EXHIBIT 10.15a


                          FIRST AMENDMENT TO AMENDED AND
                          RESTATED EMPLOYMENT AGREEMENT


         This FIRST AMENDMENT,  made as of the 1st day of February, 1998, to the
Amended and Restated  Employment  Agreement,  made as of the 1st day of January,
1988,  and  amended as of July 23,  1990,  June 1, 1995 and March 1, 1997,  (the
"Agreement") between THE UNITED ILLUMINATING COMPANY, a Connecticut  corporation
(the "Company") and James F. Crowe, an individual (the "Executive"),

                                WITNESSETH THAT:

     (1) The Company and the  Executive  hereby agree to amend the  Agreement as
set forth in sections (2) and (3) below:

     (2) By deleting the final sentence of Section (4)(b) in its entirety.

     (3) By inserting,  following  the second  sentence of Section  (4)(f),  the
following  sentence:  "For purposes of this  Agreement,  Total  Compensation  is
defined as the sum of the Executive's Base Salary and any amount paid or payable
to  the  Executive   pursuant  to  the  Company's  annual  Executive   Incentive
Compensation Program."

     (4) All the terms and  conditions of the  Agreement,  as amended hereby are
and shall remain in full force and effect.

     (5) This First  Amendment to the  Agreement  may be executed in one or more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.

     IN WITNESS WHEREOF,  the parties hereto have executed this instrument as of
the day and year first above written.

THE UNITED ILLUMINATING COMPANY

                                                   ATTEST:

By        /s/ Richard J. Grossi
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         Its Chairman of the
         Board of Directors and
         Chief Executive Officer
                                                       /s/ Kurt Mohlman
                                                  ------------------------------
                                                         Treasurer and
          /s/ James F. Crowe                             Secretary
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           James F. Crowe