SecProbe.io

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Mail Stop 0308

April 29, 2005

VIA U.S. MAIL AND FACSIMILE

Mr. Donald L. Correll
President and Chief Executive Officer
Pennichuck Corporation
25 Manchester Street
Merrimack, NH 03054

			Re:	Pennichuck Corporation
				Registration Statement on Form S-2
				File No. 333-123725
      Filed March 31, 2005

				Form 10-K for the Fiscal Year ended December
31,
2004
				File No.  0-18552
				Filed March 31, 2005

				Form 8-Ks
				File No. 0-18552
				Filed January 18, February 3, March 17, March
18,
and
				March 19, 2005, respectively

Dear Mr. Correll:

	We have reviewed your filings and have the following
comments.

	Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

      Form S-2
General
1. Please tell us if you are required to furnish audited financial
statements and pro-forma financial information for the recently
disclosed acquisitions of three water systems in January 2005.
Include in your consideration Rules 3-05(a) and 11-01(a)(1) of
Regulation S-X.   In your response tell us why the acquisitions
are
not reportable events under Item 1.01 of Form 8-K and confirm the
acquisitions are not completed as of the date your Form S-2 was
filed.  If completion has occurred, please tell us why you have
not
filed a reportable event under Item 2.01 of Form 8-K, if
applicable.

Prospectus Cover Page
2. Please expand your cross reference to your risk factors to
specifically identify your risk factor on the eminent domain
proceeding.
3. Please include a brief description of the rights attached to
each
common stock.

Prospectus Summary, page 1
4. We note in your first paragraph that you define certain terms
to
be used throughout the prospectus.  The meanings of these
parenthetical phrases are clear from their context and therefore
unnecessary.  Please delete these and any other parenthetical
phrases
from your prospectus that are unnecessary to an understanding of a
term.
5. We note your disclosure concerning your plans to raise $50.0
million of debt through the New Hampshire Bond Finance Authority.
Please supplementally advise us whether these will be municipal
securities, bonds guaranteed by the authority, or if neither, then
explain what method will be used to issue the bonds.

Risk Factors, page 6
6. The relatively large magnitude of future rate relief...page 7.
Please revise your risk factor subheading to present the risk in
more
concrete terms.
7. In general, descriptions of risks that describe circumstances
that
could apply equally to other businesses that are similarly
situated
are generic risks that should not be included in your risk factor
section.  Please either eliminate these generic risks, or revise
them
to state specific material risks to you in this offering.  For
example, we note that the following risk factors appear to contain
generic disclosures:
* If we are unable to pay the principal and interest on our
indebtedness...page 8.
* We are subject to federal, state and local regulations...page 9.
* Weather conditions and overuse may interfere with our source of
water...page 10.
Please note these are examples only.  Review your entire risk
factor
section and revise as necessary.
8. Our real estate development activities and investments through
Southwood...page 12.  Currently, it appears that you are including
more than one risk factor under this subheading.  If material,
each
risk should be broken out into a separate risk factor.
9. We note that in your Forward-Looking Statements disclosure on
page
15 and in your Critical Accounting Policies on page 24, you
discuss
the uncertainty of calculating future pension contribution.  As
such,
you should consider whether you should include this uncertainty as
a
risk factor.

Use of Proceeds, page 17
10. You indicate that the net proceeds may be used to finance
future
acquisitions.  Supplementally, tell us whether any such
acquisitions
are currently planned.  If so, advise us of what consideration you
gave to providing the disclosure required by Instruction 6 to Item
504 of Regulation S-K.  We may have further comments.
11. You also indicate that the net proceeds will be used to fund
utility capital additions.  Please expand your disclosure to
provide
a description of the additions and cost for each addition.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 21
Critical Accounting Policies, page 24
12. Please disclose the uncertainties involved in applying your
critical accounting policies for regulatory accounting, revenue
recognition, pension and postretirement benefits estimates and the
variability that is reasonably likely to result from their
application.  In doing so, provide an analysis, to the extent
material, of the factors you consider, how accurate your estimates
or
assumptions have been in the past and whether the estimates are
reasonably likely to change in the future.  Please disclose the
impact that a change in estimate of one percentage point would
have
on your income and financial position for the periods presented.
For
example, quantify and disclose the impact the recently revised
discount rate has in determining cost and pension obligation
amounts.
Please refer to SEC Release No. 33-8350.

Contractual Obligations, page 36
13. Please revise your disclosure to include the amount of
estimated
interest payments associated with long-term debt for the periods
presented and include in a footnote the assumptions used to
estimate
outstanding debt and variable interest rates.  Additionally,
include
commitments for capital expenditures and your acquisition
agreements
to the extent they are enforceable and legally binding as of your
balance sheet date, if applicable.  See Item 303 (a)(5)(ii) of
Regulation S-K and Section IV of SEC Release 33-8350.

Quantitative and Qualitative Disclosures about Market Risk, page
38
14. Please include on of the three disclosure alternatives and
provide the quantitative information for your interest rate swaps,
as
required in Item 305(a) of Regulation S-K.

