SecProbe.io

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 April 16, 2025

Daniel Hurstak
Chief Financial Officer
Unitil Corporation
6 Liberty Lane West
Hampton, New Hampshire 03842-1720

 Re: Unitil Corporation
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed February 10, 2025
 File No. 001-08858
Dear Daniel Hurstak:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 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

CORRESP
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 CORRESP

 VIA EDGAR 
 March 11, 2025 United States Securities and Exchange
Commission Division of Corporation Finance 100 F Street,
N.E. Washington, D.C. 20549

 Attention:

 Robert Babula

 Mark Wojciechowski

 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: Reference is made to the letter dated
February 27, 2025 (the “Comment Letter”) from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) concerning the Annual Report on Form
 10-K for the year ended December 31, 2024 of Unitil Corporation (“Unitil”), which was filed with the Commission on February 10, 2025.
 On March 11, 2025, Robert Babula and Thomas Redekopp spoke by telephone. On behalf of Unitil, Mr. Redekopp requested an extension until
March 26, 2025 for Unitil to respond to the Comment Letter. Mr. Babula agreed to the extension and requested that Unitil send this letter to the Commission to memorialize the extension.
 If you have any questions or require further information or clarification, please direct them to Daniel Hurstak, Senior Vice President, Chief Financial
Officer and Treasurer of Unitil, at (603) 772-0775.

 Very truly yours,

 /s/ Daniel J. Hurstak

 Daniel J. Hurstak

 Senior Vice President, Chief Financial Officer and Treasurer

 T 603.772.0775

 6 Liberty Lane West

 www.unitil.com

 Hampton, NH 03842

February 27, 2025
Daniel Hurstak
Chief Financial Officer
Unitil Corporation
6 Liberty Lane West
Hampton, New Hampshire 03842-1720
Re:Unitil Corporation
Form 10-K for the Fiscal Year ended December 31, 2024
Filed February 10, 2025
File No. 001-08858
Dear Daniel Hurstak:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2024
Financial Statements
Note 5 - Equity, page 61
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.

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.1.

February 27, 2025
Page 2

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.

2.We note that you have limited information about share activity both in the statement
on page 44 and among the disclosures in Note 5.  Please revise your statement or
expand your disclosures to identify all of the changes in the number of outstanding
common shares for each period to comply with FASB ASC 505-10-50-2.

With regard to your disclosure stating that you maintain a stock-based compensation
plan, please clarify whether you are referring to a plan that is incremental to the three
components of the Stock Plan, and address the requirements in FASB ASC 718-10-
50-1 through 50-2A with respect to any additional plan.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Robert Babula at 202-551-3339 or Mark Wojciechowski at 202-551-
3759 if you have questions regarding comments on the financial statements and related
matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

April 1, 2020
Lawrence M. Brock
Senior Vice President, Chief Financial Officer and Treasurer
UNITIL CORP
6 Liberty Lane West
Hampton, New Hampshire 03842-1720
Re:UNITIL CORP
Form 10-K for the Year Ended December 31, 2019
10-K filed January 30, 2020
File No. 001-08858
Dear Mr. Brock:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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CORRESP

 VIA EDGAR

March 23, 2020

 Via EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Attention:

Robert Babula

 Senior Staff Accountant

 Office of
Energy & Transportation

 Yong Kim

 Staff
Accountant

 Office of Energy & Transportation

Re:
 Unitil Corporation

Form 10-K for the Year Ended December 31, 2019

10-K Filed January 30, 2020

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 March 10, 2020 (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, 2019 (the “Form 10-K”), which was filed with the Commission on January 30, 2020.

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, 2019

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

 Gas Sales, Revenues
and Margin

 Gas Operating Revenues and Sales Margin, page 30

 T 603.772.0775 www.unitil.com

 6 Liberty Lane West

Hampton, NH 03842

1.
 We note your presentation of the non-GAAP measures Gas Sales Margin
and Electric Sales Margin. Please present reconciliations for these non-GAAP measures in accordance with Item 10(e)(1)(i)(B) of Regulation S-K. In doing so, reconcile
these measures to the most directly comparable GAAP measure of gross margin. If you do not believe gross margin that includes depreciation and amortization is the most directly comparable GAAP measure, please tell us why in your response.

 Response #1:

We acknowledge the Staff’s comment. In accordance with Item 10(e)(1)(i)(B) of Regulation S-K, in
its future filings, the Company will present a reconciliation of Gas and Electric Adjusted Gross Margin to GAAP Gross Margin, which we believe to the be most comparable GAAP measure and the Registrant proposes to include the following disclosure in
its future filings (updated to reflect the relevant periods):

 “The Company analyzes operating results using Gas and Electric
Adjusted Gross Margins, which are non-GAAP measures. Gas Adjusted Gross Margin is calculated as Total Gas Operating Revenue less Cost of Gas Sales. Electric Adjusted Gross Margin is calculated as Total
Electric Operating Revenues less Cost of Electric Sales. The Company’s management believes Gas and Electric Adjusted Gross Margins provide useful information to investors regarding profitability. Also the Company’s management believes Gas
and Electric Adjusted Gross Margins are important measures to analyze revenue from the Company’s ongoing operations because the approved cost of gas and electric sales are tracked, reconciled and passed through directly to customers in gas and
electric tariff rates; resulting in an equal and offsetting amount reflected in Total Gas and Electric Operating Revenue.

 In the
tables below; the Company has reconciled Gas and Electric Adjusted Gross Margin to GAAP Gross Margin, which we believe to be the most comparable GAAP measure. GAAP Gross Margin is calculated as: Revenue less Cost of Sales and Depreciation and
Amortization. The Company calculates Gas and Electric Adjusted Gross Margin as: Revenue less Cost of Sales. The Company believes excluding Depreciation and Amortization, which are period costs and not related to volumetric sales revenue, is a
meaningful measure to inform investors of the Company’s profitability from gas and electric sales in the period.”

