As filed with the Securities and Exchange Commission on July _____, 2003
                                                    Registration No. 333-______

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                        UNDER THE SECURITIES ACT OF 1933

                            UIL HOLDINGS CORPORATION
             (Exact name of registrant as specified in its charter)


        CONNECTICUT                                     06-1541045
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)

                                157 CHURCH STREET
                          NEW HAVEN, CONNECTICUT 06506
                                 (203) 499-2000
(Address, including zip code, and telephone number, including area code, of
 registrant's principal executive offices)

                            UIL HOLDINGS CORPORATION
                      1999 AMENDED AND RESTATED STOCK PLAN
                            (Full title of the Plan)

                                 SUSAN E. ALLEN
                            UIL HOLDINGS CORPORATION
                                157 CHURCH STREET
                               NEW HAVEN, CT 06506
                                 (203) 499-2000
(Name, address and telephone number, including area code, of agent for service)

Copies of all communications, including all communications sent to the agent
for service, should be sent to:

                                NOEL E. HANF, ESQ.
                                WIGGIN & DANA LLP
                                ONE CENTURY TOWER
                          NEW HAVEN, CONNECTICUT 06508
                                 (203) 498-4400
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------

TITLE OF SECURITIES TO BE                               PROPOSED MAXIMUM        PROPOSED MAXIMUM       AMOUNT OF
REGISTERED                       AMOUNT TO BE           OFFERING PRICE PER      AGGREGATE OFFERING     REGISTRATION FEE
                                 REGISTERED(1)          SHARE (2)               PRICE
-------------------------------- ---------------------- ----------------------  ---------------------- -----------------

<S>                              <C>                    <C>                     <C>                    <C>
COMMON STOCK, NO PAR VALUE       1,350,000 SHARES       $40.49                  $54,661,500            $4,422.12
================================ ====================== ======================  ====================== =================
</TABLE>

(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
      amended, this registration statement also covers an indeterminate amount
      of interests to be offered or sold pursuant to the UIL Holdings
      Corporation 1999 Amended and Restated Stock Plan. It also includes such
      additional indeterminable number of shares as may be issued pursuant to
      the UIL Holdings Corporation 1999 Amended and Restated Stock Plan in the
      event of a stock dividend, stock split, recapitalization or other similar
      change in the Common Stock.
(2)   Estimated solely for the purpose of computing the registration fee
      pursuant to Rule 457(h), on the basis of the average of the high and low
      prices of the Registrant's Common Stock as reported on the New York Stock
      Exchange on July 7, 2003.
===============================================================================
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission"), the documents containing the information
called for in Part I of Form S-8 will be sent or given to individuals who
participate in the UIL Holdings Corporation 1999 Amended and Restated Stock Plan
and are not being filed with or included in this Form S-8.

ITEM 1.  PLAN INFORMATION.

         Not required to be filed with this Registration Statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not required to be filed with this Registration Statement.


<PAGE>

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Commission by UIL Holdings
Corporation (the "Registrant" or the "Company") pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act") are incorporated by
reference herein:

         (a)     the Registrant's Annual Report on Form 10-K for the fiscal
                 year ended December 31, 2002 ("Annual Report"), filed on
                 February 28, 2003;

         (b)     the Registrant's Quarterly Report on Form 10-Q for the fiscal
                 quarter ended March 31, 2003, filed on May 9, 2003; and

         (c)     the description of the Registrant's Common Stock set forth
                 in Exhibit No. 5 to the Registrant's Registration Statement
                 (File No. 001-15995) on Form 8-A, filed July 20, 2000.

         In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior
to the filing of a post-effective amendment indicating that all of the
securities offered hereunder have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference in
this Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document that is also incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

         The Registrant will provide, without charge, to each person, including
any beneficial owner, to whom this document is delivered, upon written or oral
request of such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits, unless such exhibits specifically are
incorporated by reference into such documents or this document). Requests for
such documents should be submitted in writing, addressed to the office of the
Corporate Secretary, UIL Holdings Corporation, 157 Church Street, New Haven,
Connecticut, 06506.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not applicable.

