EXHIBIT 31.2

                                  CERTIFICATION


I, Louis J. Paglia, certify that:

1. I have reviewed this Amendment No. 1 to the annual report on
   Form 10-K/A of UIL Holdings Corporation;

2. Based on my knowledge, this report does not contain any untrue
   statement of a material fact or omit to state a material fact
   necessary to make the statements made, in light of the
   circumstances under which such statements were made, not
   misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other
   financial information included in this report, fairly present
   in all material respects the financial condition, results of
   operations and cash flows of the registrant as of, and for,
   the periods presented in this report;

4. The registrant's other certifying officer and I are
   responsible for establishing and maintaining disclosure
   controls and procedures (as defined in Exchange Act Rules
   13a-15(e) and 15d-15(e)) for the registrant and have:

  a) Designed such disclosure controls and procedures, or caused
     such disclosure controls and procedures to be designed under
     our supervision, to ensure that material information relating
     to the registrant, including its consolidated subsidiaries, is
     made known to us by others within those entities, particularly
     during the period in which this report is being prepared;

  b) Evaluated the effectiveness of the registrant's disclosure
     controls and procedures and presented in this report our
     conclusions about the effectiveness of the disclosure controls
     and procedures, as of the end of the period covered by this
     report based on such evaluation; and

  c) Disclosed in this report any change in the registrant's
     internal control over financial reporting that occurred during
     the registrant's most recent fiscal quarter (the registrant's
     fourth fiscal quarter in the case of an annual report) that
     has materially affected, or is reasonably likely to materially
     affect, the registrant's internal control over financial
     reporting; and

5. The registrant's other certifying officer and I have
   disclosed, based on our most recent evaluation of internal
   control over financial reporting, to the registrant's auditors
   and the audit committee of the registrant's board of directors
   (or persons performing the equivalent functions):

  a) All significant deficiencies and material weaknesses in the
     design or operation of internal control over financial
     reporting which are reasonably likely to adversely affect the
     registrant's ability to record, process, summarize and report
     financial information; and

  b) Any fraud, whether or not material, that involves management
     or other employees who have a significant role in the
     registrant's internal control over financial reporting.





Date: September 29, 2004                           /s/ Louis J. Paglia
                                                ----------------------------
                                                    Louis J. Paglia
                                                Executive Vice President
                                                and Chief Financial Officer