SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WOODSON NATHANIEL D

(Last)

(First)

(Middle)

C/O UIL HOLDINGS CORPORATION

157 CHURCH STREET

(Street)

NEW HAVEN

06510

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UIL HOLDINGS CORP [ UIL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO, Director

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/05/2004		M		24,333	A	$39.4063	24,333	I	Trust
Common Stock	01/05/2004		F		22,229	D	$45.415	2,104	I	Trust
Common Stock								37,919	I	By General Partnership
Common Stock								834.224	I	KSOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Options⁽¹⁾	$45.1563	02/23/1998		A		16,000		02/23/1999	02/23/2008	Common Stock	16,000	$45.1563	16,000	D
Phantom Stock Options⁽¹⁾	$45.1563	02/23/1998		A		16,000		02/23/2000	02/23/2008	Common Stock	16,000	$45.1563	16,000	D
Phantom Stock Options⁽¹⁾	$45.1563	02/23/1998		A		16,000		02/23/2001	02/23/2008	Common Stock	16,000	$45.1563	16,000	D
Phantom Stock Options⁽¹⁾	$45.1563	02/23/1998		A		16,000		02/23/2002	02/23/2008	Common Stock	16,000	$45.1563	16,000	D
Phantom Stock Options⁽¹⁾	$45.1563	02/23/1998		A		16,000		02/23/2003	02/23/2008	Common Stock	16,000	$45.1563	16,000	D
Employee Stock Options (right to buy)	$43.2187	03/22/1999		A		7,000		03/22/2002	03/22/2009	Common Stock	7,000	$43.2187	7,000	D
Employee Stock Options (right to buy)	$39.4062	03/27/2000	01/05/2004	M			12,167	03/27/2002	03/27/2010	Common Stock	12,167	$39.4062	0	D
Employee Stock Options (right to buy)	$39.4062	03/27/2000	01/05/2004	M			12,166	03/27/2003	03/27/2010	Common Stock	12,166	$39.4062	0	D
Employee Stock Options (right to buy)	$45.175	03/26/2001		A		15,334		03/26/2002	03/26/2011	Common Stock	15,334	$45.175	15,334	D
Employee Stock Options (right to buy)	$45.175	03/26/2001		A		15,333		03/26/2003	03/26/2011	Common Stock	15,333	$45.175	15,333	D
Employee Stock Options (right to buy)	$45.175	03/26/2001		A		15,333		03/26/2004	03/26/2011	Common Stock	15,333	$45.175	15,333	D
Employee Stock Options (right to buy)	$53.365	02/21/2002		A		12,215		08/21/2002	03/22/2009	Common Stock	12,215	$53.365	12,215	D
Employee Stock Options (right to buy)	$53.365	02/21/2002		A		10,033		08/21/2002	03/27/2010	Common Stock	10,033	$53.365	10,033	D
Employee Stock Options (right to buy)	$56.605	03/25/2002		A		29,000		03/25/2003	03/25/2012	Common Stock	29,000	$56.605	29,000	D
Employee Stock Options (right to buy)	$56.605	03/25/2002		A		29,000		03/25/2004	03/25/2012	Common Stock	29,000	$56.605	29,000	D
Employee Stock Options (right to buy)	$56.605	03/25/2002		A		29,000		03/25/2005	03/25/2012	Common Stock	29,000	$56.605	29,000	D
Employee Stock Options (right to buy)	$36.125	05/02/2003		A		34,000		05/02/2004	05/02/2013	Common Stock	34,000	$36.125	34,000	D
Employee Stock Options (right to buy)	$36.125	05/02/2003		A		33,000		05/02/2005	05/02/2013	Common Stock	33,000	$36.125	33,000	D
Employee Stock Options (right to buy)	$36.125	05/02/2003		A		33,000		05/02/2006	05/02/2013	Common Stock	33,000	$36.125	33,000	D
Employee Stock Options (right to buy)	$45.15	01/05/2004		A		22,229		07/05/2004	03/27/2010	Common Stock	22,229	$45.15	22,229	D

Explanation of Responses:

1. (1 for 1) Phantom Stock Units were accrued pursuant to UIL Holdings Corporation's Non-Employee Stock and Deferred Compensation Plan and are to be converted to common stock upon retirement.

	Susan E. Allen (attorney-in-fact)	01/07/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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