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CORRESP
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 CORRESP

 VIA EDGAR 
 March 20, 2025 Via EDGAR
 United States Securities and Exchange Commission Division of
Corporation Finance 100 F Street, N.E. Washington, D.C.
20549

 Attention:

 Robert Babula

 Office of Energy & Transportation

 Mark Wojciechowski

 Office of Energy & Transportation

 Re:
 Unitil Corporation
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed February 10, 2025
 File No. 001-08858
 Ladies and Gentlemen: Set forth below are the
responses of Unitil Corporation (the “ Registrant ”, “ Unitil ” or the “ Company ”) to the letter dated February 27, 2025 (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 year ended December 31, 2024 (the “ Form 10-K ”), which was filed with the Commission on February 10, 2025.
 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 the Year Ended December 31, 2024
 Financial Statements Note 5 - Equity, page
61

 1.
 We note that you report using a weighted-average number of common shares to calculate basic EPS of
16,098,000, although you report 16,116,724 outstanding common shares at the beginning of the period and 16,192,345 at the end of the period, with no intervening decreases in the number of outstanding common shares.
 We also understand that outstanding awards under your Stock Plan include time restricted shares and performance restricted shares that
entitle holders to dividends in advance of vesting, and restricted stock units that entitle holders to dividend equivalents to be paid upon separation from service.

 T 603.772.0775 www.unitil.com

 6 Liberty Lane West
 Hampton, NH 03842

 Please explain to us how these
instruments were considered in your calculations of the weighted average number of outstanding shares and EPS measures, to include details of your assessment and application of guidance pertaining to the
 two-class method in FASB ASC 260-10-45-59A through
 45-68B for participating securities. Please submit the underlying calculations along with
your reply, including explanations where necessary to reconcile with the activity in vested and unvested shares related to your Stock Plan at the end of each period covered by your report.
 Please include any disclosure revisions that you propose to clarify your views on these matters and handling of these instruments in your
EPS calculations. Response #1:
 The Company’s reported weighted-average number of shares at December 31, 2024 was 16,098,000, which was 18 thousand shares lower
than the outstanding shares at the beginning of 2024 and 94 thousand shares lower than the outstanding shares at the end of 2024. Outstanding common shares were higher than the weighted-average number of shares used in the computation of basic
EPS as the total vested and unvested shares granted under the Company’s restricted stock awards are included in the outstanding common share amounts as of the beginning and end of 2024, but the unvested shares were not included in the
weighted-average number of shares used in the computation of basic EPS until they vest. The Company has reviewed the accounting guidance
for participating securities as well as the treatment of certain unvested shares for retirement eligible employees and determined that 1) unvested Time Vesting restricted stock for retirement eligible employees should have been included in the
weighted average share amount for the computation of basic earnings per share and 2) certain restricted stock units and unvested restricted stock meet the definition of participating securities.
 Unvested Time Vesting Shares (retirement eligible)
 The Company determined that it did not correctly apply the accounting guidance related to the inclusion in basic weighted average shares
outstanding for unvested time restricted shares for employees who are retirement-eligible. The Company grants time restricted (TV) shares to certain employees which vest fully over a four-year period at a rate of 25% per year. Historically, the
Company has included the TV shares in the computation of basic EPS only as they vest. However, per FASB ASC 260-10-45-48, when an
employee reaches retirement eligibility and no longer has to provide future employment to retain the shares, those shares should be included in the computation of basic EPS. The Company has concluded that the omission of these shares in the
computation of basic EPS has not resulted in a material misstatement and proposes to include these shares in the computation of basic EPS in future filings, beginning with its Quarterly Report on Form 10-Q for
the quarter-ended March 31, 2025. Refer to Materiality section below. Participating Securities
 In the Company’s assessment of the guidance pertaining to participating securities and the
 two-class method in FASB ASC 260-10-45-59A through
 45-68B for participating securities, the Company concluded that historically it has not correctly applied the accounting guidance for computing EPS using the two-class
method.