 T 603.772.0775 www.unitil.com

 6 Liberty Lane West

Hampton, NH 03842

 2019 ($ in millions)

Non-Regulated

Gas

Electric

and Other

Total

 Total Operating Revenue

$
203.4

$
 233.9

$
 0.9

$
 438.2

 Less: Cost of Sales

(81.2
)

(142.0
)

—

(223.2
)

 Less: Depreciation and Amortization

(28.5
)

(22.6
)

(0.9
)

(52.0
)

 GAAP Gross Margin

93.7

69.3

—

163.0

 Depreciation and Amortization

28.5

22.6

0.9

52.0

 Adjusted Gross Margin

$
122.2

$
 91.9

$
 0.9

$
 215.0

 2018 ($ in millions)

Non-Regulated

Gas

Electric

and Other

Total

 Total Operating Revenue

$
216.1

$
 223.3

$
 4.7

$
 444.1

 Less: Cost of Sales

(99.2
)

(131.4
)

—

(230.6
)

 Less: Depreciation and Amortization

(24.9
)

(23.1
)

(2.4
)

(50.4
)

 GAAP Gross Margin

92.0

68.8

2.3

163.1

 Depreciation and Amortization

24.9

23.1

2.4

50.4

 Adjusted Gross Margin

$
116.9

$
 91.9

$
 4.7

$
 213.5

 2017 ($ in millions)

Non-Regulated

Gas

Electric

and Other

Total

 Total Operating Revenue

$
194.0

$
 206.2

$
 6.0

$
 406.2

 Less: Cost of Sales

(84.3
)

(114.0
)

—

(198.3
)

 Less: Depreciation and Amortization

(22.4
)

(23.4
)

1.1

(46.9
)

 GAAP Gross Margin

87.3

68.8

4.9

161.0

 Depreciation and Amortization

22.4

23.4

1.1

46.9

 Adjusted Gross Margin

$
109.7

$
 92.2

$
 6.0

$
 207.9

 The Company will present, with equal or great prominence, Gas and Electric GAAP Gross Margin in its future filings. Also, the
Company will use the terms “Gas Adjusted Gross Margin” and “Electric Adjusted Gross Margin” in its future filings.

 T 603.772.0775 www.unitil.com

 6 Liberty Lane West

Hampton, NH 03842

 Financial Statements

Notes to Consolidated Financial Statements

Note 1: Summary of Significant Accounting Policies

Utility Revenue Recognition, page 53

2.
 We note your alternative revenue programs. Please confirm for us and disclose whether you meet all three of
the criteria within 980-605-25-4 for recognition of alternative revenues in connection with your rate adjustment mechanisms.
Additionally, please tell us and disclose the methodology used to calculate and present revenues from alternative revenue programs.

Response #2:

 The
Registrant has numerous rate reconciling mechanisms in each of its jurisdictions that are considered alternative revenue programs. These mechanisms include revenue decoupling, energy efficiency incentives, lost base revenue, capital tracking
mechanisms and other rate reconciling mechanisms that are designed to provide for recovery of allowable costs as defined in ASC 980. The rate reconciling mechanisms are subject to compliance filings on at least an annual basis and in some cases,
more frequently. The compliance filings allow for the automatic adjustment of the tariff rates in each case to recover any undercollections or refund any overcollections from the alternative revenue programs to customers over the next compliance
period. The Registrant confirms that these mechanisms meet all three of the criteria within 980-605-25-4 to be considered
alternative revenue mechanisms. Specifically, 1) each of the mechanisms have been ordered as a program by each state regulator, 2) the allowable costs and revenues are tracked for each program and tariff rates are adjusted in each compliance filing,
if necessary, and 3) the tariff rate changes are designed to recover from or refund to customers within a 24-month period.

Amounts included as Rate Adjustment Mechanism Revenue reflect the change in amounts under or over collected during the period pursuant to the
terms of the individual mechanism.    In cases where allowable costs are greater than operating revenues billed in the current period for the individual program, additional operating revenue is recognized. In cases where
allowable costs are less than operating revenues billed in the current period for the individual program, operating revenue is reduced.

 In
subsequent periods, when the amounts are actually billed to or refunded to customers, such billings are presented within the billed operating revenues line item in the disclosure and the change in the mechanism from the current period to the prior
reporting period is presented within the rate adjustment mechanism line in the disclosure in order to appropriately reflect zero operating revenue for the current period.

 T 603.772.0775 www.unitil.com

 6 Liberty Lane West

Hampton, NH 03842

 We have provided disclosures that revenue from rate adjustment mechanisms is accrued revenue,
recognized in connection with rate adjustment mechanisms, and authorized by regulators for recognition in the current period for future cash recoveries from, or credits to, customers (this text is included in the first paragraph under “Utility
Revenue Recognition” on page 53 of the Company’s Form 10-K for the year ended December 31, 2019).

In response to your comment and in order to provide further clarity to the disclosures, the Registrant proposes to include the following
disclosure under the “Utility Revenue Recognition” discussion in its future filings:

 “The rate adjustment mechanisms
meet the criteria within ASC 980-605-25-4. In cases where allowable costs are greater than operating revenues billed in the
current period for the individual rate adjustment mechanism additional operating revenue is recognized. In cases where allowable costs are less than operating revenues billed in the current period for the individual rate adjustment mechanism,
operating revenue is reduced.”

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

Very truly yours,

 /s/ Laurence M. Brock

Laurence M. Brock

Senior Vice President, Chief Financial Officer & Treasurer

 T 603.772.0775 www.unitil.com

 6 Liberty Lane West

Hampton, NH 03842

March 10, 2020
Christine Vaughan
Senior Vice President, Chief Financial Officer and Treasurer
UNITIL CORP
6 Liberty Lane West
Hampton, New Hampshire 03842-1720
Re:UNITIL CORP
Form 10-K for the Year Ended December 31, 2019
10-K filed January 30, 2020
File No. 001-08858
Dear Ms. Vaughan :
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2019
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Gas Sales, Revenues and Margin
Gas Operating Revenues and Sales Margin, page 30
1.We note your presentation of the non-GAAP measures Gas Sales Margin and Electric
Sales Margin.  Please present reconciliations for these non-GAAP measures in accordance
with Item 10(e)(1)(i)(B) of Regulation S-K.  In doing so, reconcile these measures to the
most directly comparable GAAP measure of gross margin.  If you do not believe gross
margin that includes depreciation and amortization is the most directly comparable GAAP
measure, please tell us why in your response.