<PAGE>

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            None.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 33-772 of the Connecticut Business Corporation Act
(the "CBCA") provides that a corporation must indemnify a director who was
wholly successful, on the merits or otherwise, in the defense of any proceeding
to which he was a party because he was a director
of the corporation against reasonable expenses incurred by him in connection
with the proceeding. In addition, Section 33-771 of the CBCA permits a
corporation to indemnify an individual who is a party to a proceeding because he
is a director against liability incurred in the proceeding if: (A) he conducted
himself in good faith; (B) he reasonably believed (i) in the case of conduct in
his official capacity, that his conduct was in the best interests of the
corporation, and (ii) in all other cases, that his conduct was at least not
opposed to the best interests of the corporation; and (C) in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. Section 33-776 of the CBCA provides that a Connecticut corporation may
indemnify and advance expenses to an officer, employee or agent of the
corporation who is a party to a proceeding because he is an officer, employee or
agent of the corporation to the same extent that a director may be indemnified
under Section 33-771 of the CBCA, as described above. An officer, employee or
agent of a Connecticut corporation who is not a director is entitled to
mandatory indemnification under Section 33-772 to the same extent to which a
director may be entitled to indemnification under such Section, as described
above.

            Section 7 of the Registrant's certificate of incorporation
provides in pertinent part that no person who is or was a director of the
Corporation shall be personally liable to the Corporation or its shareowners for
monetary damages for breach of duty as a director in an amount that exceeds the
compensation received by the director for serving the Corporation during the
year of the violation, if such breach did not (A) involve a knowing and culpable
violation of law by the director, (B) enable the director or an associate, as
defined in Section 33-840 of the CBCA to receive an improper personal economic
gain, (C) show a lack of good faith and a conscious disregard for the duty of
the director to the Corporation under circumstances in which the director was
aware that his or her conduct or omission created an unjustifiable risk of
serious injury to the Corporation, (D) constitute a sustained and unexcused
pattern of inattention that amounted to an abdication of the director's duty to
the Corporation, or (E) create liability, under Section 33-757 of the CBCA, for
voting for or assenting to an unlawful distribution to shareowners.

             Section 8 of the Registrant's certificate of incorporation
provides in pertinent part that the Corporation shall be obligated to indemnify
a director for liability, as defined in subdivision (5) of Section 33-770 of the
CBCA, to any person for any action taken, or any failure to take any action, as
a director, except liability that (a) involved a knowing and culpable violation
of law by the director, (b) enabled the director or an associate, as defined in
Section 33-840 of the CBCA, to receive an improper personal gain, (c) showed a
lack of good faith and a conscious disregard for the duty of the director to the
Corporation under circumstances in which

<PAGE>

the director was aware that his conduct or omission created an unjustifiable
risk of serious injury to the Corporation,(d) constituted a sustained and
unexcused pattern of inattention that amounted to an abdication of the
director's duty to the Corporation, or (e) arose, under Section 33-757 of the
CBCA, for voting for or assenting to an unlawful distribution to shareowners.

             Section 33-777 of the CBCA provides that a corporation may
purchase and maintain insurance on behalf of an individual who is a director,
officer, employee or agent of the corporation or who, while a director, officer,
employee or agent of the corporation, serves at the corporation's request as a
director, officer, partner, trustee, employee or agent of another domestic or
foreign corporation, partnership, joint venture, trust, employee benefit plan or
other entity, against liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer, employee or agent,
whether or not the corporation would have power to indemnify against the same
liability.

             The Registrant maintains directors and officers liability
insurance policies which, together with the Registrant's other liability
insurance policies, provide substantial coverage for sums that its directors and
officers shall be legally obligated to pay and shall pay or by final judgment be
adjudged to pay as damages, judgments, settlements and costs, charges and
expenses arising from any claim or claims that may be made, and for which the
Registrant has not provided reimbursement, by reason of such director or officer
being or having been a director or officer of the Registrant or of another
corporation for which he or she is serving or has served at the request of the
Registrant as a director or officer.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable.

<PAGE>

ITEM 8.      EXHIBITS.

