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Correspondence

 VIA EDGAR

October 4, 2010

 H. Christopher Owings

 Assistant Director

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Washington, D.C. 20549-0404

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. Owings:

 Set
forth below are the responses of Unitil Corporation (the “Registrant”, “Unitil” or the “Company”) to the letter dated September 23, 2010 (the “Comment Letter”) from the Staff
(the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) concerning the Registrant’s:

(i)
Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “Form 10-K”), which was filed with the Commission on February 10,
2010;

(ii)
Definitive Proxy Statement on Schedule 14A (the “Proxy”), which was filed with the Commission on March 4, 2010; and

(iii)
Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2010 and June 30, 2010, which were filed with the Commission on April 27, 2010 and
July 27, 2010.

 For your convenience, the Staff’s comments have been set forth in bold and the
numbered paragraphs contained herein correspond to the numbered paragraphs in the Comment Letter.

 Corporate Office

6 Liberty Lane West

 Hampton, NH 03842-1720

 Phone: 603-772-0775

 Mr. H. Christopher Owings

U.S. Securities and Exchange Commission

 October
4, 2010

 Page 2

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

Item 7, Management’s Discussion and Analysis of Financial Condition, page 22

Liquidity, Commitments and Capital Requirements, page 30

Sources of Capital, page 30

1.
Please disclose the amount of total credit that remained available to you under your revolving credit facility as of December 31, 2009 and June 30, 2010.
Please disclose when your revolving credit agreement is set to expire.

 Response #1:

Noted and agreed. The total credit that remained available to the Registrant under its revolving credit facility was $15.5 million as of December 31,
2009 and $55.4 million as of June 30, 2010. The revolving credit facility is set to expire on October 12, 2010.

 In future filings,
in the Liquidity, Commitments and Capital Requirements section of Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Registrant will disclose the amount of total credit that remained available to it at
the end of the reporting periods and the scheduled expiration date of its revolving credit facilities. Also, the Registrant may provide a cross reference to the “Credit Arrangements” Note to the Consolidated Financial Statements, where the
Registrant has previously disclosed (i) the outstanding amount under its revolving credit facility; (ii) the total amount of its revolving credit facility; and (iii) the term and effective date of its revolving credit facility.

 Item 9A. Controls and Procedures, page 85

Disclosure Controls and Procedures, page 85

2.
Your management’s conclusion regarding the effectiveness of your disclosure controls and procedures was as of December 31, 2008 rather than as of
December 31, 2009. Please confirm that your management’s conclusion regarding the effectiveness of your disclosure controls and procedures was to be for the period covered by your Form 10-K for the fiscal year ended December 31, 2009
and not for the fiscal year ended December 31, 2008.

 Response #2:

Noted and agreed. The Registrant confirms that management’s conclusion regarding the effectiveness of the Company’s disclosure controls and
procedures was for the period covered by its Form 10-K for the fiscal year ended December 31, 2009 and not for the fiscal year ended December 31, 2008. This was an inadvertent typographical error.

 Mr. H. Christopher Owings

U.S. Securities and Exchange Commission

 October
4, 2010

 Page 3

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

3.
We note that in the second paragraph you provide 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, please revise to provide the entire definition of Internal Control over Financial Reporting as defined in Exchange Act Rule 13a-15(f). Alternatively, you may simply refer readers to the
definition of Internal Control over Financial Reporting provided in Exchange Act Rule 13a-15(f).

 Response #3:

 Noted and agreed. The Registrant notes that the first paragraph of Management’s Report on Internal Control over Financial Reporting
on page 85 of its Form 10-K for the year ended December 31, 2009 includes the text “…internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).” Nevertheless, the
Registrant will omit the summarized definition of Internal Control over Financial Reporting and refer readers to the definition in Rule 13a-15(f) in future filings.

4.
You state that “management believes the Company’s internal control over financial reporting is designed and operating effectively as of December 31,
2009.” Please revise to state, if true, that your management concluded that your 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 reporting “is designed and operating effectively.”

