EXHIBIT 3.1d


                         THE UNITED ILLUMINATING COMPANY
                    (A Specially Chartered Stock Corporation)
                CERTIFICATE AMENDING CERTIFICATE OF INCORPORATION
                BY ACTIONS OF BOARD OF DIRECTORS AND SHAREHOLDERS



         1. The name of the corporation is THE UNITED ILLUMINATING  COMPANY (the
"Company").

         2. The Certificate of  Incorporation  of the Company is amended only by
the following resolution:

         RESOLVED:  That the Certificate of  Incorporation of the Company be and
         it  hereby  is  amended  by  deleting  therefrom  Section  seven of the
         Resolution  of the Senate and House of  Representatives  of the General
         Assembly of the State of Connecticut,  approved June 15, 1899, entitled
         "INCORPORATING THE NEW HAVEN ILLUMINATING  COMPANY",  and Section three
         of the  Resolution  of the Senate and House of  Representatives  of the
         General  Assembly of the State of  Connecticut,  approved May 26, 1939,
         entitled  "AN ACT  AMENDING  THE  CHARTER  OF THE  UNITED  ILLUMINATING
         COMPANY",  and  by  adding  a new  Section  5 to  said  Certificate  of
         Incorporation, reading as follows:

         Section 5. All corporate powers of the Company shall be exercised by or
         under  authority  of, and the business and affairs of the Company shall
         be managed under the  direction of, a Board of Directors  consisting of
         not less than three nor more than fifteen individuals,  with the number
         fixed in, and increased or decreased from time-to-time by amendment of,
         the  Bylaws  of the  Company,  each of  which  individuals  shall  be a
         shareowner of the Company.

         3. The above  resolution  was  recommended to the  shareholders  of the
Company by the  Company's  Board of Directors,  and was printed  verbatim in the
Proxy   Statement  that   accompanied  the  Notice  of  Annual  Meeting  of  the
shareholders of the Company held on May 20, 1998, which Notice of Annual Meeting
was  mailed  to each  shareholder  of the  Company  and  stated  that one of the
purposes  of the  meeting was to  consider  the above  resolution  as a proposed
amendment to the Company's Certificate of Incorporation.

         4. The  amendment to the Company's  Certificate  of  Incorporation  was
adopted on May 20, 1998 by approval  of the  shareholders  of the Company at the
Annual Meeting of said shareholders held on said date.


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         5.  Relative  to  the  approval  of  the  amendment  by  the  Company's
shareholders:

         (A)      the designation of the shares of the only  shareholder  voting
                  group entitled to vote on the amendment was Common Stock; and
         (B)      the number of  outstanding  shares of Common Stock entitled to
                  vote on approval of the amendment was  14,334,922,  each share
                  being entitled to one vote; and
         (C)      the number of shares of Common Stock indisputably  represented
                  at the meeting of the shareholders was 12,746,853; and
         (D)      the total number of Common Stock share votes cast FOR approval
                  of the amendment was 12,125,056; and
         (E)      the total  number of Common  Stock  share  votes cast  AGAINST
                  approval of the amendment was 367,467.

WE, THE UNDERSIGNED,  being the Chief Executive  Officer and President,  and the
Treasurer and Secretary,  of The United  Illuminating  Company,  hereby declare,
under  penalties of false  statement,  that the statements made in the foregoing
certificate are true.

         Dated at New Haven, Connecticut, this 21st day of May, 1998.

                                     THE UNITED ILLUMINATING COMPANY



                                        /s/ Nathaniel D. Woodson
                                     --------------------------------------
                                     Nathaniel D. Woodson
                                     Chief Executive Officer and President




                                       /s/ Kurt Mohlman
                                     --------------------------------------
                                     Kurt Mohlman
                                     Treasurer and Secretary