Exhibit
No.          Description
-------      -----------

4.1          Copy of Certificate of Incorporation of UIL Holdings Corporation,
             as amended (filed as Exhibit 3.1 to the Registrant's Quarterly
             Report (Form 10-Q) for the fiscal quarter ended September 30, 2000,
             and incorporated herein by this reference).

4.2          Copy of Bylaws of UIL Holdings Corporation, as amended (filed
             as Exhibit 3.2a to the Registrant's Quarterly Report (Form
             10-Q) for the fiscal quarter ended June 30, 2002, and
             incorporated herein by this reference).

4.3          UIL Holdings Corporation 1999 Amended and Restated Stock Plan.

5.1          Opinion of Wiggin & Dana LLP.

23.1         Consent of Wiggin & Dana LLP (filed as part of Exhibit 5.1).

23.2         Consent of PricewaterhouseCoopers LLP.

24.1         Power of Attorney (included on the signature page hereof).


ITEM 9.      UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

             (1) To file, during any period in which offers or sales are
             being made, a post-effective amendment to this Registration
             Statement:

                 (i) To include any prospectus required by Section
             10(a)(3) of the Securities Act of 1933, as amended (the "1933
             Act");

                 (ii) To reflect in the prospectus any facts or events
             arising after the effective date of the registration statement
             (or the most recent post-effective amendment thereof) which,
             individually or in the aggregate, represent a fundamental
             change in the information set forth in the registration
             statement. Notwithstanding the foregoing, any increase or
             decrease in volume of securities offered (if the total dollar
             value of securities offered would not exceed that which was
             registered) and any deviation from the low or high end of the
             estimated maximum offering range may be reflected in the form
             of prospectus filed with the Commission pursuant to Rule
             424(b) if, in the aggregate, the changes in volume

<PAGE>
             and price represent no more than 20 percent change in the maximum
             aggregate offering price set forth in the "Calculation of
             Registration Fee" table in the effective registration statement;

                 (iii) To include any material information with
             respect to the plan of distribution not previously disclosed
             in the registration statement or any material change to such
             information in the registration statement;

provided, however that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that
are incorporated by reference into this registration statement;

             (2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

             (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (h) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer, or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

<PAGE>

                               SIGNATURES

         Pursuant to the requirements of the 1933 Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New Haven, State of Connecticut on this 14 day of July, 2003.

                            UIL HOLDINGS CORPORATION



                            By   /s/ Nathaniel D. Woodson
                               --------------------------------
                            Nathaniel D. Woodson
                            Chairman of the Board of Directors,
                            President and Chief Executive Officer



          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below (the "undersigned") constitutes and appoints Nathaniel
D. Woodson and Louis J. Paglia and either of them the undersigned's true and
lawful attorneys-in-fact and agents, each acting alone, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign any or all amendments
to this Registration Statement, including post-effective amendments, and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, and hereby
ratifies and confirms all that said attorneys-in-fact and agents, each acting
alone, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

           Pursuant to the requirements of the 1933 Act, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.


          Signature                         Title                     Date
          ---------                         -----                     ----

  /s/ Nathaniel D. Woodson       Chairman of the Board               07/10/2003
  ------------------------                                           ----------
    Nathaniel D. Woodson         of Directors, President,
                                 and Chief Executive Officer
                                 and Director (principal
                                 executive officer)

<PAGE>



                                 Executive Vice President
 /s/ Louis J. Paglia             and Chief Financial Officer         07/14/2003
---------------------                                                ----------
     Louis J. Paglia             (principal financial and
                                  principal accounting
                                  officer)

/s/ Thelma R. Albright           Director                            07/10/2003
----------------------                                               ----------
    Thelma R. Albright

/s/ Marc C. Breslawsky           Director                            07/14/2003
-----------------------                                              ----------
    Marc C. Breslawsky

/s/ David E.A. Carson            Director                            07/11/2003
---------------------                                                ----------
    David E. A. Carson

/s/ Arnold L. Chase              Director                            07/10/2003
-------------------                                                  ----------
    Arnold L. Chase

/s/ John F. Croweak              Director                            07/10/2003
-------------------                                                  ----------
    John F. Croweak

/s/ Betsy Henley-Cohn            Director                            07/10/2003
---------------------                                                ----------
    Betsy Henley-Cohn

/s/ John L. Lahey                Director                            07/14/2003
-------------------                                                  ----------
    John L. Lahey

/s/ F. Patrick McFadden, Jr.     Director                            07/10/2003
----------------------------                                         ----------
    F. Patrick McFadden, Jr.

