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)
Arnold 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.
NUMBER OF 5 SOLE VOTING POWER
SHARES 230,300 shares
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0 shares
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 5,300 shares
WITH 8 SHARED DISPOSITIVE POWER
225,000 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,300 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* /X/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%
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:
Arnold L. Chase
Item 2(b). Address of Principal Business Office or, if None, Residence:
Chase Enterprises
One Commercial Plaza
Hartford, Connecticut 06103
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: 230,300 shares
(b) Percent of Class: 1.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 230,300 shares
(ii) Shared power to vote or to direct the vote: 0 shares
(iii)Sole power to dispose or to direct the disposition of:
5,300 shares
(iv) Shared power to dispose or to direct the disposition of:
225,000 shares
* The reporting person holds an aggregate of 5,300 of the shares of
Common Stock beneficially owned by him as custodian for his four
children (i.e., the reporting person holds a portion of these 5,300
shares as custodian for each child). The reporting person has the
sole power to vote, direct the vote of, dispose of and direct the
disposition of such shares.
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 he is, for
purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial
owner of, any of the (i) 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 sister, (ii) 420,000 shares of Common Stock, or
2.9% of the shares of Common Stock outstanding, owned by Rhoda L.
Chase, the reporting person's mother, (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 (the father of the
reporting person and Cheryl A. Chase and the husband of Rhoda L.
Chase) may be deemed to be a beneficial owner of 79,000 of the shares
of Common Stock referred to in clause (i) of the immediately preceding
sentence and all of the shares of Common Stock referred to in clauses
(ii) and (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, Cheryl A. Chase
and the reporting person 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%), Rhoda L. Chase (2.21%), the reporting person (9.34%), Cheryl
A. Chase (14.74%), five trusts for the benefit of the reporting person's
children and two trusts for the benefit of the reporting person, his
spouse and/or his children, of which Stanley N. Bergman and the
reporting person 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, 225,000
of the shares of the Common Stock beneficially owned by the reporting
person. Dividends on, and the proceeds from the sale of, the 5,300
shares of Common Stock held by the reporting person as custodian for
his children will be received by the reporting person as such
custodian. 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: January 27, 1999 /s/ Arnold L. Chase
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Arnold L. Chase
