EXHIBIT 3.3



                          CERTIFICATE OF INCORPORATION
                                       OF
                            UIL HOLDINGS CORPORATION


     Section 1. The name of the  corporation  is UIL HOLDINGS  CORPORATION  (the
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"Corporation").


     Section 2. The purpose of the  Corporation  is to engage in the  businesses
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and  activities  that a corporation  is authorized to engage in by virtue of the
Connecticut  Business Corporation Act in effect on the effective date hereof and
as it may be amended or superseded  from time to time after the  effective  date
hereof.


     Section 3.  The  street  address of the  Corporation's  initial  registered
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office  is 157  Church  Street,  New  Haven,  Connecticut;  and the  name of the
corporation's initial registered agent at that office is Kurt Mohlman.


     Section 4. The name of the Corporation's  incorporator is Robert L. Fiscus,
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whose address is 86 Cricket Lane, Shelton, Connecticut.


     Section 5. The  classes of shares,  and the number of shares of each class,
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that the Corporation is authorized to issue are as follows:


     (a) Common Stock.  Thirty million  (30,000,000) shares of a class of shares
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designated  "Common  Stock,"  without par value.  The Common Stock shares of the
Corporation  shall have unlimited voting rights and shall be entitled to receive
the net assets of the Corporation upon its dissolution. Each share of the Common
Stock of the Corporation shall have preferences, limitations and relative rights
that are  identical  with those of the other  shares of the Common  Stock of the
Corporation.


     (b) Preferred Stock - $100 Par Value. One million  (1,000,000)  shares of a
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class of shares  designated  "Preferred  Stock - $100 Par  Value,"  having a par
value of $100 per share.  Before  the  issuance  of any shares of the  Preferred
Stock - $100 Par  Value  of the  Corporation,  the  Board  of  Directors  of the
Corporation  shall determine the  preferences,  limitations and relative rights,
within the limits  prescribed by statute,  of such class of shares that shall be
identical  among  all of the  shares  of such  class of  shares.  Shares  of the
Preferred  Stock - $100 Par Value of the  Corporation  shall be issued in one or
more series.  Before the  issuance of the shares of any series of the  Preferred
Stock - $100 Par Value,  the Board of  Directors of the  Corporation  shall give
such series a  distinguishing  designation and shall determine the  preferences,
limitations and relative  rights,  within the limits  prescribed by statute,  of
such series of shares.  Each share of a series of the Preferred Stock - $100 Par
Value of the Corporation shall have preferences, limitations and relative rights
that are identical  with those of the other shares of such series of shares and,
except to the extent otherwise provided  in the description of  the preferences,

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limitations  and  relative  rights  prescribed  for such series of shares by the
Board of  Directors  of the  Corporation,  with those of the other shares of the
Preferred Stock - $100 Par Value of the Corporation.  No shares of the Preferred
Stock - $100 Par Value of the  Corporation  shall be issued where such issuance,
or the preferences, limitations or relative rights of such shares, will have the
effect, directly or indirectly, of precluding or inhibiting a person or group of
persons from seeking to obtain control of the management or business and affairs
of the  Corporation  by acquiring or offering to acquire  Common Stock shares of
the Corporation, or by soliciting proxies from the owners of Common Stock shares
of the Corporation for voting such shares at a meeting of the shareowners of the
Corporation, or by any other lawful means.

