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Correspondence

 VIA EDGAR

 January 15, 2013

 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 January 10, 2013 (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

 Note 1: Summary of
Significant Accounting Policies, page 54

1.
We note your response to comment 1 in our letter dated December 11, 2012. It is our understanding that you are collecting through rates removal and other asset retirement
costs that are expected to be incurred in the future. Additionally, you state these costs are not associated with an asset retirement obligation within the scope of ASC 410-20. We believe these removal and other asset retirement costs that you have
charged in rates represent regulatory liabilities under ASC 980. Please amend your filing by reclassifying these expected future removal and asset retirement costs previously recorded as an element of accumulated depreciation to a regulatory
liability.

 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

 January 15, 2013

 Page
 2

 Response
#1:

 The Registrant proposes to reclassify the expected future removal and asset retirement costs from “Accumulated
Depreciation” to “Cost of Removal Obligations” on the Company’s Consolidated Balance Sheets 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.

2.
Note 3: Long-Term Debt, Credit Arrangements, Leases and Guarantees, page 62 Credit Arrangements, page 65

2.
We note your responses to comments 2 and 3 in our letter dated December 11, 2012. In order to better assist us in understanding your accounting for the asset management
agreement, please provide us with the related asset management agreement contract.

 Response #2:

Please see attached Exhibits A and B.

 Exhibit A is the “Base Contract for Sale and Purchase of Natural Gas” (“Base Contract”) between Unitil Corporation’s natural gas distribution utility, Northern Utilities, Inc.
(“Northern Utilities”) and Coenergy Trading Company, which later merged with DTE Energy Trading, Inc. (“DTE”) with the surviving entity being known as DTE. The Base Contract is an enabling agreement that sets forth
the general terms under which the parties would implement physical gas transactions with one another. The Base Contract itself does not constitute a transaction, but provides the governing terms and conditions for transactions that are not otherwise
specified in a “Transaction Confirmation.”

 Exhibit B is the asset management agreement, which is in the form of a
“Transaction Confirmation” between Northern Utilities and DTE.

 Please note that certain sections of the attached Exhibits A
and B have been redacted for reasons of business confidentiality, and the Company has requested confidential treatment for such portions pursuant to Commission Rule 83 (17 C.F.R. § 200.83) under the Freedom of Information Act under separate
cover.

 In addition, the Registrant acknowledges that:

•

 the Registrant is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
Registrant’s filings; and

•

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

 Mr. Andrew D. Mew

 U.S. Securities and Exchange Commission

 January 15, 2013

 Page
 3

 If you have
any questions regarding these responses or require further information or clarification, please direct them to Mark H. Collin, Senior Vice President, Chief Financial Officer & Treasurer, at (603) 773-6612, or Laurence M. Brock,
Controller & Chief Accounting Officer, at (603) 773-6510.

Very truly yours,

Very truly yours,

/s/ Mark H. Collin

/s/ Laurence M. Brock

Mark H. Collin

Laurence M. Brock

Senior Vice President,

Controller & Chief Accounting Officer

Chief Financial Officer &

Treasurer

 Unitil
Corporation

 Confidential Treatment Requested by Unitil Corporation

Exhibit A

 DTE Energy

 DTE Energy Trading, Inc.

July 7, 2005

 Notice of Merger

 Effective August 1, 2005, DTE
Energy Trading, Inc. (DTEET) and CoEnergy Trading Company (CTC) will complete an internal reorganization that results in the merger of both companies. The surviving entity will be known as DTE Energy Trading, Inc.

DTEET and CTC are both wholly owned subsidiaries of their ultimate parent company, DTE Energy Company. Any guaranty
obligations provided by DTE Energy Company on behalf of DTEET or CTC remain legally valid and binding obligations of DTE Energy Company, and are unaffected by the merger. Therefore, this internal reorganization will have no effect on the credit
support provided by, or the credit ratings of, DTE Energy Company.

 Please be advised that all future check
payments made on or after August 1, 2005 should be made payable to DTE Energy Trading, Inc. and mailed to the following address:

 DTE Energy Trading, Inc.

 Attn: Accounts Payable

 414 S. Main St., Suite 200

 Ann Arbor, MI 48104

 To the extent that your
company has duplicative contracts for the same commodity with both DTEET and CTC, any active deals will continue to be governed by the contract under which the deal was consummated. We will contact you soon regarding the possible termination of any
obsolete or redundant contracts. Similarly, to the extent that you have multiple guarantees from DTE Energy Company to cover separate contracts with DTEET and CTC, our Credit Department will contact you to discuss the possible consolidation of such
guarantees. In the meantime, all such guarantees remain legally valid and binding.

