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. 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)
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 560,000 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
WITH loan to David T. chase
8 SHARED DISPOSITIVE POWER
472,000 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
560,000 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)
3.9%
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: 560,000 shares, 88,000 of which are
temporarily on loan to David T. Chase
(b) Percent of Class: 3.9%
(c) Number of shares as to which such person has:
(I) Sole power to vote or to direct the vote: 560,000 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:
472,000 shares
* The reporting person beneficially owns 560,000 shares of Common
Stock (representing approximately 3.9% 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) 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. 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 (42.34%), the reporting person (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).
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,
472,000 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: February 10, 2000 /s/ Rhoda L. Chase
Rhoda L. Chase