/s/ Daniel J. Miglio             Director                            07/10/2003
--------------------                                                 ----------
    Daniel J. Miglio

/s/ William F. Murdy             Director                            07/13/2003
---------------------                                                ----------
    William F. Murdy

/s/ James A. Thomas              Director                            07/14/2003
-------------------                                                  ----------
    James A. Thomas


<PAGE>

                            INDEX TO EXHIBITS

Exhibit
No.               Description
-------           -----------

4.1               Copy of Certificate of Incorporation of UIL Holdings
                  Corporation, as amended (filed as Exhibit 3.1 to the
                  Registrant's Quarterly Report (Form 10-Q) for the fiscal
                  quarter ended September 30, 2000, and incorporated herein
                  by this reference).

4.2               Copy of Bylaws of UIL Holdings Corporation, as amended (filed
                  as Exhibit 3.2a to the Registrant's Quarterly Report (Form
                  10-Q) for the fiscal quarter ended June 30, 2002, and
                  incorporated herein by this reference).

4.3               UIL Holdings Corporation 1999 Amended and Restated Stock Plan.

5.1               Opinion of Wiggin & Dana LLP.

23.1              Consent of Wiggin & Dana LLP (filed as part of Exhibit 5.1).

23.2              Consent of PricewaterhouseCoopers LLP.

24.1              Power of Attorney (included on the signature page hereof).
[{"type": "S-8", "sequence": "1", "filename": "uil_071403s-8amendstckpln.txt", "description": "UIL HOLDINGS CORP. 1999 AMEND RESTATED STOCK PLAN", "secsgml_size_bytes": 24117}]
{"company-data": {"conformed-name": "UIL HOLDINGS CORP", "cik": "0001082510", "assigned-sic": "4911", "irs-number": "061541045", "state-of-incorporation": "CT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107021", "film-number": "03785685"}, "business-address": {"street1": "157 CHURCH ST", "city": "NEW HAVEN", "state": "CT", "zip": "06510", "phone": "2034992000"}, "mail-address": {"street1": "157 CHURCH ST", "city": "NEW HAVEN", "state": "CT", "zip": "06510"}}
As filed with the Securities and Exchange Commission on July _____, 2003
                                                    Registration No. 333-______

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                        UNDER THE SECURITIES ACT OF 1933

                            UIL HOLDINGS CORPORATION
             (Exact name of registrant as specified in its charter)

        CONNECTICUT                                     06-1541045
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)

                                157 CHURCH STREET
                          NEW HAVEN, CONNECTICUT 06506
                                 (203) 499-2000
(Address, including zip code, and telephone number, including area code, of
 registrant's principal executive offices)

                            UIL HOLDINGS CORPORATION
                      1999 AMENDED AND RESTATED STOCK PLAN
                            (Full title of the Plan)

                                 SUSAN E. ALLEN
                            UIL HOLDINGS CORPORATION
                                157 CHURCH STREET
                               NEW HAVEN, CT 06506
                                 (203) 499-2000
(Name, address and telephone number, including area code, of agent for service)

Copies of all communications, including all communications sent to the agent
for service, should be sent to:

                                NOEL E. HANF, ESQ.
                                WIGGIN & DANA LLP
                                ONE CENTURY TOWER
                          NEW HAVEN, CONNECTICUT 06508
                                 (203) 498-4400
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------

