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Correspondence

 VIA EDGAR

October 23, 2012

 Andrew D. Mew

 Accounting Branch Chief

 United
States Securities and Exchange Commission

 Division of Corporation Finance

 Washington, D.C. 20549

Re:
Unitil Corporation

Form 10-K for the Fiscal Year Ended December 31, 2011

 Filed February 11, 2012

 File No. 001-08858

Dear Mr. Mew:

 Set forth
below are the responses of Unitil Corporation (the “Registrant”, “Unitil” or the “Company”) to the letter dated October 10, 2012 (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 Annual Report on Form 10-K for the fiscal year ended December 31,
2011 (the “Form 10-K”), which was filed with the Commission on February 1, 2012.

 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.

 Form 10-K for Fiscal Year Ended December 31, 2011

 Item 8. Financial
Statements and Supplementary Data

 Consolidated Balance Sheets, page 50

1.
We refer you to Rule 5-02 paragraphs 3, 8, 19 and 20 of Regulation S-X. Please provide us reconciliations explaining the nature and amount by category of balances
recorded within the Accounts Receivable, net, Accrued Revenue, Accounts Payable and Other Current Liabilities line items, as well as your conclusion as to why no further disaggregation of each financial statement line item needs to be presented.
Please ensure that the reconciliations agree to the respective financial statement line item balance.

 Corporate Office

 6 Liberty Lane West

 Hampton, NH
03842

 Phone: 603-772-0775

 Email:
corp@unitil.com

 Mr. Andrew D. Mew

 U.S. Securities and Exchange Commission

 October 23, 2012

 Page
 2

 Response #1:

The Registrant has reviewed Rule 5-02 Paragraphs 3, 8, 19 and 20 of Regulation S-X. The reconciliations shown below include the nature and
amount by category of balances recorded within the Accounts Receivable, net, Accrued Revenue, Accounts Payable and Other Current Liabilities line items, as well as the Registrant’s conclusion as to why no further disaggregation of each
financial line item needs to be presented.

 Accounts Receivable, net ($ millions):

 Category

December 31,

2011

2010

 Customer Receivables(1)

$
46.5

$
39.5

 Allowance for Doubtful Accounts(2)

(2.3
)

(2.6
)

 Accounts Receivable, net

$
44.2

$
36.9

(1)
 Less than 1% of Accounts Receivable, net reflects miscellaneous receivables not directly related to customer receivables and therefore the Registrant
concludes that those amounts do not warrant further disaggregation.

(2)
 Allowance for Doubtful Accounts is detailed in Note 6 to the Consolidated Financial Statements (see page 74 of Form 10-K.)

 Rule 5-02(3) of Regulation S-X addresses additional disclosures related to accounts and notes receivable and
instructs the preparer to “state separately amounts from (1) customers (trade); (2) related parties; (3) underwriters, promoters, and employees (other than related parties) which arose in the ordinary course of business; and
(4) others.” The above analysis shows that the items in Unitil’s Accounts Receivable, net include only customer receivables, net of the Allowance for Doubtful Accounts, which per Rule 5-02(4) is set forth in Note 6 to the
Consolidated Financial Statements. Therefore, the Registrant believes that it is in compliance with Rule 5-02(3) and (4) and no further disaggregation from the amounts reported for Accounts Receivable, net in the Form 10-K is required.

 Accrued Revenue ($ millions):

 Category

December 31,

2011

2010

 Rate tariff-based

$
56.6

$
46.7

 Accrued Revenue

$
56.6

$
46.7

 Accrued revenue represents balances due from ratepayers for electric and natural gas distribution and
supply-related costs that are approved for recovery by regulators through normal recurring rate recovery mechanisms. Rule 5-02 of Regulation S-X does not specifically address accrued revenue. However, based on the above analysis, the Registrant
believes that it is in compliance with Rule 5-02 and that the sole category within Accrued Revenue does not require further disaggregation.

 Mr. Andrew D. Mew

 U.S. Securities and Exchange Commission

 October 23, 2012

 Page
 3

 Accounts Payable ($ millions):

 Category

December 31,

2011

2010

 Trade Creditors

$
26.1

$
26.5

 Payroll-related

0.3

—

 Accounts Payable

$
26.4

$
26.5

 Rule 5-02(19) of Regulation S-X addresses additional disclosures related to accounts and notes payable and
instructs the preparer to “state separately amounts payable to (1) banks for borrowings; (2) factors or other financial institutions for borrowings; (3) holders of commercial paper; (4) trade creditors; (5) related
parties; (6) underwriters, promoters, and employees (other than related parties); and (7) others.” Based on the above analysis and the relative size of the payroll-related amounts, the Registrant believes that it is in compliance
with Rule 5-02(19) and no further disaggregation from the amounts reported for Accounts Payable in the Form 10-K is required.