 FirstName LastNameChristine Vaughan
 Comapany NameUNITIL CORP
 March 10, 2020 Page 2
 FirstName LastName
Christine Vaughan
UNITIL CORP
March 10, 2020
Page 2
Financial Statements
Notes to Consolidated Financial Statements
Note 1: Summary of Significant Accounting Policies
Utility Revenue Recognition, page 53
2.We note your alternative revenue programs.  Please confirm for us and disclose whether
you meet all three of the criteria within 980-605-25-4 for recognition of alternative
revenues in connection with your rate adjustment mechanisms.   Additionally, please tell
us and disclose the methodology used to calculate and present revenues from alternative
revenue programs.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Yong Kim, Staff Accountant at (202) 551-3323 or Robert Babula,
Senior Staff Accountant at (202) 551-3339 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

CORRESP

 Unitil Corporation

6 Liberty Lane West

 Hampton, New
Hampshire 03842

 December 5, 2017

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

Attention:
Mara L. Ransom

Katherine Bagley

Re:
Unitil Corporation (the “Registrant”)

Registration Statement on Form S-3

Filed November 3, 2017

File No. 333-221333

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the
above-referenced Registration Statement be accelerated so that it will become effective at 9:00 AM (Eastern Time), on Friday, December 8, 2017, or as soon thereafter as practicable.

If the staff has any further questions concerning this letter, or if you require any additional information, please feel free to contact
Thomas H. Redekopp of Duane Morris LLP at (857) 488-4231.

 Very truly yours,

UNITIL CORPORATION

By:

/s/ Mark H. Collin

 Name:

 Title:

 Mark H. Collin

 Senior Vice President, Chief
Financial Officer and Treasurer

cc:
Thomas H. Redekopp, Esq.

Mail Stop 3561
November 9, 2017

Mark H. Collin
Chief Financial Officer
Unitil Corporation
6 Liberty Lane West
Hampton, New Hampshire 03842 -1720

Re: Unitil Corporation
  Registration Statement on Form S-3
Filed  November 3, 2017
  File No.  333-221333

Dear Mr. Collin :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Katherine Bagley at (202) 551 -2545  with any questions.

Sincerely,

 /s/ Lisa M. Kohl for

Mara L. Ransom
Assistant Director
Office of Consumer Products

Mail Stop 3561
December 8 , 2015

Robert G. Schoenberger
Chief Executive Officer and President
Unitil Corporation
6 Liberty Lane West
Hampton, New Hampshire 03842

Re: Unitil Corporation
 Form 10-K for Fiscal Year Ended December 31, 2014
Filed January 28, 2015
File No. 1 -8858

Dear Mr. Schoenberger:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ William H. Thompson

 William  H. Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

 November 25,
2015

 William H. Thompson

 Accounting Branch Chief

Office of Consumer Products

 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, 2014

Filed January 28, 2015

File No. 1-8858

 Dear Mr. Thompson:

Set forth below are the responses of Unitil Corporation (the “Registrant”, “Unitil” or the
“Company”) to the letter dated November 17, 2015 (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, 2014 (the “Form 10-K”), which was filed with the Commission on January 28, 2015.

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.

 Item 8. Financial Statements and Supplementary Data

Note 1: Summary of Significant Accounting Policies

Basis of Presentation

 Regulatory Accounting,
page 53

1.
Please disclose the remaining [amount] of regulatory assets not earning a return during the recovery period and the remaining recovery period applicable to them. Please refer to ASC 980-340-50-1.

 Response #1:

The Registrant, in accordance with ASC 980-340-50-1, proposes to enhance its disclosure in future filings to include the remaining amount of
regulatory assets not earning a return during the recovery period and the remaining recovery period applicable to them. Specifically, the Registrant intends to replace the first sentence and insert disclosure similar to the following in future
filings in the first paragraph following the Regulatory Assets and Regulatory Liabilities tables (reference page 54 of December 31, 2014 Form 10-K):

 Mr. William H. Thompson

U.S. Securities and Exchange Commission

 November 25, 2015

 Page
 2

 “Included in
regulatory assets as of December 31, 2014 are $9.9 million of deferred storm charges to be recovered over the next three and a half years and $4.6 million of rate case costs and other expenditures to be recovered over the next seven years.
Regulators have authorized recovery of these expenditures, but without a return.”

 Note 5: Debt and Financing Arrangements

Long-Term Debt and Interest Expense

Long-Term Debt Structure and Covenants, page 61

2.
We note your disclosure in the discussion of financial covenants and restrictions on page 32 that long-term debt agreements contain covenants restricting your ability and the ability of your subsidiaries to pay
dividends. However, in the last paragraph, you [disclose] that there were no restrictions on your retained earnings for the payment of common dividends at December 31, 2014. Please tell us your consideration of disclosing the pertinent
provisions of the most significant restrictions on your ability to pay dividends in accordance with Rule 4-08(a) of Regulation S-X, and explain to us why there are no restrictions on your retained earnings at December 31, 2014. In addition,
please tell us whether the restricted net assets of your consolidated subsidiaries exceed 25% of consolidated net assets, which would require the disclosures required by Rule 4-08(e)(3) of Regulation S-X.

Response #2:

 The
Registrant has reviewed Rule 4-08(a) of Regulation S-X and proposes to enhance its disclosure regarding restrictions on retained earnings for the payment of common dividends in future filings. Specifically, the Registrant intends to replace the
paragraph that begins “At December 31, 2014, there were no restrictions on Unitil’s Retained Earnings…” (reference page 61 of December 31, 2014 Form 10-K) with disclosure similar to the following in future
filings:

 “Unitil Energy, Fitchburg, Northern Utilities and Granite State pay common dividends to their sole common shareholder,
Unitil Corporation and these common dividends are the primary source of cash for the payment of dividends to Unitil’s common shareholders. The long-term debt issued by the Company and its subsidiaries contains certain covenants that determine
the amount that the Company and each of these subsidiary companies has available to pay for dividends. As of December 31, 2014, in accordance with the covenants, these subsidiary companies had a combined amount of $147.7 million available for
the payment of dividends and Unitil Corporation had $186.6 million available for the payment of dividends. As of December 31, 2014, the Company’s balance in Retained Earnings was $38.4 million. Therefore, there were no restrictions on the
Company’s Retained Earnings at December 31, 2014 for the payment of dividends.”

 Per Rule 4-08(e)(3) of Regulation S-X,
as of December 31, 2014, the restricted net assets of the Company’s consolidated subsidiaries did not exceed 25% of consolidated net assets. In making this determination, in accordance with Rule 4-08(e)(3) of Regulation S-X, the

 Mr. William H. Thompson

U.S. Securities and Exchange Commission

 November 25, 2015

 Page
 3

 Registrant considers
restrictions on the amount of funds which may be loaned or advanced by the Company’s consolidated subsidiaries as well as restrictions on the amount of funds which may be transferred in the form of cash dividends by the Company’s
consolidated subsidiaries. Per Rule 4-08(e)(3) of Regulation S-X, “Where restrictions on the amount of funds which may be loaned or advanced differ from the amount restricted as to transfer in the form of cash dividends, the amount least
restrictive to the subsidiary shall be used.” There are no restrictions on the amount of funds which may be loaned or advanced by the Company’s consolidated subsidiaries and therefore the Company determined that the disclosures noted
in Rule 4-08(e)(3) of Regulation S-X were not required as of December 31, 2014.