TITLE OF SECURITIES TO BE                               PROPOSED MAXIMUM        PROPOSED MAXIMUM       AMOUNT OF
REGISTERED                       AMOUNT TO BE           OFFERING PRICE PER      AGGREGATE OFFERING     REGISTRATION FEE
                                 REGISTERED(1)          SHARE (2)               PRICE
-------------------------------- ---------------------- ----------------------  ---------------------- -----------------
COMMON STOCK, NO PAR VALUE       1,350,000 SHARES       $40.49                  $54,661,500            $4,422.12
================================ ====================== ======================  ====================== =================
(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
      amended, this registration statement also covers an indeterminate amount
      of interests to be offered or sold pursuant to the UIL Holdings
      Corporation 1999 Amended and Restated Stock Plan. It also includes such
      additional indeterminable number of shares as may be issued pursuant to
      the UIL Holdings Corporation 1999 Amended and Restated Stock Plan in the
      event of a stock dividend, stock split, recapitalization or other similar
      change in the Common Stock.
(2)   Estimated solely for the purpose of computing the registration fee
      pursuant to Rule 457(h), on the basis of the average of the high and low
      prices of the Registrant's Common Stock as reported on the New York Stock
      Exchange on July 7, 2003.
===============================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission"), the documents containing the information
called for in Part I of Form S-8 will be sent or given to individuals who
participate in the UIL Holdings Corporation 1999 Amended and Restated Stock Plan
and are not being filed with or included in this Form S-8.

ITEM 1.  PLAN INFORMATION.

         Not required to be filed with this Registration Statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not required to be filed with this Registration Statement.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Commission by UIL Holdings
Corporation (the "Registrant" or the "Company") pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act") are incorporated by
reference herein:

         (a)     the Registrant's Annual Report on Form 10-K for the fiscal
                 year ended December 31, 2002 ("Annual Report"), filed on
                 February 28, 2003;

         (b)     the Registrant's Quarterly Report on Form 10-Q for the fiscal
                 quarter ended March 31, 2003, filed on May 9, 2003; and

         (c)     the description of the Registrant's Common Stock set forth
                 in Exhibit No. 5 to the Registrant's Registration Statement
                 (File No. 001-15995) on Form 8-A, filed July 20, 2000.

         In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior
to the filing of a post-effective amendment indicating that all of the
securities offered hereunder have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference in
this Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document that is also incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

         The Registrant will provide, without charge, to each person, including
any beneficial owner, to whom this document is delivered, upon written or oral
request of such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits, unless such exhibits specifically are
incorporated by reference into such documents or this document). Requests for
such documents should be submitted in writing, addressed to the office of the
Corporate Secretary, UIL Holdings Corporation, 157 Church Street, New Haven,
Connecticut, 06506.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not applicable.
ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            None.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 33-772 of the Connecticut Business Corporation Act
(the "CBCA") provides that a corporation must indemnify a director who was
wholly successful, on the merits or otherwise, in the defense of any proceeding
to which he was a party because he was a director
of the corporation against reasonable expenses incurred by him in connection
with the proceeding. In addition, Section 33-771 of the CBCA permits a
corporation to indemnify an individual who is a party to a proceeding because he
is a director against liability incurred in the proceeding if: (A) he conducted
himself in good faith; (B) he reasonably believed (i) in the case of conduct in
his official capacity, that his conduct was in the best interests of the
corporation, and (ii) in all other cases, that his conduct was at least not
opposed to the best interests of the corporation; and (C) in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. Section 33-776 of the CBCA provides that a Connecticut corporation may
indemnify and advance expenses to an officer, employee or agent of the
corporation who is a party to a proceeding because he is an officer, employee or
agent of the corporation to the same extent that a director may be indemnified
under Section 33-771 of the CBCA, as described above. An officer, employee or
agent of a Connecticut corporation who is not a director is entitled to
mandatory indemnification under Section 33-772 to the same extent to which a
director may be entitled to indemnification under such Section, as described
above.

