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



                                    FORM 8-K




                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)

                    OF THE SECURITIES EXCHANGE ACT OF 1934




Date of Report (Date of earliest event reported):  July 20, 2000
                                                   --------------



                             UIL HOLDINGS CORPORATION
              (Exact name of registrant as specified in its charter)


       Connecticut                  001-15995                    06-1541045
       -----------                  ---------                    ----------
(State, or other jurisdiction   (Commission File               (IRS Employer
of incorporation)                   Number)                  Identification No.)


157 Church Street, New Haven, Connecticut                         06506
- -----------------------------------------                         -----
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code            (203) 499-2000
- --------------------------------------------------            --------------


                                      None
                                      ----
            (Former name or former address, if changed since last report)






Item 5. Other Events


Share Exchange
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On July  20,  2000,  The United  Illuminating  Company  ("UI") and UIL  Holdings
Corporation ("UIL Holdings")  completed a statutory share exchange,  pursuant to
which the outstanding common stock, without par value, of UI was exchanged, on a
share-for-share  basis,  for shares of UIL Holdings  common  stock,  without par
value. As a result of the  transaction,  UI is now a wholly-owned  subsidiary of
UIL  Holdings.  The share  exchange  was  effected  pursuant  to the terms of an
Agreement and Plan of Merger and Share  Exchange,  dated as of January 24, 2000,
among UI, UIL  Holdings  and United  Mergings,  Inc.,  and was  approved by UI's
shareholders on March 17, 2000. The formation of the holding  company  structure
was approved by the Federal Energy  Regulatory  Commission on March 31, 2000 and
by the Nuclear Regulatory Commission on July 18, 2000.

The common stock of UIL Holdings has been listed on the New York Stock Exchange,
and began trading under the symbol UIL on July 21, 2000.

Immediately  following  the  share  exchange,  UI  transferred  the stock of its
subsidiary,   United  Resources,  Inc.  ("URI"),  to  UIL  Holdings.  URI  is  a
Connecticut  corporation  that was wholly owned by UI immediately  prior to this
transfer. URI holds all of the issued and outstanding stock of four subsidiaries
that engage in non-utility business ventures.  The subsidiaries are (1) American
Payment Systems,  Inc., (2) PPI Holdings,  Inc., (3) United  Bridgeport  Energy,
Inc.,  and (4) United  Capital  Investments,  Inc. PPI  Holdings,  Inc. owns six
additional  subsidiaries,  each of which is engaged in a non-regulated business.
The six subsidiaries of PPI Holdings,  Inc. are (1) Thermal Energies,  Inc., (2)
Precision Constructors, Inc., (3) Allan Electric Co., Inc., (4) Precision Power,
Inc., (5) The DataStore  Incorporated,  and (6) Orlando Diefenderfer  Electrical
Contractors,   Inc.  United  Capital  Investments,   Inc.  owns  one  additional
subsidiary,  Souwestcon  Properties,  Inc.,  that is engaged in a  non-regulated
business.

UIL Holdings does not have any significant assets other than the common stock of
UI and URI.







                                    SIGNATURE


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                     UIL HOLDINGS CORPORATION
                                     Registrant


Date:    07/21/2000                  By:      /s/ Robert L. Fiscus
       --------------                   --------------------------------------
                                                  Robert L. Fiscus
                                       Vice Chairman of the Board of Directors,
                                       Chief Financial Officer, Treasurer and
                                       Secretary