Other Current Liabilities ($ millions):

 Category

December 31, 2011

December 31, 2010

$

% of Total
Current
Liabilities

$

% of Total
Current
Liabilities

 Refundable Deposits

$
3.2

2.1
%

$
3.3

2.6
%

 Interest Payable

3.2

2.1
%

3.2

2.5
%

 Decoupling Liability

2.3

1.5
%

—

—

 Incentive Compensation

2.0

1.3
%

1.3

1.0
%

 Price Risk Liability

1.7

1.1
%

0.8

0.6
%

 Capital Lease Obligations

0.7

0.5
%

0.8

0.6
%

 Gas Refund

—

—

1.2

0.9
%

 All Other

4.4

2.8
%

5.5

4.3
%

 Total Other Current Liabilities

$
17.5

$
16.1

 Total Current Liabilities

$
154.4

$
126.9

 Mr. Andrew D. Mew

 U.S. Securities and Exchange Commission

 October 23, 2012

 Page
 4

 Rule 5-02(20) of Regulation S-X addresses additional disclosures related to other
current liabilities and instructs the preparer to “state separately, in the balance sheet or in a note thereto, any item in excess of 5 percent of total current liabilities. Such items may include, but are not limited to, accrued payrolls,
accrued interest, taxes, indicating the current portion of deferred income taxes, and the current portion of long-term debt. Remaining items may be shown in one amount.” The above analysis shows that the items in Unitil’s Other Current
Liabilities did not exceed the 5% threshold in Rule 5-02(20). Therefore, the Registrant believes that it is in compliance with Rule 5-02(20) and no further disaggregation from the amounts reported for Other Current Liabilities in the Form 10-K is
required.

2.
We note your disclosure of Deferred Income Taxes on the Consolidated Balance Sheets is not included within either the Total Current Liabilities or Total Noncurrent
Liabilities subtotals. Please revise to present deferred income taxes in accordance with FASB ASC 740-10-45-4 including the balances within corresponding subtotals of the Consolidated Balance Sheets (e.g. within Total Current Liabilities or Total
Noncurrent Liabilities).

 Response #2:

The Registrant has reviewed FASB ASC 740-10-45-4 and agrees that presenting Deferred Income Taxes by including amounts under Total Current
Liabilities or Total Noncurrent Liabilities improves the presentation on the Company’s Consolidated Balance Sheet. As a result, approximately $9.0 million of the $46.3 million in Deferred Income Taxes at December 31, 2011 would be
presented as a line item within Total Current Liabilities because it relates to timing differences of current assets and liabilities and approximately $37.3 million would be presented as a line item within Total Noncurrent Liabilities. As a result,
the Registrant proposes to use this revised disclosure of Deferred Income Taxes in the Form 10-K to be filed for the period ending December 31, 2012 and in future filings. In those filings the Registrant will reclassify the previously reported
amounts to conform to the revised presentation, including the disclosure of Deferred Income Tax balances for December 31, 2011.

Consolidated Statements of Cash Flows, page 52

3.
We note the net presentation of Proceeds from (Repayment of) Short-Term Debt, net, Proceeds from Issuance (Repayment) of Long-Term Debt, net and Net Increase
(Decrease) in Gas Inventory Financing within the Financing Activities section of the Consolidated Statements of Cash Flows. Please explain how each of these line items meets the criteria for net presentation within the Consolidated Statements of
Cash Flows. See FASB ASC 230-10-45-7 through 230-10-45-9.

 Mr. Andrew D. Mew

 U.S. Securities and Exchange Commission

 October 23, 2012

 Page
 5

 Response #3:

The Registrant has reviewed FASB ASC 230-10-45-7 through 230-10-45-9 and notes the following in regards to the presentation of Proceeds
from (Repayment of) Short-Term Debt, net, Proceeds from Issuance (Repayment) of Long-Term Debt, net and Net Increase (Decrease) in Gas Inventory Financing within the Financing Activities section of the Consolidated Statements of Cash Flows:

 Proceeds from (Repayment of) Short-Term Debt, net: The activity occurring within Short-Term Debt for each reporting period
represents borrowings and repayments under a revolving credit facility, with borrowings and repayments occurring on a daily basis, generally in large amounts. FASB ASC 230-10-45-8 states that “For certain items, the turnover is quick, the
amounts are large, and the maturities are short. . . . Only the net changes during the period in assets and liabilities with those characteristics need be reported because knowledge of the gross cash receipts and payments related to them may not be
necessary to understand the entity’s operating, investing and financing activities.” Consistent with this section of FASB ASC 230-10-45, the Registrant believes that the presentation of net activity for Short-Term Debt is the most
meaningful presentation for the reader of the financial statements.

