UIL (UIL) 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

EXHIBIT 3.2A

AMENDMENT

TO THE BYLAWS

OF

UIL HOLDINGS CORPORATION

(a Connecticut corporation)

Section 2 of Article III of the Bylaws of the Corporation adopted March 22, 1999, as amended to September 22, 2008 (the “Bylaws”) is hereby amended in its entirety as follows:

ARTICLE III.

DIRECTORS.

SECTION 2.  Number and Term of Office.  The number of directorships shall be determined from time to time by the Board of Directors but shall be no more than twelve. Directors shall be elected to hold office until the next annual meeting of the shareowners and until their successors shall have been elected and qualified.

The foregoing amendment to the Bylaws was adopted by the Board of Directors on April 27, 2009.

By	/s/  Linda L. Randell
	Linda L. Randell
	Corporate Secretary
Date	April 28, 2009