EXHIBIT 10.17B


                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT



This FIRST  AMENDMENT,  made as of the 5th day of May,  1999, to the  Employment
Agreement,  made as of the 1st day of March, 1997, (the "Agreement") between THE
UNITED  ILLUMINATING  COMPANY,  a Connecticut  corporation  (the  "Company") and
STEPHEN F. GOLDSCHMIDT, an individual (the "Executive").



                                WITNESSETH THAT:



     (1)  The Company and the  Executive  hereby agree to amend the Agreement as
          set forth in sections (2), (3) and (4) below:


     (2)  By adding  after the  final  sentence  of  Section  (2) the  following
          sentence:  "For  purposes  of  this  agreement,  any  such  change  in
          officership position will be consistent with the Executive's abilities
          and consist of duties and responsibilities  comparable to those of the
          officership position on the 1st day of April, 1999".


     (3)  By, in SCHEDULE A Section (B),  deleting the first sentence and adding
          in its place  the  following  sentence:  The  Officer's  choice of the
          addition  of six  years of age or six  years of  service  deemed as an
          employee of the Company, or any combination (not to exceed 6) of whole
          and partial  years of age and whole and partial years of service as an
          employee  of  the  Company,  in  the  calculation  of  a  supplemental
          retirement  benefit payable by the Company to the Officer in an amount
          equal to the excess of (A) over (B), where (A) is a retirement benefit
          calculated in accordance with the Company's Pension Plan, but with the
          aforesaid  addition of whole and partial years of age and/or  service,
          and (B) is the  benefit  payable to the  Officer  under the  Company's
          Pension Plan, plus the Officer's choice of the addition of seven years
          of age or seven years of service deemed as an employee of the Company,
          or any combination (not to exceed 7) of whole and partial years of age
          and whole and partial  years of service as an employee of the Company,
          in the  calculation  of the benefits  payable to the Officer under the
          Company's retiree medical benefit plan(s).


     (4)  By  additionally  in  SCHEDULE A Section  (B)  adding  after the final
          sentence: " The supplemental retirement benefit shall be paid from the
          Supplemental   Retirement  Benefit  Trust  of  the  Company  that  was
          established by an agreement  between the Company and State Street Bank
          and  Trust  Company,  dated as of June 1, 1995 and  amended  effective
          December 31, 1995".


     (5)  All the terms and conditions of the Agreement,  as amended hereby, are
          and shall remain in full force and effect

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     (6)  This First  Amendment to the  Agreement may be executed in one or more
          counterparts,  each of which  shall be deemed an  original  but all of
          which together will constitute one and the same instrument.



       IN WITNESS  WHEREOF,  the parties hereto have executed this instrument as
of the day and year first above written.

THE UNITED ILLUMINATING COMPANY


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


                                                       /s/ Kurt Mohlman
                                                -----------------------------
                                                     Treasurer and Secretary
     /s/ Stephen J. Goldschmidt
  ---------------------------------------
         Stephen J. Goldschmidt