 DTE Energy Trading, Inc.
looks forward to continuing our business relationship. We are excited about the opportunity to realize the synergies and combined strength of DTEET and CTC.

 Please direct any questions to the appropriate person on the attached data sheet.

 Steven C. Mabry

 President

DTE Energy Trading, Inc.

 10K-001

 Unitil
Corporation

 Confidential Treatment Requested by Unitil Corporation

Exhibit A

 Base Contract for Sale and Purchase of Natural Gas

This Base Contract is entered into as of the following date: August 1, 2004. The parties to this Base Contract are the
following:

 Northern Utilities, Inc. (“NiSource LDC”) and CoEnergy Trading Company
(“CoEnergy”)

 300 Friberg Parkway, Westborough, MA 01581-5039 414 South Main Street, Suite 200, Ann
Arbor, Ml 48104

 Duns Number: 049-286-305 Duns Number: 80-670-8806

Contract Number: Contract Number:

 U.S. Federal Tax ID Number: 04-2687009 U.S. Federal Tax ID Number: 38-2977-093

 Notices:

 1500 165th Street – GOC, Hammond,
IN 46324 414 South Main Street, Suite 200, Ann Arbor, Ml 48104

 Attn: Manager, Scheduling and Accounting Attn:
Contract Administration

 Phone: (219) 853-4320 Fax: (219) 853-4330 Phone: (734) 887-4039 Fax: (734) 887-4061

 Confirmations:

 1500 165th Street – GOC, Hammond, IN 46324 414 South Main Street, Suite 200, Ann Arbor, Ml 48104

 Attn: Manager, Scheduling and Accounting Attn: Deal Assistant

 Phone: (219) 853-4320 Fax: (219) 853-4330 Phone: (734) 887-4035 Fax: (734) 887-4062

 Invoices and Payments:

 1500 165th Street –
GOC, Hammond, IN 46324 414 South Main Street, Suite 200, Ann Arbor, Ml 48104

 Attn: Manager, Scheduling and
Accounting Attn: Accounts Payable

 Phone: (219) 853-4320 Fax: (219) 853-4330 Phone: (734) 887-4009 Fax: (734)
887-4063

 Rule 83 confidential treatment request made by Unitil Corporation; request Number 1

Wire Transfer or ACH Numbers (if applicable):

 BANK: BANK:

 ABA: ABA:

ACCT: ACCT:

 Other Details: Northern Utilities, Inc. Other Details:

 This Base Contract incorporates by reference for all purposes the General Terms and Conditions for Sale and Purchase of Natural Gas published by the North American Energy Standards Board.
The parties hereby agree to the following provisions offered in said General Terms and Conditions. In the event the parties fail to check a box, the specified default provision shall apply. Select only one box from each section:

Section 1.2 Transaction Procedure

 Oral (default) Written

 Section 7.2 Payment Date

 25th Day of Month following Month of delivery (default)

Day of Month following Month of delivery

 Section 2.5 Confirm Deadline

 2 Business Days
after receipt (default)

 Business Days after receipt

Section 7.2 Method of Payment

 Wire transfer (default) Payment by CoEnergy Automated Clearinghouse Credit (ACH) Payment by NiSource LDC Check

 Section 2.6 Confirming Party

 Seller (default)
Buyer

 Section 7.7 Netting

 Netting applies (default) Netting does not apply

Section 3.2 Performance Obligation

 Cover Standard (default) Spot Price Standard

Note: The following Spot Price Publication applies to both of the immediately preceding.

Section 2.26 Spot Price Publication

 Gas Daily Midpoint (default)

 Section 10.3.1 Early
Termination Damages

 Early Termination Damages Apply (default)

Early Termination Damages Do Not Apply

 Section 10.3.2 Other Agreement Setoffs

 Other
Agreement Setoffs Apply (default)

 Other Agreement Setoffs Do Not Apply

Section 14.5 Choice Of Law

 Section 6 Taxes

 Buyer Pays At and After Delivery
Point (default)

 Seller Pays Before and At Delivery Point

Section 14.10 Confidentiality

 Confidentiality applies (default)

 Confidentiality
does not apply

 Special Provisions Number of sheets attached: three Addendum(s):

IN WITNESS WHEREOF, the parties hereto have executed this Base Contract in duplicate.