 Response #4:

 Noted and agreed. The Registrant will revise its statement in its Management Report on Internal Control over Financial Reporting in future
filings to state, if true, that its management concluded that its internal control over financial reporting was effective as of the end of the period covered by the report.

Item 15. Exhibits and Financial 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 Unitil Corporation and Royal Bank of Canada dated December 1, 2008. Please refile the complete credit agreements, including all schedules and exhibits with your next periodic
report.

 Response #5:

Noted and agreed. On December 3, 2008, the Registrant filed with the Commission, as exhibits to the Registrant’s Current Report on Form 8-K, the
Credit Agreement between Unitil Corporation and Bank of America (as Administrative Agent and Lender) and Other Lenders dated November 26, 2008 (the “Revolving Credit Agreement”) and the Credit Agreement between Unitil Corporation and
Royal Bank of Canada dated December 1, 2008 (the “Bridge

 Mr. H. Christopher Owings

U.S. Securities and Exchange Commission

 October
4, 2010

 Page 4

Financing Credit Agreement”). However, the Registrant did not include the ancillary schedules and exhibits related to those agreements.

The Registrant used the Bridge Financing Credit Agreement in connection with its acquisitions of Northern Utilities, Inc. and Granite State Gas
Transmission, Inc. The Registrant repaid the Bridge Financing Credit Agreement in full in May of 2009. The Registrant proposes that it not file the complete Bridge Financing Credit Agreement with its next periodic filing because the agreement is no
longer in effect.

 The Revolving Credit Agreement, as amended, will expire on October 12, 2010, which is prior to the Company’s next
periodic report. Prior to this expiration date, the Company expects to enter into an amendment that will establish a new term for the Revolving Credit Agreement. The Registrant proposes to file the amendment and the complete Revolving Credit
Agreement as exhibits to a Current Report on Form 8-K following the execution of the amendment.

 Definitive Proxy Statement on Schedule
14A

 Compensation Committee Operations, page 15

6.
Please describe the nature and scope of Towers 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 Regulations S-K.

Response #6:

 In 2009, the Compensation
Committee of the Registrant engaged Towers Perrin (now Towers Watson) to perform work of the following nature and scope:

1)
Competitive assessment of non-union cash compensation for 150 jobs in the general employee population – including cash compensation, appropriateness of salary
structure, and analysis of incentive targets.

2)
Review of broad-based benefit program design to ensure competitiveness of total compensation.

3)
Review of outside directors’ compensation.

4)
Detailed review of compensation for executives, including named executive officers – including definition of competitive marketplace and peer group, assessment of
competitiveness and mix of total compensation, appropriateness of cash and equity incentive programs, and competitiveness of key benefit programs.

Within the scope of work identified above, Towers Perrin’s final report included an analysis of the Company’s compensation as it relates to and
supports the Company’s business strategy, as well as program assessment and design modification, as appropriate, and a recommended schedule of implementation, as appropriate.

 Mr. H. Christopher Owings

U.S. Securities and Exchange Commission

 October
4, 2010

 Page 5

 In future filings, the Company will include the specific details of the scope of the engagement of
compensation consultants and any material elements of the instructions or directions given to said consultants, as required by Item 407(e)(3)(iii) of Regulation S-K.

Risk and Broad-Based Compensation Programs, page 16

7.
We note your disclosure in response to Item 402(s) of Regulations S-K. Please describe to us the process you undertook to reach the conclusion that disclosure
is not necessary.

 Response #7:

The Compensation Committee (“Committee”) of the Registrant met in September 2009 to review and evaluate the Company’s compensation policies
and practices, including the Company’s Incentive Plan performance metrics, variable and non-variable pay mix, and limited non-performance payouts, in connection with the new proxy disclosure rules, which had been proposed by the Securities and
Exchange Commission in July 2009.

