SecProbe.io

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Mail Stop 0308

      June 8, 2005

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

		Re:	Pennichuck Corporation
			Amendment One to Registration Statement on Form S-2
      Filed May 23, 2006
			and Documents Incorporated by Reference
      File No. 333-123725

Dear Mr. Correll:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Amendment One to Registration Statement on Form S-2

Prospectus Summary, page 1
1. We note the use of defined terms in the second sentence of your
introductory paragraph of the prospectus summary.  The meanings of
these parenthetical phrases are clear from their context and
therefore unnecessary.  Please delete these parenthetical phrases
from your prospectus.
Risk Factors, 8
2. We note your disclosure on page 59 concerning Bedford Eminent
Domain Action.  This appears to be a material negative development
and a disclosure should be added to your risk factors.

Financial Statement and Supplementary Data, page F-2
Consolidated Statement of Cash Flows, page F-8
3. We note your response to prior comment 20 in our letter dated
April 29, 2005.  It is a requirement of generally accepted
accounting
principles prior-year amounts shown for comparative purposes be
comparable with those amounts shown for the most recent period or
that exceptions to comparability be clearly emphasized.  See
paragraph 3, Chapter 2 of ARB No. 43.   We would expect to see
errors
corrected in Form 10-Q for the three month period ended March 31,
2005, presented on a comparative basis in the annual consolidated
financial statements as of December 31, 2004 and 2003 and
accompanied
by disclosure of the individual amounts, subtotals and totals as
formerly reported and as corrected for all periods presented in
Form
S-2.  Please advise or revise your Form 10-K as of December 31,
2004
and 2003 to present your consolidated financial statements and
related disclosures to present misclassified cash receipts and
payments in the appropriate categories in accordance with GAAP and
as
reflected in the interim unaudited financial statements in your
registration statement.
If after further consideration you believe these errors do not
materially affect the consolidated financial statements and
related
disclosures, please provide an analysis in columnar format
illustrating the cash flow statement as formerly reported,
reclassification of individual amounts in absolute values and
percentage terms and the revised presentation after
reclassifications
to demonstrate that these errors do not qualitatively or
quantitatively misstate, either separately or in the aggregate,
your
operating, investing and financing cash flow activities as of
December 31, 2004 and 2003.   Please include in the analysis all
of
the items reclassified in your statement of cash flows including,
but
not limited to, changes in postretirement health benefit
obligations,
debt issuance costs, deferred land costs, earnings in equity
affiliates, and the allowance for funds used during construction
("AFUDC").  Please note that SFAS No. 95 does not specifically
address AFUDC.  Present AFUDC in accordance with FERC which
addresses
AFUDC equity as a deduction from both net income and gross
additions
to plant (i.e. as a non-cash item).  AFUDC debt is treated as a
cash
item consistent with SFAS No. 95 treatment of capitalized interest
and is not deducted from net income.
4. We note your response to prior comment 21 in our letter dated
April 29, 2005 and believe your classification of deferred land
costs
is inconsistent with GAAP.  While cash receipts and payments for
productive assets are generally investing activities, we view your
deferred land costs to be analogous to inventory.  Operating cash
flow activities generally involve producing and delivering goods,
providing services and generally enter into the determination of
net
income.  Paragraph 15 of SFAS No. 95 states "property, plant and
equipment and other productive assets, that is, assets held or
used
in the production of goods or services by the enterprise (other
than
materials that are part of the enterprise`s inventory)" shall be
classified as an investing activity.  Your disclosure states
Pennichuck Corporation is principally engaged in the gathering and
distribution of drinking water and Southwood Corporation is
engaged
in real estate management and development activities. You also
disclose Southwood landholdings and land improvements are stated
at
the lower of cost or market which is the primary basis for
inventory
pricing while productive or fixed assets are generally valued at
historical cost in accordance with GAAP.
Please advise or revise your cash flow statement to reflect cash
receipts and payments for deferred land costs as operating
activities
in accordance with GAAP.  Be sure to include the reclassification
for
deferred land costs in your aggregate analysis of errors not
recorded
in the cash flow statement as of December 31, 2004 and 2003, as
requested in our previous comment.

Note 10 - Guarantees, page F-29
5. We note your response to prior comment 25 in our letter dated
April 29, 2005.  It appears H.J. Stabile and Son Inc. is a related
party due to its 50% interest in each of the HECOP entities and
the
office leases executed between HECOP, Pennichuck Water Works Inc.
and
H.J. Stabile and Son Inc.  See paragraph 24.f. of SFAS No. 57.
Fin
No. 46(R) requires you to treat variable interests in the same
entities held by related parties as your own interest.  In your
consideration of identifying a primary beneficiary, please tell us
if
you aggregated variable interests held by Southwood and H.J.
Stabile
and Son Inc. as your own interest and how you determined the party
within the related party group most closely associated with the
variable interest entities. See paragraphs 16 and 17 of FIN No.
46(R). Include in your consideration that you share in 50% of
earnings, why you believe your exposure to losses is less than and
will not exceed 50% and the potential impact of your guarantee
obligation to satisfy 50% of outstanding mortgage notes in the
event
the underlying secured real property does not satisfy your
obligation.

Form 10-Q for the Fiscal Quarter Ended March 31, 2005

Item 4. Controls and Procedures, page 31
6. Please discuss whether the correction of errors to the cash
flow
statements in your Form 10-Q was the result of a weakness in your
controls and procedures, and if so, whether you changed your
controls
and procedures as a result of the correction of errors.  See SEC
Release No. 33-8238.

*****

      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 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 filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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.

      We will consider a written request for acceleration of the
effective date of the registration statement as 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, Staff 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,
Staff
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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Donald L. Correll
Pennichuck Corporation
June 8, 2005
Page 1

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