     (b) Preferred Stock - $25 Par Value. Four million  (4,000,000)  shares of a
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class of shares designated "Preferred Stock - $25 Par Value," having a par value
of $25 per share. Before the issuance of any shares of the Preferred Stock - $25
Par Value of the  Corporation,  the Board of Directors of the Corporation  shall
determine the preferences,  limitations and relative  rights,  within the limits
prescribed by statute, of such class of shares that shall be identical among all
of the shares of such class of shares.  Shares of the Preferred  Stock - $25 Par
Value of the  Corporation  shall be issued  in one or more  series.  Before  the
issuance of the shares of any series of the Preferred Stock - $25 Par Value, the
Board of Directors of the  Corporation  shall give such series a  distinguishing
designation  and shall  determine  the  preferences,  limitations  and  relative
rights,  within the limits prescribed by statute, of such series of shares. Each
share of a series  of the  Preferred  Stock - $25 Par  Value of the  Corporation
shall have preferences,  limitations and relative rights that are identical with
those of the other  shares of such  series of shares  and,  except to the extent
otherwise  provided  in the  description  of the  preferences,  limitations  and
relative  rights  prescribed for such series of shares by the Board of Directors
of the Corporation,  with those of the other shares of the Preferred Stock - $25
Par Value of the  Corporation.  No shares of the Preferred Stock - $25 Par Value
of the  Corporation  shall be issued where such  issuance,  or the  preferences,
limitations or relative rights of such shares, will have the effect, directly or
indirectly,  of  precluding  or  inhibiting  a person or group of  persons  from
seeking to obtain  control of the  management  or  business  and  affairs of the
Corporation  by  acquiring  or offering to acquire  Common  Stock  shares of the
Corporation,  or by soliciting proxies from the owners of Common Stock shares of
the  Corporation  for voting such shares at a meeting of the  shareowners of the
Corporation, or by any other lawful means.

     (b) Preference Stock. Four million  (4,000,000) shares of a class of shares
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designated  "Preference  Stock," having a par value of $25 per share. Before the
issuance of any shares of the Preference Stock of the Corporation,  the Board of
Directors of the Corporation  shall determine the  preferences,  limitations and
relative  rights,  within the limits  prescribed  by  statute,  of such class of
shares that shall be identical  among all of the shares of such class of shares.
Shares of the Preference Stock of the Corporation shall be issued in one or more
series. Before the issuance of the shares of any series of the Preference Stock,
the  Board  of   Directors  of  the   Corporation   shall  give  such  series  a
distinguishing designation and shall determine the preferences,  limitations and
relative  rights,  within the limits  prescribed  by statute,  of such series of
shares.  Each share of a series of the Preference Stock of the Corporation shall
have preferences,  limitations and relative rights that are identical with those
of the other shares of such series of shares and, except to the extent otherwise
provided in the description of the preferences, limitations and relative rights


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<PAGE>

prescribed  for  such  series  of  shares  by  the  Board  of  Directors  of the
Corporation,  with  those of the  other  shares of the  Preference  Stock of the
Corporation.  No  shares of the  Preference  Stock of the  Corporation  shall be
issued where such issuance,  or the preferences,  limitations or relative rights
of such shares, will have the effect,  directly or indirectly,  of precluding or
inhibiting a person or group of persons  from  seeking to obtain  control of the
management or business and affairs of the  Corporation  by acquiring or offering
to acquire Common Stock shares of the Corporation, or by soliciting proxies from
the owners of Common Stock shares of the Corporation for voting such shares at a
meeting of the shareowners of the Corporation, or by any other lawful means.

     Section 6. All corporate powers of the Corporation shall be exercised by or
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under  authority  of, and the business and affairs of the  Corporation  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  Corporation,
each of which individuals shall be a shareowner of the Corporation.

     Section 7. No person who is or was a director of the  Corporation  shall be
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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 Connecticut  General  Statutes on the effective date hereof and as it may
be amended or superseded  from time to time after the effective date hereof,  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 Connecticut  General  Statutes as constituted on the
effective  date hereof and as it may be amended or superseded  from time to time
after the effective date hereof.

     Section 8. The  Corporation  shall be obligated to indemnify a director for
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liability,  as defined in subdivision  (5) of Section 33-770 of the  Connecticut
General  Statutes  on the  effective  date  hereof  and as it may be  amended or
superseded from time to time after the effective date hereof,  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 Connecticut  General  Statutes on the effective date hereof and as it may
be amended or superseded  from time to time after the effective date hereof,  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
crated  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) created  liability
under Section 33-757 of the Connecticut  General  Statutes as constituted on the
effective  date hereof and as it may be amended or superseded  from time to time
after the effective date hereof.

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