 T 603.772.0775 www.unitil.com

 6 Liberty Lane West
 Hampton, NH 03842

 In evaluating the dividend rights
afforded to participants under our equity compensation plans, the Company has reviewed the guidance in ASC 260, noting that the two-class method is an earnings allocation formula that treats a participating
security as having rights to earnings that otherwise would have been available to common shareholders (ASC 260-10-45-60). This
guidance applies to securities which participate in undistributed earnings with common stock, whether or not that participation is conditioned upon the occurrence of a specified event. These participating securities must be entitled to these rights
in their current form (i.e. prior to exercise, settlement, conversion, or vesting). The reporting entity is required to allocate any undistributed earnings between the common stockholders and the participating security holders based on their
respective rights to receive dividends, as if all undistributed earnings for the period were distributed. We have evaluated this guidance with respect to each of our equity compensation awards as follows:
 Restricted Stock Units (RSUs):
 The Company has reviewed the Restricted Stock Units agreements (Exhibit 10.14 (3) in the list of exhibits in the Company’s 2024 Form 10-K) noting the following:

 •

 Restricted Stock Units (RSU) – Section 3 “Vesting. The Restricted Stock Units will be 100% vested
at grant.” RSUs granted to the Company’s directors are fully vested when granted and are settled upon a
director’s departure as follows: (1) 70% of the RSUs in shares of our common stock and (2) 30% of the RSUs in a cash amount equal to the fair market value of our common stock, as described within Note 5. For the RSUs settled in shares of our
common stock, these instruments are considered outstanding common stock and currently included in the computation of basic and diluted EPS. For the RSUs settled in cash, these instruments are considered participating securities as the cash-settled
RSUs are entitled to receive dividend equivalents if any regular cash dividends are paid, which equates to a non-forfeitable right to dividends for the holders of cash-settled RSUs and, therefore, cash-settled
RSUs should be considered participating securities as defined in FASB ASC 260-10-20.
 Restricted Stock Agreements – Time Vesting and Performance Vesting
 The Company has reviewed the Restricted Stock Agreements (Time Vesting and Performance Vesting) noting the following terms:

 •

 Time Vesting (TV) – Section 5, “Any cash dividends paid on any Time Restricted Shares during the
Period of Restriction shall not be contingent upon vesting of the Time Restricted Shares to which they relate.” (Exhibit 10.25 (3) in the list of exhibits in the Company 2024 From 10-K)

 •

 Performance Vesting (PV) – Section 8(a), “Any cash dividends paid on any Performance Restricted
Shares during the Period of Restriction shall not be contingent upon vesting of the Performance Restricted Shares to which they relate.” (Exhibit 10.26 (3) in the list of exhibits in the Company’s 2024 Form
 10-K) TV restricted stock fully vests over a period of four years at a rate of
25% each year while PV restricted stock cliff vests after a performance period of three years based on actual results compared to certain performance metrics. As TV and PV restricted shares vest, they are included in the denominator of basic EPS.

 T 603.772.0775 www.unitil.com

 6 Liberty Lane West
 Hampton, NH 03842

 The TV and PV restricted stock
agreements do not contain terms or conditions that would allow the Company to recover any dividends paid on restricted shares that do not ultimately vest. Accordingly, the Company has determined that a
 non-forfeitable right to dividends currently exists for the holders of restricted stock awards and the unvested TV and PV restricted stock should be considered participating securities.
 Given the determination above related to cash-settled RSUs, TV and PV restricted stock the Company should have allocated a portion of net
income to the participating securities when calculating EPS for the periods presented in the 2024 Form 10-K and Form 10-Qs in accordance with FASB ASC 260-10-45-59A through 45-68B when computing basic EPS for quarterly and annual periods
presented. The Company has concluded that the non-application of the two-class method has not resulted in a material misstatement and proposes to apply the two-class method in future filings, beginning with its Quarterly Report on Form 10-Q for the quarter-ended March 31, 2025. Refer to Materiality section below
 Materiality The
Commission’s Staff Accounting Bulletin (“SAB”) No. 99, Materiality (“SAB 99”), indicates that the use of a percentage as a numerical threshold to evaluate materiality, such as 5%, may provide the basis for a preliminary
assessment that – without considering all relevant circumstances – a deviation of less than the specified percentage with respect to a particular item on the registrant’s financial statements is unlikely to be material. SAB 99
indicates that the Commission’s Staff has no objection to such a “rule of thumb” as an initial step in assessing materiality. SAB 99, however, goes on to say that quantifying, in percentage terms, the magnitude of a misstatement is
only the beginning of an analysis of materiality; it cannot appropriately be used as a substitute for a full analysis of all relevant considerations. SAB 99 also indicates that the formulation of materiality in the accounting literature is in
substance identical to the formulation used by the courts in interpreting the federal securities laws. The U.S. Supreme Court has held that a fact is material if there is “a substantial likelihood that the…fact would have been viewed by
the reasonable investor as having significantly altered the “total mix” of information made available 1 .”
 SAB 99 states that an assessment of materiality requires that one view the facts in the context of the “surrounding circumstances,”
as the accounting literature puts it, or the “total mix” of information. While the “total mix” includes the size in numerical or percentage terms of misstatement, it also includes the factual context in which the user of
financial statements would view the financial statement item. SAB 99 also states that materiality concerns the significance of an item to users of a registrant’s financial statements. Specifically, the Commission’s Staff’s
interpretive response says that “A matter is ‘material’ if there is a substantial likelihood that a reasonable person would consider it important.” In its Statement of Financial Accounting Concepts No. 2, the FASB stated the
essence of the concept of materiality as follows: The omission or misstatement of an item in a financial report is material if, in the light of surrounding circumstances, the magnitude of the item is such that it is probable that the judgment of a
reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item.