            Section 7 of the Registrant's certificate of incorporation
provides in pertinent part that no person who is or was a director of the
Corporation shall be personally liable to the Corporation or its shareowners for
monetary damages for breach of duty as a director in an amount that exceeds the
compensation received by the director for serving the Corporation during the
year of the violation, if such breach did not (A) involve a knowing and culpable
violation of law by the director, (B) enable the director or an associate, as
defined in Section 33-840 of the CBCA to receive an improper personal economic
gain, (C) show a lack of good faith and a conscious disregard for the duty of
the director to the Corporation under circumstances in which the director was
aware that his or her conduct or omission created an unjustifiable risk of
serious injury to the Corporation, (D) constitute a sustained and unexcused
pattern of inattention that amounted to an abdication of the director's duty to
the Corporation, or (E) create liability, under Section 33-757 of the CBCA, for
voting for or assenting to an unlawful distribution to shareowners.

             Section 8 of the Registrant's certificate of incorporation
provides in pertinent part that the Corporation shall be obligated to indemnify
a director for liability, as defined in subdivision (5) of Section 33-770 of the
CBCA, to any person for any action taken, or any failure to take any action, as
a director, except liability that (a) involved a knowing and culpable violation
of law by the director, (b) enabled the director or an associate, as defined in
Section 33-840 of the CBCA, to receive an improper personal gain, (c) showed a
lack of good faith and a conscious disregard for the duty of the director to the
Corporation under circumstances in which
the director was aware that his conduct or omission created an unjustifiable
risk of serious injury to the Corporation,(d) constituted a sustained and
unexcused pattern of inattention that amounted to an abdication of the
director's duty to the Corporation, or (e) arose, under Section 33-757 of the
CBCA, for voting for or assenting to an unlawful distribution to shareowners.

             Section 33-777 of the CBCA provides that a corporation may
purchase and maintain insurance on behalf of an individual who is a director,
officer, employee or agent of the corporation or who, while a director, officer,
employee or agent of the corporation, serves at the corporation's request as a
director, officer, partner, trustee, employee or agent of another domestic or
foreign corporation, partnership, joint venture, trust, employee benefit plan or
other entity, against liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer, employee or agent,
whether or not the corporation would have power to indemnify against the same
liability.

             The Registrant maintains directors and officers liability
insurance policies which, together with the Registrant's other liability
insurance policies, provide substantial coverage for sums that its directors and
officers shall be legally obligated to pay and shall pay or by final judgment be
adjudged to pay as damages, judgments, settlements and costs, charges and
expenses arising from any claim or claims that may be made, and for which the
Registrant has not provided reimbursement, by reason of such director or officer
being or having been a director or officer of the Registrant or of another
corporation for which he or she is serving or has served at the request of the
Registrant as a director or officer.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable.
ITEM 8.      EXHIBITS.

Exhibit
No.          Description
-------      -----------

4.1          Copy of Certificate of Incorporation of UIL Holdings Corporation,
             as amended (filed as Exhibit 3.1 to the Registrant's Quarterly
             Report (Form 10-Q) for the fiscal quarter ended September 30, 2000,
             and incorporated herein by this reference).

4.2          Copy of Bylaws of UIL Holdings Corporation, as amended (filed
             as Exhibit 3.2a to the Registrant's Quarterly Report (Form
             10-Q) for the fiscal quarter ended June 30, 2002, and
             incorporated herein by this reference).

4.3          UIL Holdings Corporation 1999 Amended and Restated Stock Plan.

5.1          Opinion of Wiggin & Dana LLP.

23.1         Consent of Wiggin & Dana LLP (filed as part of Exhibit 5.1).

23.2         Consent of PricewaterhouseCoopers LLP.

24.1         Power of Attorney (included on the signature page hereof).

ITEM 9.      UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

             (1) To file, during any period in which offers or sales are
             being made, a post-effective amendment to this Registration
             Statement:

                 (i) To include any prospectus required by Section
             10(a)(3) of the Securities Act of 1933, as amended (the "1933
             Act");

                 (ii) To reflect in the prospectus any facts or events
             arising after the effective date of the registration statement
             (or the most recent post-effective amendment thereof) which,
             individually or in the aggregate, represent a fundamental
             change in the information set forth in the registration
             statement. Notwithstanding the foregoing, any increase or
             decrease in volume of securities offered (if the total dollar
             value of securities offered would not exceed that which was
             registered) and any deviation from the low or high end of the
             estimated maximum offering range may be reflected in the form
             of prospectus filed with the Commission pursuant to Rule
             424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum
             aggregate offering price set forth in the "Calculation of
             Registration Fee" table in the effective registration statement;

                 (iii) To include any material information with
             respect to the plan of distribution not previously disclosed
             in the registration statement or any material change to such
             information in the registration statement;

provided, however that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that
are incorporated by reference into this registration statement;

             (2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

             (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (h) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer, or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the 1933 Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New Haven, State of Connecticut on this 14 day of July, 2003.

