EXHIBIT 3.1f



                           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  amending   Section  5  of  said   Certificate   of
     Incorporation to read 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.

     3. The above  resolution was recommended to the shareholders of the Company
by the Company's Board of Directors, and was adopted on July 21, 2000 by a dated
and signed unanimous written consent of the shareholders of the Company.

     4. 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 100,  each share being  entitled to one
          vote; and
     (C)  all of the  outstanding  shares of Common  Stock  entitled  to vote on
          approval of the amendment were owned by one person; and
     (D)  said one person  consented  in writing  to the  adoption  of the above
          resolution  by a writing  dated and signed by said  person on July 21,
          2000.





WE, THE UNDERSIGNED, being the Chairman of the Board of Directors, President and
Chief Executive Officer, and the Corporate 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 July, 2000.

                                    THE UNITED ILLUMINATING COMPANY



                                      /s/ Nathaniel D. Woodson
                                    -------------------------------------------
                                      Nathaniel D. Woodson
                                      Chairman of the Board of Directors,
                                      President and Chief Executive Officer



                                      /s/ Susan E. Allen
                                     ------------------------------------------
                                          Susan E. Allen
                                          Corporate Secretary



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