SecProbe.io

September 23, 2010
 Robert G. Schoenberger Chief Executive Officer and President Unitil Corporation  6 Liberty Lane West Hampton, New Hampshire 03842
Re: Unitil Corporation
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 10, 2010  Definitive Proxy Statement on Schedule 14A Filed March 4, 2010 Forms 10-Q for the Fiscal Quarters Ended March 31, 2010 and June 30, 2010  Filed April 27, 2010 and July 27, 2010  File No. 001-8858

Dear Mr. Schoenberger:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  Please confirm in writing that you w ill do so, and also explain to us in sufficient
detail for an understanding of the disclosure how  you intend to comply by  providing us with your
proposed revisions

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Robert G. Schoenberger
Unitil, Inc.  September 23, 2010 Page 2

Form 10-K for the Fiscal Year Ended December 31, 2009

 Item 7. Management’s Discussion and Anal ysis of Financial Condition…, page 22

 Liquidity, Commitments and Ca pital Requirements, page 30

 Sources of Capital, page 30

 1. Please disclose the amount of total credit th at remained available to you under your revolving
credit facility as of December 31, 2009 a nd June 30, 2010.  Please disclose when your
revolving credit agreement is set to expire.
  Item 9A. Controls and Procedures, page 85

 Disclosure Controls and Procedures, page 85

 2. Your management’s conclusion regarding the e ffectiveness of your disclosure controls and
procedures was as of December 31, 2008 rath er than as of December 31, 2009.  Please
confirm that your management’s conclusion rega rding the effectivene ss of your disclosure
controls and procedures was to be for the pe riod covered by your Form 10-K for the fiscal
year ended December 31, 2009 and not for the fiscal year ended December 31, 2008.

Management’s Report on Internal Cont rol over Financial Reporting, page 85

 3. We note that in the second paragraph you pr ovide a summarized definition of Internal
Controls over Financial Reporting, which does not  appear to track the definition, provided in
Exchange Act Rule 13a-15(f).  As such, pleas e revise to provide the entire definition of
Internal Controls over Financ ial Reporting as defined in Ex change Act Rule 13a-15(f).
Alternatively, you may simply refer to readers to  the definition of Inte rnal Controls over
Financial Reporting provided in Exchange Act Rule 13a-15(f).
4. You state that “management believes the Compa ny’s internal control over financial reporting
is designed and operating effectively as of December 31, 2009.”  Please re vise to state, if
true, that your management concluded that you r internal control over financial reporting was
effective as of the end of the period covered by the report, rather than stating they “believe”
that your internal control over financial repo rting “is designed and operating effectively.”
 Item 15. Exhibits and Financia l Statement Schedules, page 88

 5. It appears that you have not provided the schedules and/or exhibits to Exhibit 10.14 credit
Agreement between Unitil Corporation and Bank of American dated November 26, 2008 and Exhibit 10.17 Credit Agreement between Uniti l Corporation and Royal Bank of Canada
dated December 1, 2008.  Please refile the co mplete credit agreements, including all
schedules and exhibits with your next periodic report.

Robert G. Schoenberger
Unitil, Inc.  September 23, 2010 Page 3

Definitive Proxy Statement on Schedule 14A

 Compensation Committee Operations, page 15

6. Please describe the nature and scope of To wers Perrin’s engagement and any material
elements of the instructions or directions given to Towers Perrin with respect to the
performance of their duties under the engagement .  Please refer to Item 407(e)(3)(iii) of
Regulation S-K.
 Risk and Broad-Based Comp ensation Programs, page 16

 7. We note your disclosure in response to Item 402(s)  of Regulation S-K.  Please describe to us
the process you undertook to reach the conclusion that disclosure is not necessary.
 Compensation Discussion and Analysis, page 27

 Compensation Policy & Process, page 27

 8. We note that Towers Perrin provided you executive compensation information for
comparable companies found in various Towers  Perrin reports, which are listed on page 28.
It appears that you used the information Towers Perrin provided to you about these
companies to set the pay of your executive o fficers.  Please disclose which companies you
benchmarked your executive compensation agains t.  Please refer to Item 402(b)(2)(xiv) of
Regulation S-K
 Base Salary, page 28

 9. We note that when setting the salary of executives and whethe r they receive merit increases
to their salary you consider their individual pe rformance.  Please describe the elements of
individual performance that you consider when  setting an executive’s salary and when you
are deciding whether to award a merit increase.
Performance Objectives and Measures  for Incentive Compensation, page 32

 10. Please provide the results of your 2009 performa nce objectives applicable to your Incentive
Plan and Restricted Stock Plan.
  Forms 10-Q for the Fiscal Quarters Ended March 31, 2010 and June 30, 2010

 11. We note that your disclosure regarding the e ffectiveness of your disclosure controls and
procedures in your Forms 10-Q for the fis cal quarters ended March 31, 2010 and June 30,
2010 differ from the disclosure controls and proc edures disclosure found in your Form 10-K.
In this regard, we note that your Forms 10-Q states that your manage ment concluded that
your disclosure controls and procedures “are e ffective in timely alerting them to material
information relating to the Company required to  be included in the Company’s periodic SEC
filings.”  Your management’s conclusion regard ing your disclosure controls and procedures

Robert G. Schoenberger
Unitil, Inc.  September 23, 2010 Page 4

appears to encompass only a portion of the defi nition of disclosure controls and procedures
as provided in Rule 13a-15(d).  Please revi se to provide your mana gement’s conclusion
regarding the effectiven ess of your disclosure controls a nd procedures as defined by Rule
13a-15(d).  Please also note that disclosure controls and procedures include the
communication of all information to management , not just “material” information.  Please
confirm that you will omit the word “material”  from future filings.  Alternatively, you may
simply omit the definition of di sclosure controls and procedur es from your disclosure and
only provide your management’s conclusion rega rding the effectivene ss of your disclosure
controls and procedures.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Robert Errett, Staff Attorn ey at (202) 551-3225 or Brigitte Lippmann,
Special Counsel at (202) 551-3713 or me  at (202) 551-3720 with any questions.

Sincerely,
       H. Christopher Owings
Assistant Director