EXHIBIT 3.1d

                         THE UNITED ILLUMINATING COMPANY
                    (A SPECIALLY CHARTERED STOCK CORPORATION)
                CERTIFICATE AMENDING CERTIFICATE OF INCORPORATION
                         BY ACTION OF BOARD OF DIRECTORS


     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 of the Board of Directors, acting alone:

         RESOLVED: That, 332 shares of the Company's class of preferred stock of
         the par value of $100 per share  having been  purchased  by the Company
         and canceled,  pursuant to Section 33-351(a) of the General Statutes of
         Connecticut,  Revision of 1958, as amended,  the  authorized  amount of
         said  class of  preferred  stock  shall be and it hereby is  reduced by
         $33,200, to $111,961,200,  consisting of a class of 1,119,612 shares of
         the par  value  of $100  per  share,  and  that,  pursuant  to  Section
         33-352(a) of the General Statutes of Connecticut,  Revision of 1958, as
         amended,  the  first  paragraph  of  ARTICLE  I.  AUTHORIZED  AMOUNT OF
         PREFERRED STOCK. of subsection 3(b) of the Certificate of Incorporation
         be and it hereby is amended to read as follows:

                  The  authorized  amount of  preferred  stock  subject to these
                  Articles (herein called the Preferred Stock), unless increased
                  in   accordance   with  the   provisions   hereof,   shall  be
                  $171,961,200, consisting of a class of 1,119,612 shares of the
                  par value of $100 per share and a class of 2,400,000 shares of
                  the par value $25 per  share.  Shares  of  either  class  may,
                  subject to the  provisions of these  Articles,  be issued from
                  time to time in one or more  series in such  amounts,  on such
                  terms  and for such  consideration  as may be  determined  and
                  authorized by the Board of Directors.  The series designation,
                  dividend rate, redemption prices, and other special rights, if
                  any, of each series of the Preferred Stock shall be determined
                  and authorized by the Board of Directors.

      3. The above  resolution was adopted by the Company's  Board of Directors,
acting  alone,  pursuant  to Sections  33-341(d)  and  33-352(a)  of the General
Statutes of Connecticut (Revision of 1958).

          The number of affirmative Directors' votes required to adopt the above
resolutions was six.

          The number of  Directors'  votes in favor of  adoption  of each of the
above resolutions was eleven.

<PAGE>

          WE, THE UNDERSIGNED,  being the President and Chief Financial  Officer
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 11th day of December 1996.

                                       THE UNITED ILLUMINATING COMPANY



                                          /s/ Robert L. Fiscus
                                       -------------------------------------
                                              Robert L. Fiscus
                                       President and Chief Financial Officer



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


                                      - 2 -