                            UIL HOLDINGS CORPORATION

                            By   /s/ Nathaniel D. Woodson
                               --------------------------------
                            Nathaniel D. Woodson
                            Chairman of the Board of Directors,
                            President and Chief Executive Officer

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below (the "undersigned") constitutes and appoints Nathaniel
D. Woodson and Louis J. Paglia and either of them the undersigned's true and
lawful attorneys-in-fact and agents, each acting alone, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign any or all amendments
to this Registration Statement, including post-effective amendments, and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, and hereby
ratifies and confirms all that said attorneys-in-fact and agents, each acting
alone, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

           Pursuant to the requirements of the 1933 Act, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

          Signature                         Title                     Date
          ---------                         -----                     ----

  /s/ Nathaniel D. Woodson       Chairman of the Board               07/10/2003
  ------------------------                                           ----------
    Nathaniel D. Woodson         of Directors, President,
                                 and Chief Executive Officer
                                 and Director (principal
                                 executive officer)
Executive Vice President
 /s/ Louis J. Paglia             and Chief Financial Officer         07/14/2003
---------------------                                                ----------
     Louis J. Paglia             (principal financial and
                                  principal accounting
                                  officer)

/s/ Thelma R. Albright           Director                            07/10/2003
----------------------                                               ----------
    Thelma R. Albright

/s/ Marc C. Breslawsky           Director                            07/14/2003
-----------------------                                              ----------
    Marc C. Breslawsky

/s/ David E.A. Carson            Director                            07/11/2003
---------------------                                                ----------
    David E. A. Carson

/s/ Arnold L. Chase              Director                            07/10/2003
-------------------                                                  ----------
    Arnold L. Chase

/s/ John F. Croweak              Director                            07/10/2003
-------------------                                                  ----------
    John F. Croweak

/s/ Betsy Henley-Cohn            Director                            07/10/2003
---------------------                                                ----------
    Betsy Henley-Cohn

/s/ John L. Lahey                Director                            07/14/2003
-------------------                                                  ----------
    John L. Lahey

/s/ F. Patrick McFadden, Jr.     Director                            07/10/2003
----------------------------                                         ----------
    F. Patrick McFadden, Jr.

/s/ Daniel J. Miglio             Director                            07/10/2003
--------------------                                                 ----------
    Daniel J. Miglio

/s/ William F. Murdy             Director                            07/13/2003
---------------------                                                ----------
    William F. Murdy

/s/ James A. Thomas              Director                            07/14/2003
-------------------                                                  ----------
    James A. Thomas
INDEX TO EXHIBITS

Exhibit
No.               Description
-------           -----------

4.1               Copy of Certificate of Incorporation of UIL Holdings
                  Corporation, as amended (filed as Exhibit 3.1 to the
                  Registrant's Quarterly Report (Form 10-Q) for the fiscal
                  quarter ended September 30, 2000, and incorporated herein
                  by this reference).

4.2               Copy of Bylaws of UIL Holdings Corporation, as amended (filed
                  as Exhibit 3.2a to the Registrant's Quarterly Report (Form
                  10-Q) for the fiscal quarter ended June 30, 2002, and
                  incorporated herein by this reference).

4.3               UIL Holdings Corporation 1999 Amended and Restated Stock Plan.

5.1               Opinion of Wiggin & Dana LLP.

23.1              Consent of Wiggin & Dana LLP (filed as part of Exhibit 5.1).

23.2              Consent of PricewaterhouseCoopers LLP.

24.1              Power of Attorney (included on the signature page hereof).