 Note 8: Commitments and Contingencies

Legal Proceedings, page 73

3.
Please confirm to us, if true, that you believe the ultimate resolution of legal and administrative proceedings and claims arising in the normal course of business will not have a material impact on your operating
results or cash flows and revise your disclosure in future filings to disclose the same. If not true, please disclose an estimate of the possible loss or range of loss in excess of amounts accrued or a statement that such an estimate cannot be made.
In addition, revise your disclosure of the [putative] class action complaint to provide similar disclosure. Please refer to ASC 450-20-50.

Response #3:

 The
Registrant has reviewed ASC 450-20-50. The Registrant confirms that it believes the ultimate resolution of legal and administrative proceedings and claims arising in the normal course of business will not have a material impact on its operating
results or cash flows.

 The Registrant will revise its disclosure in future filings. Specifically, the Registrant intends to replace the
second sentence of the first paragraph under the heading “Legal Proceedings” (reference page 73 of December 31, 2014 Form 10-K) with disclosure similar to the following in future filings:

“The Company believes, based upon information furnished by counsel and others, that the ultimate resolution of these claims will not
have a material impact on its financial position, operating results or cash flows.”

 The Registrant also confirms that it will
revise its disclosure of the putative class action complaint in future filings to provide this same disclosure. Specifically, the Registrant intends to add disclosure similar to the following in future filings to the end of the second paragraph
under the heading “Legal Proceedings” (reference page 73 of December 31, 2014 Form 10-K):

 Mr. William H. Thompson

U.S. Securities and Exchange Commission

 November 25, 2015

 Page
 4

 “The Company
believes, based upon information furnished by counsel and others, that the ultimate resolution of these suits will not have a material impact on its financial position, operating results or cash flows.”

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.

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,

 Chief Financial
Officer &

 Treasurer

Controller & Chief Accounting Officer

Mail Stop 3561
November 17 , 2015

Robert G. Schoenberger
Chief Executive Officer  and President
Unitil Corporation
6 Liberty Lane West
Hampton, New Hampshire 03842

Re: Unitil  Corporation
 Form 10-K for Fiscal Year Ended December 31, 2014
Filed January 28 , 2015
File No. 1-8858

Dear Schoenberger :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you w ill respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 8. Financial Statements and  Supplementary Data

Note 1: Summary of Significant Accounting Policies

Basis of Presentation
Regulatory Accounting, page 53

1. Please disclose the remaining recovery period of regulatory assets not earning a return
during the recovery period and the remain ing recovery period applicable to them.  Please
refer to ASC 980 -340-50-1.

Robert G. Schoenberger
Unitil Corporation
November 17, 2015
Page 2

 Note 5:  Debt and Financing Arrangements

Long -Term Debt and Interest Expense
Long -Term Debt Structure and Covenants, page 61

2. We note your disclosur e in the discussion of fina ncial covenants and restrictions on page
32 that long -term debt agreement s contain covenants restricting your ability and the
ability of your subsidiaries to pay dividends.   However, in the last paragraph, you
disclosure that  there were no restrictions on your retained earnings for the payment of
common dividends at December 31, 2014.  Please tell us your consi deration of disclosing
the pertinent provisions of the most significant restrictions on your ability to pay
dividends in accordance with Rule 4 -08(a) of Regulation S -X, and explain to us why
there are no restrictions on your retained earnings at December 31, 2014.  In addition,
please tell us whether the restricted net assets of your consolidated subsidiaries exceed
25% o f consolidated net assets , which would require the disclosures required by Rule 4 -
08(e)(3) of Regulation S -X.

Note 8: Commitments and Contingencies

Legal Proceedings, page 73

3. Please confirm to us, if true, that you believe the ultimate resolution of legal and
administrative  proceedings and claims arising in the normal course of business will not
have a m aterial impact of your operating results or cash flows  and revise your disclosure
in future filings to disclose the same .  If not true, please disclos e an estimate of the
possible loss or range of loss in excess of amounts accrued or a statement that such an
estimate cannot be made.  In addition, revise your disclosure of the punitive class action
complaint to provide similar disclosure.  Please refer t o ASC 450 -20-50.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requi re.  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.

 In responding to our comments, please provide  a written s tatement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Robert G. Schoenberger
Unitil Corporation
November 17, 2015
Page 3

  the company 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.

You may contact Yolanda Guobadia at  (202) 551 -3562 or me at (202) 551 -3344 with any
questions.

Sincerely,

 /s/ William H. Thompson

 William  H. Thompson
Accounting Branch Chief
Office of Consumer Products

March 5, 2013

Via E -mail
Mark H. Collin
Chief Financial Officer
Unitil Corporation
6 Liberty Lane West
Hampton, NH 03842

Re: Unitil Corporation
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 1, 2012
File No. 001 -08858

Dear Mr. Collin :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company 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.  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 the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Ch ief

CORRESP
1
filename1.htm

Correspondence

 VIA EDGAR

February 19, 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 February 12, 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 comment has been set forth in bold and the numbered paragraph contained herein corresponds to the numbered paragraph in the Comment Letter.

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

 Item 8. Financial
Statements and Supplementary Data

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

1.
We note your responses to comment 2 in our letter dated January 10, 2013, and have reviewed the contract you provided. It is our understanding that you transfer
title and risk of ownership of the natural gas sold in conjunction with this asset management agreement at contract onset to the asset manager and do not have the ability to call on that inventory during a contractually specified period of the year.
Accordingly, we object to the presentation of these amounts representing natural gas volumes due to or callable by you at certain points during the contract term from the asset manager as inventory for this contract as well as other contracts you
have executed that share similar terms. Please revise.