 Proceeds from Issuance (Repayment) of Long-Term Debt, net:
The Registrant has reviewed the criteria for net presentation and agrees that it should present Proceeds from Issuance of Long-Term Debt and Repayment of Long-Term Debt on separate lines on the Company’s Consolidated Statements of Cash Flows.
The Registrant proposes to use this revised disclosure of activity in Long-Term Debt in the Form 10-K to be filed for the period ending December 31, 2012 and in future filings. In those filings the Registrant will reclassify the previously
reported amounts to conform to the revised presentation.

 Net Increase (Decrease) in Gas Inventory Financing: Similar to
Short-Term Debt, the activity within Gas Inventory Financing occurs on a daily basis and, as noted above and consistent with FASB ASC 230-10-45-8, the Registrant believes that the presentation of net activity for Gas Inventory Financing is the most
meaningful presentation for the reader of the financial statements.

4.
We do not see disclosure regarding information about noncash investing and financing, such as the acquisition of assets by assuming directly related liabilities.
Please explain what consideration was given to these disclosure requirements, and if appropriate, revise to include such disclosures. See FASB ASC 230-10-50-3 through 230-10-50-6.

 Mr. Andrew D. Mew

 U.S. Securities and Exchange Commission

 October 23, 2012

 Page
 6

 Response #4:

FASB ASC 230-10-50-3 through FASB ASC 230-10-50-6, Noncash Investing and Financing Activities states, in part:

“Information about all investing and financing activities of an entity during a period that affect recognized assets or
liabilities but that do not result in cash receipts or cash payments in the period shall be disclosed.”

 In each
reporting period, the Registrant evaluates whether or not noncash investing and financing activities exist that require disclosure, either on the Statements of Cash Flows or in the Notes to the Consolidated Financial Statements. In performing this
evaluation, the Registrant considers such items as: conversions of debt to equity; acquisition of assets by assuming directly related liabilities, such as purchasing a building by incurring a mortgage to the seller; obtaining an asset by entering
into a capital lease; obtaining a building or investment asset by receiving a gift; and exchanging noncash assets or liabilities for other noncash assets or liabilities.

 Based on this evaluation, the Registrant concluded that none of these items existed for the periods reported in its Annual Report on Form 10-K for the year ended December 31, 2011.

Note 1: Summary of Significant Accounting Policies, page 54

5.
Please clarify for us whether you recover in rates the cost of removal of any of your regulated assets. If so, please explain how these costs are recorded in the
consolidated financial statements and how the method is in compliance with FASB ASC 980-410-25- 2. See also FASB ASC 410-20-50.

 Response #5:

 Cost of Removal for the Registrant’s regulated assets is
recovered in rates as part of depreciation. The costs are recorded in the consolidated financial statements under Operating Expenses in Depreciation and Amortization on the Consolidated Statements of Earnings, and Net Utility Plant on the
Consolidated Balance Sheets. The Company currently has no Asset Retirement Obligations (“ARO”); therefore the recognition and disclosure requirements for ARO under FASB ASC 410-20-50 or FASB ASC 980-410-25-2 are not applicable.

 Note 3: Long-Term Debt, Credit Arrangements, Leases and Guarantees, page 62

Credit Arrangements, page 65

6.
Please explain to us the terms of your asset management agreement transactions. A detailed example of an asset management agreement transaction, including the
relevant journal entries used to record the transactions throughout their entire cycle, would facilitate our review. Please include in your explanation how you are classifying the asset management agreement transactions on your consolidated
statements of earnings and cash flows. Further please indicate the nature of the amounts disclosed as outstanding related to the asset management agreements. Please be detailed in your response.

 Mr. Andrew D. Mew

 U.S. Securities and Exchange Commission

 October 23, 2012

 Page
 7

 Response #6:

In order to help fulfill its gas supply obligations, the Company’s natural gas distribution utility subsidiary, Northern Utilities,
Inc. (“Northern Utilities”), contracts for natural gas storage capacity from Washington 10 Storage Corporation (“Washington 10”). This storage capacity contract entitles Northern Utilities to store an inventory of up to 3,400,000
Dth of natural gas in Washington 10’s natural gas storage facility, located in Michigan. In order to transport and deliver this gas storage inventory from Washington 10 to Northern Utilities, Northern Utilities contracts for pipeline capacity
on several inter-state transmission pipelines, including Vector Pipeline L.P., TransCanada Pipelines Limited and Portland Natural Gas Transmission System.

 Rather than directly purchasing natural gas to be injected into Washington 10 and coordinating the withdrawal and transport of that gas with both Washington 10 and the associated transmission pipeline
companies, Northern Utilities transfers the contract rights of the Washington 10 storage capacity contract and the associated transmission pipeline capacity contracts to an asset manager. The asset manager is responsible for both the injection of
natural gas into Washington 10 and the coordination of the withdrawal of this inventory.

 The asset management agreement
provides for the injection of inventory to the Washington 10 storage account and the delivery of this inventory to a Northern Utilities’ designated receipt point. The price for natural gas injected into Washington 10 inventory i