
while they are on loan to him.
This schedule does not relate to, and, in accordance with Rule 13d-4
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the reporting person expressly declares that the filing of this
statement shall not be construed as an admission that she is, for
purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial
owner of, any of the (i) 230,300 shares of Common Stock, or 1.6% of
the shares of Common Stock outstanding, owned by Arnold L. Chase, the
reporting person's son, (ii) 79,200 shares of Common Stock, or 0.6% of
the shares of Common Stock outstanding, owned by Cheryl A. Chase, the
reporting person's daughter, (iii) 146,000 shares of Common Stock, or
1.0% of the shares of Common Stock outstanding, owned by The Darland
Trust, a trust of which Cheryl A. Chase and her children are the
beneficiaries, or (iv) 200,000 shares of Common Stock, or 1.4% of the
shares of Common Stock outstanding, owned by DTC Holdings Corporation
("DTCHC"), a company which is owned and controlled by the
Chase family, as described below. David T. Chase may be deemed to be
a beneficial owner of 225,000 of the shares of Common Stock referred
to in clause (i) of the immediately preceding sentence, 79,000 of the
shares of Common Stock referred to in clause (ii) of the immediately
preceding sentence and all of the shares of Common Stock referred to
in clause (iii) of the immediately preceding sentence.
DTCHC, formerly known as American Ranger, Inc., is a wholly-owned
subsidiary of D.T. Chase Enterprises, Inc. ("DTCE"), a holding
company for various Chase family interests. David T. Chase, Arnold
L. Chase and Cheryl A. Chase are the directors and executive officers
of DTCHC and the directors and three of the executive officers of
DTCE. All of the outstanding stock of DTCE is owned by David T.
Chase (33.95%), the reporting person (2.21%), Arnold L. Chase
(9.34%), Cheryl A. Chase (14.74%), five trusts for the benefit of
Arnold L. Chase's children and two trusts for the benefit of Arnold
L. Chase, his spouse and/or his children, of which Stanley N.
Bergman and Arnold L. Chase are co-trustees (20.15% in the
aggregate), and five trusts for the benefit of Cheryl A. Chase's
children and two trusts for the benefit of Cheryl A. Chase and/or
her children, of which Stanley N. Bergman and Cheryl A. Chase are
co-trustees (19.61% in the aggregate).
This filing is being made because of the relationships between the
reporting person and the other persons named in this Item. The
reporting person has not agreed to act together with any of the
foregoing persons or with any other person or entity for the purpose
of acquiring, holding, voting or disposing of shares of Common Stock
and the reporting person disclaims membership in any "group" with
respect to the Common Stock for purposes of Section 13(d)(3) of the
Exchange Act and Rule 13d-5(b)(1) thereunder.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Each of David T. Chase and the reporting person has the power to
direct the dividends from, and the proceeds from the sale of,
332,000 of the shares of the Common Stock beneficially owned by the
reporting person. As long as he continues to borrow the Loaned
Shares from the reporting person, David T. Chase will have the
right to receive and the power to direct the receipt of dividends
from, and the proceeds from the sale of, the Loaned Shares. David
T. Chase has agreed to pay to the reporting person all dividends
and distributions made with respect to the Loaned Shares while they
are on loan to him. No other person, other than the reporting
person, is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by the reporting
person.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: FEB. 01, 1999 /s/ Rhoda L. Chase
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Rhoda L. Chase