 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

 February 19, 2013

 Page
 2

 Response #1:

The Registrant acknowledges the Staff’s comment and objection and the Registrant agrees with Staff’s position that amounts of
natural gas due to or callable by Northern Utilities, Inc. (“Northern Utilities”) at certain points during the contract term by operation of the terms of the asset management agreement should not be presented as a component of Gas
Inventory on the Consolidated Balance Sheets. The Company will revise its presentation to separately present those amounts of natural gas volumes under the asset management agreement as “Exchange Gas Receivable” in addition to presenting
the normal amounts of its gas inventory as “Gas Inventory” on the Company’s Consolidated Balance Sheets. The Company confirms that its Massachusetts combination electric and gas utility, Fitchburg Gas and Electric Light Company
(“Fitchburg”) has a natural gas asset management agreement, similar to the Northern Utilities asset management agreement, which also requires this revised presentation.

Also, in the “Basis of Presentation” section of “Note 1: Summary of Significant Accounting Policies,” the Company
will disclose the nature of the Exchange Gas Receivable balance sheet line item as follows: “Exchange Gas Receivable - Northern Utilities and Fitchburg have gas exchange and storage agreements whereby natural gas purchases during the months
of April through October are delivered to a third party. The third party delivers natural gas back to the Company during the months of November through March. The exchange and storage gas volumes are recorded at weighted average cost.”

December 31,

 Exchange Gas Receivable ($millions)

2012

2011

 Northern Utilities

$
8.6

$
12.4

 Fitchburg

0.7

1.1

 Total Exchange Gas Receivable

$
9.3

$
13.5

 Additionally, the Company will expand the existing disclosure regarding Gas Inventory in Note 1 to
describe the nature and amounts of the inventory recorded on that line item in tabular format as follows:

December 31,

 Gas Inventory ($millions)

2012

2011

 Natural Gas

$
0.7

$
0.8

 Propane

0.4

0.4

 Liquefied Natural Gas & Other

0.1

0.1

 Total Gas Inventory

$
1.2

$
1.3

 Mr. Andrew D. Mew

 U.S. Securities and Exchange Commission

 February 19, 2013

 Page
 3

 The Company confirms that although the asset management agreements associated with the
exchange gas receivables may qualify as embedded derivatives because their terms contain notional amounts, the Company does not classify the agreements as derivatives because they meet the criteria for exception as contracts for normal purchases and
normal sales, as such instruments are defined per the FASB Codification.

 The Registrant has reviewed its previously issued
financial statements and determined that the historical amounts to be reclassified into Exchange Gas Receivable represent less than 1.6% of Total Assets. Additionally, the Registrant notes that these reclassifications had no impact on Operating
Income, Net Income, and Earnings Per Share. Nor did the reclassifications impact the Registrant’s Common Equity. Accordingly, in the Company’s opinion, the judgment of a reasonable person relying upon the financial statements would not
have been changed or influenced as a result of these reclassifications and therefore restatement of the financial statements is not necessary. The Registrant proposes to revise its presentation for future filings, and in those filings will
reclassify the previously reported amounts to conform to the revised presentation.

 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.

 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

February 12, 2013

Via E -mail
Mark H. Collin
Chief Financial Officer
Unitil Corporation
6 Liberty Lane West
Hampton, NH 03842

Re: Unitil Corporation
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 1, 2012
File No. 001 -08858

Dear Mr. Collin :

We have reviewed your response dated  January 15, 2013  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the year ended December 31, 2011

Item 8. Financial Statements and Supplementary Data

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

Credit Arrangements, page 65

1. We note your response to comment 2 in our letter dated January 10, 2013, and have
reviewed the contract you provided.  It is our understanding that you transfer title and risk
of ownership of the natural gas sold in conjunction with this asset management
agreement at contract onset to the asset manager and do not have the ability to call on that
inventory during a contractually specified period  of the year.  Accordingly, we object to
the presentation of these amounts representing natural gas volumes due to or callable by
you at certain points during the contract term from the asset manager as inventory for this

Mark H. Collin
Unitil Corporation
February 12 , 2013
Page 2

 contract as well as other contracts you have executed that share similar terms.  Please
revise.

You may contact Jarrett Torno, Staff Accountant , at (202) 551 -3703  or Donna Di Silvio,
Staff Accountant, at (202) 551 -3202 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551 -3377  with any other questions.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

CORRESP
1
filename1.htm

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

January 10 , 2013

Via E -mail
Mark H. Collin
Chief Financial Officer
Unitil Corporation
6 Liberty Lane West
Hampton, NH 03842

Re: Unitil Corporation
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 1, 2012
File No. 001 -08858

Dear Mr. Collin :

We have reviewed your response dated  December 21, 2012 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments  apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional  comments.

Form 10 -K for the 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, y ou 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 filin g by reclassifying
these expected future removal and asset retirement costs previously recorded as an
element of accumulated depreciation to a regulatory liability.

Mark H. Collin
Unitil Corporation
January 10 , 2013
Page 2

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

Credit Arrang ements, 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, p lease provide us with the related asset management agreem ent contract.

You may contact Jarrett Torno, Staff Accountant , at (202) 551 -3703  or Donna Di Silvio,
Staff Accountant, at (202) 551 -3202 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551 -3377  with any other questions.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 VIA EDGAR

December 21, 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 December 11, 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

 Note 1: Summary of Significant Accounting Policies, page 54

1.
We note your response to comment 3 in our letter dated November 6, 2012. ASC 980- 410-25-2 states that “a regulated entity also shall recognize a
regulatory asset or liability for differences in the timing of recognition of the period costs associated with asset retirement obligations for financial reporting pursuant to that Subtopic and rate-making purposes.” As your response indicates
you have recorded the recognition of removal costs through Depreciation and Amortization expense and offset that expense against Accumulated Depreciation, please revise to reclassify the portion of Accumulated Depreciation that relates to the cost
of removal of regulated assets, net of incurred removal costs, to a regulatory asset or 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

 December 21, 2012

 Page
 2

 Response #1:

The Registrant does not have asset retirement obligations (“AROs”) as defined in FASB ASC 410-20 or FASB ASC 980-410. There is a
distinction between cost of removal costs for normal utility plant assets and cost of removal costs for AROs. Cost of removal for the Company’s regulated assets is recovered in rates as part of depreciation. The amount of cost of removal that
the Company is allowed to recover in its rates relates to removal cost estimates, net of salvage, used for mass asset accounting for the various functional components of its local distribution system. This amount is different from, and would be
separate from, an amount to be recovered in rates to amortize the cost of AROs as defined in the Subtopic, if the Company had any, which it does not.

