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^*

BRESLAWSKY MARC C

(Last)

(First)

(Middle)

157 CHURCH STREET, P. O. BOX 1564

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2008

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⁽⁵⁾								166	D

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)
Stock Option (right to buy)	$25.9313							03/22/2000	03/22/2009	Common Stock	7,500		7,500	D
Stock Option (right to buy)	$23.6438							03/27/2001	03/27/2010	Common Stock	7,500		7,500	D
Stock Option (right to buy)	$27.105							03/26/2002	03/26/2011	Common Stock	7,500		7,500	D
Stock Option (right to buy)	$33.963							03/25/2003	03/25/2012	Common Stock	7,500		7,500	D
Phantom Stock Options⁽²⁾	$31.47	04/30/2008		A		31.776		08/08/1988⁽³⁾	08/08/1988⁽⁴⁾	Common Stock	31.776	$31.47	35,327.263	D
Restricted Common Stock⁽¹⁾	$30.41	04/01/2008		A		167.598		04/01/2008	03/24/2011	Common Stock	167.598	$30.41	15,053.446	D

Explanation of Responses:

1. Restricted Common Stock shares held in UIL Holdings Corporation's Deferred Compensation Plan (DCP)to be allocated upon retirement in accordance to the plan. Shares granted as follows: 1,200 shares on 3/2003; 1,200 shares on 3/2004; 1,200 shares on 3/2005, 1,200 shares on 3/2006; 2,205 on 3/26/2007 and 3,088 on 3/24/2008. (note, shares granted during 2003-2006 have increased due to the 7/06 stock split) and dividends are accrued on theses shares.

2. (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.

3. The units are to be settled in UIL Holdings Corporation's Common Stock upon termination of the Reporting Person's service (other than by death) or termination of the Plan.

4. The Staff has designated "08/08/1988" as a dummy date for this specific purpose.

5. Inlcudes UIL's stock split of five for every three shares (5-for-3) as of 7/5/06.

Remarks:

	Susan E. Allen, attorney-in-fact	05/01/2008
	** 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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