NORTHERN UTILITIES, INC. COENERGY TRADING COMPANY

 By By

 Name: Daniel D. Gavito Name: Steven C.
Mabry

 Title: Vice President, Energy Supply Services Title: Vice President

LEGAL

 Copyright © 2002 North American Energy Standards Board, Inc. NAESB Standard 6.3.1

 All Rights Reserved April 19, 2002

 10K-002

 Unitil
Corporation

 Confidential Treatment Requested by Unitil Corporation

Exhibit A

 General Terms and Conditions Base Contract for Sale and Purchase of Natural Gas

 SECTION 1. PURPOSE AND PROCEDURES

 1.1. These
General Terms and Conditions are intended to facilitate purchase and sale transactions of Gas on a Firm or Interruptible basis. “Buyer” refers to the party receiving Gas and “Seller” refers to the party delivering Gas. The entire
agreement between the parties shall be the Contract as defined in Section 2.7.

 The parties have selected
either the “Oral Transaction Procedure” or the “Written Transaction Procedure” as indicated on the Base Contract.

 Oral Transaction Procedure:

 1.2. The parties will
use the following Transaction Confirmation procedure. Any Gas purchase and sale transaction may be effectuated in an EDI transmission or telephone conversation with the offer and acceptance constituting the agreement of the parties. The parties
shall be legally bound from the time they so agree to transaction terms and may each rely thereon. Any such transaction shall be considered a “writing” and to have been “signed”. Notwithstanding the foregoing sentence, the
parties agree that Confirming Party shall, and the other party may, confirm a telephonic transaction by sending the other party a Transaction Confirmation by facsimile, EDI or mutually agreeable electronic means within three Business Days of a
transaction covered by this Section 1.2 (Oral Transaction Procedure) provided that the failure to send a Transaction Confirmation shall not invalidate the oral agreement of the parties. Confirming Party adopts its confirming letterhead, or the like,
as its signature on any Transaction Confirmation as the identification and authentication of Confirming Party. If the Transaction Confirmation contains any provisions other than those relating to the commercial terms of the transaction (i.e., price,
quantity, performance obligation, delivery point, period of delivery and/or transportation conditions), which modify or supplement the Base Contract or General Terms and Conditions of this Contract (e.g., arbitration or additional representations
and warranties), such provisions shall not be deemed to be accepted pursuant to Section 1.3 but must be expressly agreed to by both parties; provided that the foregoing shall not invalidate any transaction agreed to by the parties.

Written Transaction Procedure:

 1.2. The parties will use the following Transaction Confirmation procedure. Should the parties come to an agreement regarding a Gas purchase and sale transaction for a particular Delivery
Period, the Confirming Party shall, and the other party may, record that agreement on a Transaction Confirmation and communicate such Transaction Confirmation by facsimile, EDI or mutually agreeable electronic means, to the other party by the close
of the Business Day following the date of agreement. The parties acknowledge that their agreement will not be binding until the exchange of nonconflicting Transaction Confirmations or the passage of the Confirm Deadline without objection from the
receiving party, as provided in Section 1.3.

 1.3. If a sending party’s Transaction Confirmation is
materially different from the receiving party’s understanding of the agreement referred to in Section 1.2, such receiving party shall notify the sending party via facsimile, EDI or mutually agreeable electronic means by the Confirm Deadline,
unless such receiving party has previously sent a Transaction Confirmation to the sending party. The failure of the receiving party to so notify the sending party in writing by the Confirm Deadline constitutes the receiving party’s agreement to
the terms of the transaction described in the sending party’s Transaction Confirmation. If there are any material differences between timely sent Transaction Confirmations governing the same transaction, then neither Transaction Confirmation
shall be binding until or unless such differences are resolved including the use of any evidence that clearly resolves the differences in the Transaction Confirmations. In the event of a conflict among the terms of (i) a binding Transaction
Confirmation pursuant to Section 1.2, (ii) the oral agreement of the parties which may be evidenced by a recorded conversation, where the parties have selected the Oral Transaction Procedure of the Base Contract, (iii) the Base Contract, and (iv)
these General Terms and Conditions, the terms of the documents shall govern in the priority listed in this sentence.

 1.4. The parties agree that each party may electronically record all telephone conversations with respect to this Contract between their respective employees, without any special or
further notice to the other party. Each party shall obtain any necessary consent of its agents and employees to such recording. Where the parties have selected the Oral Transaction Procedur