 The Committee concluded, and management agreed, that the risks arising from the Company’s compensation
policies and practices were not reasonably likely to have a material adverse effect on the Company because (a) the Company’s compensation program is designed to be balanced and not motivate imprudent or excessive risk taking by executive
officers or other employees, (b) the Company does not use incentives that encourage short-term, high risk strategies at the expense of long-term performance and value, (c) the Committee has significant discretion in its determination of
incentive compensation awards, (d) the Committee considers distinct quantitative factors with regard to incentive compensation, (e) the Committee considers qualitative factors, such as the difficulty of achieving goals and challenges faced
during the year, to encourage employees and executive officers to consider and balance all aspects of the Company’s strategic plan, both short and long term, and (f) variable and non-variable pay mix is proportionally weighted for
executive officers and all employees.

 Compensation Discussion and Analysis, 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 officers. Please disclose which companies you benchmarked your executive compensation against. Please refer to
Item 402(b)(2)(xiv) of Regulation S-K.

 Response #8:

To assess the competitiveness of market pay for executive compensation as a whole, Towers Perrin used two forms of data for analysis:

1)
Proxy-based compensation analysis — publicly-available proxy filings for the following organizations:

 Mr. H. Christopher Owings

U.S. Securities and Exchange Commission

 October
4, 2010

 Page 6

 Allete, Black Hills Corp., Central Vermont Public Service Corp., CH Energy Group,
Chesapeake Utilities Corp., Cleco Corp., DPL., El Paso Electric, Empire District Electric, Florida Public Utilities, IDACORP, ITC Holdings, MGE Energy, Northwest Natural Gas, RGC Resources, South Jersey Industries, Southwestern Energy, UIL Holdings,
UniSource Energy.

2)
Published survey-based analysis — published surveys as listed on page 28 of the Proxy. Due to confidentiality of the surveys, they do not disclose participants by
position or survey scope criteria. All data were size-adjusted using revenue or employee regression or scope parameters.

 In
future filings, the Company will include the names of all companies against which executive compensation is benchmarked, as required by Item 402(b)(2)(xiv).

Base Salary, page 28

9.
We note that when setting the salary of executives and whether they receive merit increases to their salary you consider their individual performance. 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.

Response #9:

 The Company sets salary
ranges for every position based upon comparative salary data provided by Towers Perrin. The midpoint (or middle) of the salary range is set at the median level when compared to similar positions at other utility companies. In relation to each
executive officer, base pay is set within the salary range based upon individual performance relative to individual annual goals. This same process is used for both executive and non-executive positions. The elements of individual performance differ
depending on the individual position, but include: quality and accuracy of work; successful completion of established goals; ability to initiate creative solutions; adaptability to change; and impact on performance of the Company.

The elements of individual performance that are considered regarding the award of a merit increase are essentially the quality and quantity of work
performed and results achieved under individual established goals for the year, as noted above. Each position in the Company, including all executive officer positions, has a job description that outlines the accountabilities and competencies
required. As stated on Page 29 of the Registrant’s Proxy, merit increases are considered at the end of the year based on the evaluation of each person’s performance as related to each accountability listed in the individual job
description, as well as the achievement of individual goals established at the beginning of the year.

 Mr. H. Christopher Owings

U.S. Securities and Exchange Commission

 October
4, 2010

 Page 7

 Performance Objectives and Measures for Incentive Compensation, page 32

10.
Please provide the results of your 2009 performance objectives applicable to your Incentive Plan and Restricted Stock Plan.

Response #10:

 The results of the 2009
performance objectives applicable to the Registrant’s Incentive Plan and Restricted Stock Plan are listed below.

 Objective 2009

 Measure

Result

Weight

 Earnings Per Share (“EPS”)

the achievement of a stipulated level of EPS

 Minimum—approved budget EPS minus $0.10

Target—approved budget EPS

Maximum—approved budget EPS plus $0.10

Below
Minimum

25
%

 Three-Year Average Return on Equity

the achievement of average three-year return on equity measured against same average thr