EXHIBIT 3.2b



                         Copy of Article II, Section 2 of Bylaws
                            of The United Illuminating Company



         SECTION 2. Special  Meetings.  Special meetings of the shareholders may
be called at any time by the  President,  or in his absence or  disability  by a
Vice President,  and shall be called on the request in writing or by a vote of a
majority of the Board of Directors or upon the written request of the holders of
not less than 35 percent of the voting  power of all shares  entitled to vote at
the  meeting.  Special  meetings of the  shareholders  may be held at such place
within the State of  Connecticut  as is  specified in the notice or call of such
meeting.