 In accordance with Federal Energy Regulatory Commission (“FERC”) Docket No. RM02-7-000, Order No. 631, issued April 9, 2003, “Accounting, Financial Reporting, and Rate Filing
Requirements for Asset Retirement Obligations” (“FERC Order”), the Company records its cost of removal costs that are not AROs 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 as part of Accumulated Depreciation. Paragraph 36 of the FERC Order states, in part, “Under the existing requirements of the Uniform Systems of
Accounts removal costs that are not asset retirement obligations are included as a component of the depreciation expense and recorded in accumulated depreciation.”

 As a FERC-regulated entity, the Registrant complies with FERC regulations regarding regulatory asset accounting and proposes to continue reporting its cost of removal costs that are not AROs in
Accumulated Depreciation.

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

2.
We have read your response to comment 4 in our letter dated November 6, 2012. You state the asset manager holds title to and risk of loss of the inventory held
at the storage facility until it is delivered to you, and accordingly, it is unclear why your continued recognition of that inventory is appropriate. Please revise or explain the GAAP basis for your continued recognition of inventory held by the
asset manager.

 Response #2:

Although title to the gas inventory is held by the asset manager until delivered in compliance with FERC regulations, the Company has the
legal obligation to purchase

 Mr. Andrew D. Mew

 U.S. Securities and Exchange Commission

 December 21, 2012

 Page
 3

the entire inventory and retains the risk associated with the recovery of the cost of this inventory from its customers through rates approved by regulatory commissions. As such, that obligation
is currently recorded in “Energy Supply Contract Obligations” on the balance sheet with the corresponding asset recorded in “Gas Inventory” as injections and withdrawals occur. This asset reflects the Company’s contractual
rights to the natural gas inventory. The Company has determined that it has a legal interest in this contractual obligation and therefore the Registrant has concluded that including these assets and liabilities on the balance sheet is appropriate.
The Registrant submits that its presentation of the activity under this agreement results in an accurate and informative presentation to the reader of the financial statements.

3.
We have read your response to comment 4 in our letter dated November 6, 2012. We are reissuing the component of our comment pertaining to your assessment of the
purchase obligation included in the asset management agreement for derivative accounting considerations. Please explain in greater detail, but do not limit your assessment of the purchase obligation included in the asset management agreement for
derivative accounting considerations, to address the following additional questions:

•

 You state the agreement does not contain a notional amount as the inventory amounts injected and withdrawn are not set and vary over the
course of the agreement. Additionally, you state you direct the asset manager to make injections and withdrawals and deliveries of gas to you, and you are responsible for paying the asset manager for the balance of any unutilized volumes still in
storage at the end of the term of the agreement. As such, please explain why the purchase obligation embedded within the contract does not contain a notional for separate evaluation, as it appears that the volume of inventory required to be
repurchased at the end of the contract is known by you as of a given point in time.

•

 You state the agreement cannot be net settled. As the purchase obligation is for the delivery of natural gas, please explain your consideration of
why the purchase obligation included in the contract does not meet the criteria for net settlement through a market mechanism or is not readily convertible to cash. Refer to ASC 815-10-15-109A through ASC 815-10-15-139.

 Mr. Andrew D. Mew

 U.S. Securities and Exchange Commission

 December 21, 2012

 Page
 4

 Response #3:

Notional

The volume of inventory to be repurchased at the end of the contract is only known at the end of the contract (i.e. withdrawals during
the delivery period vary based on the Registrant’s customers’ daily usage of natural gas). ASC 815-10-15-92 states “a notional is a number of currency units, shares, bushels, pounds, or other units specified in the
contract.” The number of units to be repurchased at the end of the contract is contingent on the inventory balance, if any, on the last day of the contract which is not known to the Registrant during the period of activity of the contract.
Accordingly, the Registrant has determined that the purchase obligation embedded within the contract does not contain a notional amount as defined in ASC 815-10-15-92.

 Net Settlement

 The asset management agreement is a structured transaction
that contains unique rights and obligations that preclude its purchase and sale over an exchange or other liquid market mechanism. The transaction itself is a management arrangement, used by many gas distribution utilities, that provides the manager
the right to utilize the released pipeline and storage assets as desired when the assets are not needed to meet physical delivery obligations to the Company in exchange for a management utilization fee. In the absence of the asset management
agreement, the Company would utilize the assets directly resulting in the same financial outcome, but without the benefit of the management utilization fee. The asset management agreement precludes the early termination of the Registrant’s
rights and obligations without an event of default or the express written consent of the parties.

 ASC 815-10-15-111(a) states
“A market mechanism is a means to realize the net gain or loss under a particular contract through a net payment.” The Registrant notes that the deliveries associated with the asset management agreement do not result in a gain or
loss for the Registrant. Injections to the inventory are recorded at cost. The inventory in storage is valued by the Registrant using the weighted average cost method and withdrawals from the inventory are recorded using that weighted average cost.
Accordingly, the purchase of deliveries and the ending balance do not meet the criteria for net settlement through a market mechanism. In addition, absent an event of default or the express written consent of the parties, the asset management
agreement precludes the conversion of the asset management agreement to cash.

 Because the agreement does not have a notional
amount and cannot be net settled, the Registrant has concluded that the purchase obligation embedded within the contract does not meet the criteria of a derivative instrument. Additionally, the agreement is for normal purchases of natural gas and is
intended to provide the Company with physical deliveries sufficient to meet the needs of its retail customers in accordance with its regulatory obligations as a gas utility. As a result, the Company submits that the agreement is related to
nonfinancial instruments expected to be used or sold by the Company over a reasonable period in the normal course of business, and as such, falls under the scope exception for normal purchases and sales instruments, as described in FASB ASC
815-10-15-22 through FASB ASC 815-10-15-26.

 Mr. Andrew D. Mew

 U.S. Securities and Exchange Commission

 December 21, 2012

 Page
 5

 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.

 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

December 11 , 2012

Via E -mail
Mark H. Collin
Chief Financial Officer
Unitil Corporation
6 Liberty Lane West
Hampton, NH 03842

Re: Unitil Corporation
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 1, 2012
File No. 001 -08858

Dear Mr. Collin :

We have reviewed your letter dated November 19 , 2012  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the 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 3  in our letter dated November 6 , 2012.  ASC 980 -
410-25-2 states that “ a regulated entity also shall recognize a regulatory asset or liability
for differences in the timing of recognition of the period costs associated with asset
retirement obligations for financial reporting pursuant to  that Subtopic and rate -making
purposes .”  As your response indicates you have recorded the recognition of removal
costs through Depreciation and Amortization expense and offset that expense against
Accumulated Depreciation, please revise to reclassify the  portion of Accumulated
Depreciation that relates to the cost of removal of regulated assets, net of incurred
removal costs, to a regulatory asset or liability.