Management, page 50
15. Please provide the business experience for the last five years
for each of your officers and directors.  We note that your
management disclosure does not provide specific dates for the last
five years of experience for Messrs. Paterson, Bellavance, Clough
and
Ms. Chicoine.  See Item 401 of Regulation S-K.
Description of Capital Stock, page 53
16. Please expand your description of your Shareholder Rights Plan
to
include language that indicates that shares issued subsequently of
April 20, 2000 will also have rights attached.
Underwriting, page 55
17. We note in your discussion on page 56 in the third complete
paragraph, you refer to the "selling group members."   Please
identify who the selling group members are and what role they play
in
this offering.

Incorporation of certain Documents by Reference, page 57
18. Please update your documents to be incorporated by reference
to
include your most recent 8-Ks filed on April 6 and 14, 2005.
19. Please include your Exchange Act file number for the documents
that you incorporate by reference.

Financial Statements and Supplementary Data, page F-2
Consolidated Statement of Cash Flows, page F-8
20. Please tell us where you characterize the following cash flow
amounts:
* Changes in postretirement health benefit obligation;
* Debt issuance costs paid and amortized; and
* Changes in allowance for funds used during construction.

Tell us you the basis for your current classifications and
presentations as either gross or net cash flows.  See SFAS No. 95.
21. We note that your cash flows from contribution in aid of
construction, deferred land costs and undistributed earnings in
equity affiliates are shown as investing activities.  Please tell
us
why you do not consider these to be operating activities in
consideration of paragraphs 19.c. and 131 of SFAS No. 95 and
paragraph 25 of SFAS No. 102.

Notes to Consolidated Financial Statements, page F-9
Note 1-Significant Accounting Policies, page F-9
(f) Property, plant and equipment, page F-10
22. Tell us if you have legal obligations associated with the
retirement of wells or other long-lived assets and the amount of
asset retirement obligations you recorded upon adoption of SFAS
No.
143.  Include how you establish the fair value for retirement
obligations or alternatively, why a reasonable estimate of fair
value
can not be made.  If you recorded any asset retirement
obligations,
please include the required disclosures in paragraph 22 of SFAS
No.
143.

(i) Revenues, page F-11
23. Please tell us the following:
* How you recognize revenue for your non-regulated water
management
service segment as it relates to contract operations, maintenance,
water testing and billing services and if you account for the
arrangements on a time and materials basis, a multiple element of
an
arrangement or alternative method of accounting;
* How you recognize revenue from your real estate operations other
than undistributed earnings from equity method joint ventures; and
if
you employ the percentage of completion method or alternative
method
of accounting.
Expand your revenue accounting policy to discuss the topics above,
as
applicable, and include the applicable accounting pronouncements.

Note 4 - Equity Investments in Unconsolidated Companies
24. Please tell us what consideration you have given to the
disclosure requirements of Regulation S-X Rule 4-08(g) regarding
your
unconsolidated investments in the LLCs.

Note 10-Guarantees, page F-29
25. We note that total assets and mortgage notes for your
unconsolidated investments in real estate are $9.9 million and
$9.0
million as of December 31, 2004. Tell us if the equity investment
at
risk for your real estate investments is sufficient to permit the
entities to finance their activities without additional
subordinated
financial support. If it is not, tell us the party will provide
financial support. In your response please include an analysis of
the
amounts of equity investment at risk, total assets and your
conclusion as to whether or not the equity investment at risk
exceeds
the entities expected losses for the foreseeable future and allows
the entities to finance their activities.  See paragraph 5 of FIN
No.
46(R).

Item16. Exhibits
26. Please file your underwriting agreement in a timely manner so
that we may have time to review it before you request that your
registration statement become effective.

Exhibit 5.1
27. Please revise counsel`s opinion to also address the legality
of
the Series A Junior Participating Preferred Stock attached to the
Common Stock.

      Form 10-K for the Fiscal Year ended December 31, 2004

Item 13. Certain Relationships and Related Transactions
(incorporated
from the Schedule 14A)
28. In future filings, please disclose whether the terms of these
transactions are as favorable to the registrant as could be
obtained
with unrelated third parties.

Exhibit 3.1 and 31.2
29. In future filings, please delete the title of the officer from
the top of each certification.  The top of the exhibit should
simply
state Certification and not state the officer`s title.

	*	*	*	*	*	*	*	*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

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

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Brian McAllister, Accountant at (202) 551-
3341
or in his absence, Mike Moran, Accounting Branch Chief at (202)
551-
3841 if you have questions regarding comments on the financial
statements and related matters.  Please contact Scott Anderegg,
Attorney at (202) 551-3342 or me at (202) 551-3720 with any other
questions.

      Sincerely,

      H. Christopher Owings
      Assistant Director

cc:	Michael K. Krebs, esq.
	Nutter McClennen & Fish LLP
	VIA FAX
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Mr. Donald L. Correll
April 29, 2005
Page 1

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