Middletown, RI - Pauline Helen Gladding Tilley, 89, of 280 Greene Lane Middletown, RI, formerly of 1221 West Main Road, Middletown, RI, died Tuesday, January 6, 2004 at Village House Newport, RI.She was the wife of the late Charles F. Tilley. Born in Newport, RI on January 15, 1914, she was the daughter of the late Thomas Lake and Hannah T. Downs Gladding. Mrs. Tilley worked for the New England Telephone Company in the Newport office for 35 years, retiring in 1954. She was a member of St. Lucys Church, and a former member of the Aquidneck Grange, the Town Howlers, the Business Women Club and the Telephone Pioneers. Mrs. Tilley was an avid card player and enjoyed ceramics and cooking. She is survived by two daughters Mary Patricia Jennings and Beverly Ann Segerson both of Middletown, RI, her sister Louise Kosch of Norwich, CT, eleven grandchildren Patricia Jennings, John Jennings Jr., William Jennings, Amy Ciccone, Pauline Hartley, Timothy Segerson, John Segerson, Maureen Segerson, Beverly Segerson, Terry Tilley and Charles Tilley III, and ten great-grandchildren Andrew Jennings, Nicolas Jennings, Brian Hartley, Christopher Segerson, Katie Segerson, Kevin Segerson, Kailee Mesler, Justin Tilley, Katlyn Tilley and Patrick Tilley. She was the mother of the late Thomas Alen Burgess and Charles F. Tilley Jr. and the sister of the late David Downs and Margaret Payton. Her funeral will be held on Saturday, January 10, 2004 at 8:00 AM from the Memorial Funeral Home, 375 Broadway, Newport, with a Mass of Christian burial at 9:00 AM in St. Lucys Church, 909 West Main Road, Middletown. Burial will be in St. Columba Cemetery in Middletown. Donations in her memory may be made to the Visiting Nurse Services Of Newport Bristol Cos, 1184 East Main Road, Portsmouth, RI 02871.