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 13d-2(b)
(Amendment No. 2){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, 1999
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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)
David T. 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
88,000 shares, to the extent that the
NUMBER OF reporting person has been temporarily
SHARES transferred voting power over such shares
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0 shares
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 88,000 shares, to the extent that the
WITH reporting person has been temporarily
transferred dispositive power over such shares
8 SHARED DISPOSITIVE POWER
922,000 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,010,000 shares, to the extent that the reporting person has been
temporarily transferred voting and dispositive power over 88,000 of
such 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)
7.0%
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:
David T. Chase
Item 2(b). Address of Principal Business Office or, if None, Residence:
D.T. Chase Enterprises, Inc.
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: 1,010,000 shares, to the extent
the reporting person has been temporarily transferred
beneficial ownership of 88,000 of such shares.
(b) Percent of Class: 7.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 88,000 shares, to
the extent that the reporting person has been temporarily
transferred voting power over such shares.
(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, to the extent that the reporting person has
been temporarily transferred dispositive power over such
shares.
(iv) Shared power to dispose or to direct the disposition of:
922,000 shares
* The reporting person may be deemed to beneficially own 1,010,000
shares of Common Stock (representing approximately 7.0% of the
shares of Common Stock outstanding), including 88,000 shares which
are currently on loan from his wife, Rhoda L. Chase. The reporting
person has the sole power to vote, direct the vote of, dispose of
and direct the disposition of such 88,000 shares of Common Stock
during the term of such loan. The reporting person does not have
the power to vote or direct the vote of any other shares of Common
Stock. The reporting person shares the power to direct the
disposition of (i) 472,000 shares of Common Stock owned by Rhoda L.
Chase with Rhoda L. Chase, (ii) 79,000 shares of Common Stock owned
by his daughter, Cheryl A. Chase, with Cheryl A. Chase, (iii)
225,000 shares of Common Stock owned by his son, Arnold L. Chase,
with Arnold L. Chase and (iv) 146,000 shares of Common Stock owned
by The Darland Trust (the "Trust"), a trust of which Cheryl A.
Chase and her children are the beneficiaries, with the Trust.
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) 200 shares of Common
Stock, or less than 0.1% of the shares of Common Stock outstanding,
owned by Cheryl A. Chase as custodian for her children, (ii) 5,300
shares of Common Stock, or less than 0.1% of the shares of Common
Stock outstanding, beneficially owned by Arnold L. Chase as
custodian for his children, or (iii) 210,000 shares of Common
Stock, or 1.5% 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.
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. The reporting person,
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 the reporting person (42.34%), Rhoda L. Chase (6.32%),
Arnold L. Chase (5.96%), Cheryl A. Chase (12.18%), Arnold Chase
Accumulation Trust I (3.65%), Arnold Chase Accumulation Trust II
(7.57%), five trusts for the benefit of Arnold L. Chase's children,
of which Stanley N. Bergman and Arnold L. Chase are co-trustees
(6.06% in the aggregate), Cheryl A. Chase Accumulation Trust I
(3.33%), Cheryl A. Chase Accumulation Trust II (6.53%) and five
trusts for the benefit of Cheryl A. Chase's children, of which
Stanley N. Bergman and Cheryl A. Chase are co-trustees (6.06% in
the aggregate).
The reporting person has not agreed to act together with DTCHC 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.
As long as he continues to borrow such shares, the reporting person
will have the right to receive and the power to direct the receipt
of dividends from, and the proceeds of the sale of, the 88,000
shares of Common Stock he has borrowed from Rhoda L. Chase. The
reporting person has agreed to pay to Rhoda L. Chase all dividends
and distributions made with respect to such shares of Common Stock
while they are on loan to him. Each of the reporting person and,
with respect to (i) 472,000 shares of Common Stock, Rhoda L. Chase,
(ii) 79,000 shares of Common Stock, Cheryl A. Chase, (iii) 225,000
shares of Common Stock, Arnold L. Chase and (iv) 146,000 shares of
Common Stock, the Darland Trust, has the power to direct the
dividends from, and the proceeds from the sale of, the other shares
of Common Stock beneficially owned by the reporting person. No
other 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.
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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: February 10, 2000 /s/ David T.Chase
David T. Chase