Mark H. Collin
Unitil Corporation
December 11 , 2012
Page 2

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

Credit Arrangemen ts, page 65

2. We have read your response to comment 4  in our letter dated November 6 , 2012.  You
state the asset manager holds title to and risk of loss of the inventory held at the storage
facility until it is delivered to you, and accordingly, it is uncle ar why your continued
recognition of that inventory is appropriate.  Please revise or explain the GAAP basis for
your continued recognition of inventory held by the asset manager.

3. We have read your response to comment 4 in our letter dated November 6, 20 12.  We are
reissuing the component of our comment pertaining to your assessment of the  purchase
obligation included in the  asset management agreement for derivative accounting
considerations.  Please explain in greater detail, but  do not limit your assess ment of the
purchase obligation included in the asset management agreement for derivative
accounting considerations,  to address the following additional questions :

 You state the agreement does not contain a notional amount as the inventory
amounts injected and withdrawn are not set and vary over the course of the
agreement.  Additionally, you state you direct the asset manager to make
injections and withdrawals and deliveries of gas to you, and you are responsible
for paying the asset manager for th e balance of any unutilized volumes still in
storage at the end of the term of the agreement.  As such, please explain why the
purchase obligation embedded within the contract does not contain a notional for
separate evaluation, as it appears that the volu me of inventory required to be
repurchased at the end of the contract is known by you as of a given point in time.

 You state the agreement cannot be net settled.  As the purchase obligation is for
the delivery of natural gas, please explain your considera tion of why the purchase
obligation included in the contract does not meet the criteria for net settlement
through a market mechanism or is not readily convertible to cash.  Refer to ASC
815-10-15-109A through ASC 815 -10-15-139.

You may contact Jarrett To rno, Staff Accountant , at (202) 551 -3703  or Donna Di Silvio,
Staff Accountant, at (202) 551 -3202 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551 -3720 with any other questions.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 VIA EDGAR

November 19, 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 November 6, 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 note your response to comment 1 in our letter dated October 10, 2012. In order to enhance transparency, please revise to break out the Accrued Revenue line
item to separately present at a minimum both unbilled revenues and regulatory assets either on the face of the balance sheets or in the notes to the financial statements.

Response #1:

 The Registrant proposes to break out the Accrued Revenue line item to separately present at a minimum both unbilled revenues and regulatory assets in the notes to the financial

 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

 November 19, 2012

 Page
 2

statements in the Form 10-K to be filed for the period ending December 31, 2012 and in future filings. Specifically, the Registrant will present the breakout of the Accrued Revenue line item
within a subheading titled “Accrued Revenue” in the “Basis of Presentation” section of “Note 1: Summary of Significant Accounting Policies”, which will include a table that reconciles back to the totals for each
reporting period on the balance sheets. In those filings, the Registrant will also breakout the Accrued Revenue line item for previously reported amounts to conform to the revised presentation, including those amounts as of December 31, 2011.
An example of the table proposed for inclusion in the Registrant’s Form 10-K to be filed for the period ending December 31, 2012 is as follows:

 Accrued Revenue ($millions)

December 31,

2012

2011

 Regulatory Assets – current

$
X.X

$
18.8

 Unbilled Revenue

X.X

12.8

 Other Accrued Revenue

X.X

25.0

 Total Accrued Revenue

$
X.X

$
56.6

 Consolidated Statements of Cash Flows, page 52

2.
We note your response to comment 4 in our letter dated October 10, 2012. Please tell us the amount of accounts payable that relates to capital expenditures as
of December 31, 2011 and 2010.

 Response #2:

The amounts of accounts payable that relates to capital expenditures as of December 31, 2011 and 2010 are $2.6 million and $1.5
million, respectively. Based on its review of FASB ASC 230-10-50-3 through FASB ASC 230-10-50-6, Noncash Investing and Financing Activities, the Registrant proposes to include the following disclosure under the “Supplemental Information:”
section on the Statements of Cash Flows in the Form 10-K for the year ended December 31, 2012 and in future filings under “Non-cash investing activity: Capital expenditures included in Accounts Payable”. In those filings, the
Registrant will also disclose the related amounts for previous periods, as noted above.

 Mr. Andrew D. Mew

 U.S. Securities and Exchange Commission

 November 19, 2012

 Page
 3

 Note 1:
Summary of Significant Accounting Policies, page 54

3.
We note your response to comment 5 in our letter dated October 10, 2012. As you recover the cost of removal for regulated assets in rates and have not
identified an asset retirement obligation (“ARO”) within the scope of ASC Subtopic 410-20, please revise or explain why a regulatory asset or liability has not been recorded in accordance with ASC 980-410-25-2 for those removal costs you
recover through rates that are not related to AROs within the scope of ASC Subtopic 410-20.

 Response
#3:

 FASB ASC 980-410-25-2 (Costs from Asset Retirement Obligations) states “…An additional recognition timing
difference may exist when the costs related to the retirement of long-lived assets are included in amounts charged to customers but liabilities are not recognized in the financial statements. If the requirements of this Topic are met, a regulated
entity also shall recognize a regulatory asset or liability for differences in the timing of recognition of the period costs associated with asset retirement obligations for financial reporting…”

As previously disclosed in Registrant’s Form 10-K’s for the years ended December 31, 2001-2003, the Company owns and
maintains local utility distribution systems and assets. The Company has not identified any material legal obligations associated with the operational retirement and replacement of its distribution property, plant and equipment which would require
recording a liability for an Asset Retirement Obligation as defined in FASB ASC 410-20 or FASB ASC 980-410. The cost of removal that the Company is allowed to recover in its rates relates to removal cost estimates used for mass asset accounting for
the various functional components of its local distribution system. Those removal costs are not asset specific and do not rise to the level of legal obligations as defined in FASB ASC 410-20 or FASB ASC 980-410. The Company has effectively divested
its ownership interest in generation facilities, has no ownership interest in nuclear power plants, and has no decommissioning obligations.

