8-K

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): November 8, 2005

(Exact name of registrant as specified in its charter)

Connecticut	1-15052	06-1541045
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File 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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

£Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On November 8, 2005, UIL Holdings Corporation (“UIL”), through its subsidiary United Capital Investments, Inc., together with TransEnergie HQ, Inc. and TransEnergie U.S. Ltd., (collectively, the “Sellers”) entered into a Purchase Agreement (“Agreement”) with BBI CSC, LLC and Babcock & Brown Infrastructure Ltd. (collectively, the “Purchasers”), pursuant to which Sellers will sell all of the membership interests in Cross-Sound Cable Company LLC (“CSC”) to the Purchasers (the “Transaction”).

CSC owns and operates a 330-megawatt transmission line (cable) connecting Connecticut and Long Island under the Long Island Sound. UCI and UIL expect to receive proceeds of $53.25 million, subject to a working capital adjustment, in exchange for UCI’s twenty-five percent equity interest in CSC and the repayment of loans made by UIL to CSC. After transaction costs and taxes, UCI and UIL expect to net approximately $45 million. The Transaction is expected to close in the first quarter of 2006.

Babcock & Brown Infrastructure Ltd, a specialized infrastructure investment company, has committed to the Transaction by escrowing a $10 million deposit, of which UCI would receive $2.5 million if the sale does not close under certain circumstances. The Sellers have agreed to pay a break-up fee of $5 million to the Purchasers if the Transaction does not close for certain reasons, one quarter (1/4) of which would be payable by UCI. Additionally, if the Sellers terminate the Transaction, except in the case of the Purchasers’ breach, they have agreed to pay certain expenses of the Purchasers up to an aggregate of $1 million.

The closing of the Transaction is subject to the satisfaction or waiver of certain customary closing conditions, including, among other things, the termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and the receipt of approvals by the Federal Energy Regulatory Commission and certain New York and Connecticut state regulatory agencies.

On November 8, 2005, UIL issued a press release announcing the execution of the Agreement. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c)	Exhibits - The following exhibit is filed as part of this report:
99	Press release, dated November 8, 2005.

SIGNATURES

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: 11/09/05	By/s/ Richard J. Nicholas
	Richard J. Nicholas
	Executive Vice President
	and Chief Financial Officer

Exhibit Index

Exhibit	Description
99	Press Release dated November 8, 2005

EX-99

                EXHIBIT 99

UIL Holdings Corporation

157 Church Street

P.O. Box 1564

New Haven, CT 06506-0901

203.499.2812 Fax: 203.499.3626

NEWS RELEASE

November 8, 2005	Analyst Contact:	Susan Allen:	203.499.2409
	Media Contact:	Anita Steeves:	203.499.2901
		After Hours:	203.499.2812

UIL Holdings Announces Sale of Minority Interest in CSC

UIL Holdings Corporation (NYSE: UIL) today announced that, UIL and TransEnergie HQ, Inc. (HQ), an affiliate of Hydro-Quebec, have agreed to sell Cross Sound Cable, LLC (CSC) to Babcock & Brown Infrastructure Ltd (ASX:BBI). HQ owns 75% of CSC and operates the business, and UIL through its subsidiary United Capital Investment (UCI), owns 25%.

Today, HQ announced its decision to sell CSC in order to strategically focus on its Canadian operations. UCI respects HQ’s decision to sell CSC and has been an active participant in the negotiations.

“Although CSC is a good investment, we agree to the sale of our share,” commented Nathaniel D. Woodson, UIL’s chief executive officer. “This sale reinforces our strategic focus on our utility business.”

UCI and UIL expect to receive proceeds of approximately $53 million, subject to a working capital adjustment, in exchange for UCI’s twenty-five percent equity interest in CSC, and the repayment of loans made by UIL to CSC. After transaction costs and taxes, UCI and UIL expect to net approximately $45 million. The transaction is expected to close in the first quarter of 2006.

Proceeds from the sale of CSC, along with the expected proceeds from the sale of UIL’s interest in Bridgeport Energy, LLC (BE), will be used by UIL Holdings to support an extensive capital program at UIL’s electric utility, The United Illuminating Company (UI) and to strengthen UIL’s balance sheet. UI’s capital program includes substantial commitments to address aging distribution and transmission infrastructures and the Middletown/Norwalk transmission project, that will help alleviate energy congestion and enhance electric reliability in Connecticut.

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UIL Holdings previously announced the exercise of a contractual right to sell its 33.33% ownership interest in BE to the majority owner. BE is a gas-fired, electric generating plant located in Bridgeport, Connecticut. The sale proceeds from that transaction are not yet known.

Babcock & Brown Infrastructure Ltd (ASX:BBI) is a specialized infrastructure investment company. BBI’s charter is to invest in, own and manage long-term, infrastructure assets around the world. BBI is owner of gas and electric transmission/distribution companies in Australia, New Zealand and Europe.

UIL Holdings Corporation (NYSE:UIL), headquartered in New Haven, Connecticut, is the holding company for a number of entities: The United Illuminating Company, a regulated utility providing electricity and energy related services to 320,000 customers in the Greater New Haven and Bridgeport areas; Xcelecom Inc., a leading provider of specialty contracting and voice-data-video systems integration; United Capital Investments, Inc., which holds a number of minority ownership interest investments, including a 25% interest in the Cross-Sound Cable Company, LLC; and United Bridgeport Energy, Inc., which holds a 33% interest in a gas-fired merchant wholesale electric generating facility. For more information on UIL Holdings, visit us at http://www.uil.com.

Statements in this press release other than historical facts are "forward-looking statements" within the meaning of section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Securities Litigation Reform Act of 1995. UIL intends that such statements about UIL’s future expectations, including future revenues and earnings, and all other forward-looking statements be subject to the safe harbors created thereby. Since these statements involve risks and uncertainties and are subject to change at any time, UIL's actual results may differ materially from expected results. Reference is made to the specific risk factors included in UIL’s most recent 10-K and other SEC filings.

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