 1
 TSC Industries, Inc. v. Northway, Inc., 426 U.S. 438, 449 (1976)

 T 603.772.0775 www.unitil.com

 6 Liberty Lane West
 Hampton, NH 03842

 The SAB 99 analysis herein seeks to
apply these criteria. As such, the quantitative and qualitative conclusions were considered both individually and in the aggregate by management in determining whether or not the items at issue were material to the consolidated financial statements
of the Company. The Commission’s SAB 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in
Current Year Financial Statements, notes that (i) a materiality evaluation must be based on all relevant quantitative and qualitative factors; (ii) such analyses generally begin with quantifying potential misstatements to be evaluated; and
(iii) there has been diversity in practice with respect to this initial step of a materiality analysis. SAB 108 addresses certain of the quantitative issues discussed in SAB 99, but does not alter the analysis required by SAB 99.
 To evaluate the materiality of the errors in calculating the reported basic and diluted EPS from continuing operations for the applicable
historical periods, management considered the guidance in ASC 250-10-45 and ASC
 250-10-S99, which incorporates the guidance in Staff Accounting Bulletin (SAB) No. 99 “Materiality” and SAB No. 108 (SAB Topic 1N: Quantifying
Misstatements in Financial Statements). In accordance with this guidance, we conducted a detailed quantitative and qualitative assessment of materiality.
 The effect of the errors in calculating basic and diluted EPS from continuing operations for the annual and interim periods of 2024, 2023, and
2022 is quantitatively immaterial; the quantitative details are included in Table 1. The EPS adjusted differences range from $0.00 to $0.02 or 0.0% to 1.1% of reported EPS for all reporting periods in 2024, 2023 and 2022. From a quantitative
standpoint, when taken as a whole, the magnitude of the errors upon basic and diluted EPS is therefore immaterial. In contemplation of the
guidance set forth in SAB 99, management also considered qualitative factors, including the following:

 •

 The Company’s assessment of the accounting guidance for participating securities as well as the treatment of
certain unvested shares for retirement eligible employees identified errors in the Company’s earnings per share calculations as reported in the Company’s Form 10-K for the year ended
December 31, 2024. Each of these errors is individually immaterial and the errors, which are cumulative and not offsetting, are immaterial in the aggregate. Therefore, the quantitative and qualitative materiality assessment considers the errors
in aggregate.

 •

 The errors do not mask a change in earnings or other trends and does not change a loss into income or vice versa.
The errors do not affect any revenues, expenses, segment profit, earnings or other financial statement trends.

 •

 The use of the two-class method versus the treasury stock method does not
result in any change or modification to the Consolidated Balance Sheets, non-EPS related Consolidated Statements of Earnings, Consolidated Statements of Cash Flows or Consolidated Statements of Changes in
Common Stock Equity for any reporting period.

 T 603.772.0775 www.unitil.com

 6 Liberty Lane West
 Hampton, NH 03842

 •

 The errors do not materially affect management’s compensation. As described in the Company’s proxy
statement, EPS is one of the metrics used in determining annual incentive payments. The goals for the EPS metric are set as a target based on the approved current year EPS budg