EXHIBIT 3.2a






                        Copy of Article III, Section 2
                                  Of Bylaws of
                         The United Illuminating Company


         SECTION 2. NUMBER AND TERM OF OFFICE. The number of directorships shall
be  twelve.  Directors  shall be elected to hold  office  until the next  annual
meeting of the  shareholders  and until their successors shall have been elected
and qualified.



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