 As noted above, cost of removal for the Registrant’s regulated assets is recovered in rates as part of mass asset depreciation. The costs are recorded in the consolidated financial statements under
Operating Expenses in Depreciation and Amortization on the Consolidated Statements of Earnings, and in Net Utility Plant on the Consolidated Balance Sheets as part of Accumulated Depreciation. The mass asset depreciation rates, which are approved by
regulatory commissions, are designed such that the timing of the amounts recovered in rates coincides with the liability amounts recorded in Accumulated Depreciation. As a result, there are no timing differences requiring the establishment of
regulatory assets or liabilities.

 Mr. Andrew D. Mew

 U.S. Securities and Exchange Commission

 November 19, 2012

 Page
 4

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

4.
We have read your response to comment 6 in our letter dated October 10, 2012. Please expand on but do not limit your response to address the following
additional questions:

•

 We note the journal entries you provided in your response address injection and withdrawal activity over the contract term. Please provide
the journal entries to record the sale of inventory at contract onset to and subsequent repurchase of remaining volumes of inventory at contract expiration from the asset manager as described on page 65 of your Form 10-K for the year ended
December 31, 2011.

•

 Please tell us whether you or the asset manager holds title and risk of loss to physical inventory held at the storage facility during the
agreement period.

•

 We note in your response that Northern Utilities pays the asset manager for the balance of any unutilized volumes still in storage at the end of the
term of the agreement. Please explain what factors you considered in assessing this purchase obligation, as well as any other contractual obligations stated in the agreement, for derivative accounting implications.

Response #4:

 The journal entries to record the sale of inventory at contract onset to and subsequent repurchase of remaining volumes of inventory at contract expiration from the asset manager are as follows:

 Entry made to record sale of inventory

 CASH

30.00.00.00.131.10.00

XXX

 A/P – CURRENT PORTION PURCH POWER CONTRACTS

30.00.00.00.232.01.40

XXX

 (To record sale of inventory at onset of contract and recognize liability to asset
manager)

 Entry made to record repurchase of remaining volumes of inventory

 A/P – CURRENT PORTION PURCH POWER CONTRACTS

30.00.00.00.232.01.40

XXX

 CASH

30.00.00.00.131.10.00

XXX

 (To record payment made and reduction of liability to asset manager)

The Registrant notes that there is no change in the level of inventory upon the sale of inventory at contract onset to the asset manager
and subsequent repurchase of remaining

 Mr. Andrew D. Mew

 U.S. Securities and Exchange Commission

 November 19, 2012

 Page
 5

volumes of inventory at contract expiration from the asset manager, and therefore these transactions do not require a journal entry to adjust inventory. Journal entries to adjust inventory are
made as inventory is injected to and withdrawn from the storage facility during the course of the contract.

 The asset manager
holds title to the physical inventory held at the storage facility until the inventory is delivered to Northern Utilities, Inc. (“Northern Utilities”), the Company’s natural gas distribution utility subsidiary. Similarly, the asset
manager holds risk of physical loss of the inventory until the inventory is delivered to Northern Utilities. However, Northern Utilities remains obligated to purchase the inventory and therefore maintains the inventory and related obligation on its
balance sheets. A summary of the nature and activities related to the agreement are discussed in the following four paragraphs.

In order to help fulfill its gas supply obligations, 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 is equal to the price Northern Utilities would pay if it managed these injections directly. However, instead of paying
the asset manager each month for gas injected into storage, payment for this injected and stored gas is deferred. Northern Utilities pays for these injected and stored volumes of gas as it directs the asset manager to make withdrawals and deliveries
of gas to Northern Utilities for use by its customers.

 Northern Utilities pays the asset manager for the balance of any
unutilized volumes still in storage at the end of the term of the agreement. The storage and pipeline assets (e.g. contract rights) not required to withdraw and deliver supplies as requested by Northern Utilities are available for the asset manager
to utilize as they choose. This is the primary benefit to the asset manager of the transaction, for which the asset manager pays Northern Utilities a utilization fee and agrees to defer payment for the inventory as described above.

 Mr. Andrew D. Mew

 U.S. Securities and Exchange Commission

 November 19, 2012

 Page
 6

 The
Registrant assessed the asset management agreement and concluded that it did not qualify as a derivative instrument as defined in FASB ASC 85, Derivatives and Hedging, specifically FASB ASC 815-10-15-83, Definition of Derivative Instrument, which
states:

 “A derivative instrument is a financial instrument or other contract with all of the following
characteristics:

 a. ……notional amount….

b. Initial net investment….

 c. Net settlement….”

 The asset management agreement entered into
by Northern Utilities does not meet the characteristics of a derivative instrument because it does not contain a notional amount (FASB ASC 815-10-15-83-a), as the inventory amounts injected and withdrawn are not set and vary over the course of the
agreement, and because the agreement cannot be net settled (FASB ASC 815-10-15-83-b).

 Note 4: Energy Supply, page 66

5.
We note your response to comment 7 in our letter dated October 10, 2012. Please confirm our understanding that these contracts are full requirements contracts
and do not contain provisions that could establish a notional.

 Response #5:

The Registrant confirms your understanding that these contracts are full requirements contracts and do not contain provisions that could
establish a notional.

 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

 November 19, 2012

 Page
 7

 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

November 6, 2012

Via E -mail
Mark H. Collin
Chief Financial Officer
Unitil Corporation
6 Liberty Lane West
Hampton, NH 03842

Re: Unitil Corporation
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 1, 2012
File No. 001 -08858

Dear Mr. Collin :

We have reviewed your letter dated October 23, 2012  and have the following comments.
In some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the year ended December 31, 2011

Item 8. Financial Statements and Supplementary Data

Consolidated Balance Sheets, page 50

1. We note your response to comment 1 in our letter dated October 10, 2012.  In order to
enhanc e transparency, please revise to break out the Accrued Revenue line item to
separately present at a minimum both unbilled revenues and regulatory assets either on
the face of the balance sheets or in the notes to the financial statements.

Mark H. Collin
Unitil Corporation
November 6,  2012
Page 2

 Consolidated  Statements of Cash Flows, page 52

2. We note your response to comment 4 in our letter dated October 10, 2012.  Please tell us
the amount of accounts payable that relates to capital expenditures as of December 31,
2011 and 2010.

Note 1: Summary of Significa nt Accounting Policies, page 54

3. We note your response to comment 5 in our letter dated October 10, 2012.  As you
recover the cost of removal for regulated assets in rates  and have not identified an asset
retirement obligation (“ARO”) within the scope of ASC Subtopic 410 -20, please revise
or explain why a regulatory  asset or  liability has not been recorded in accordance with
ASC 980 -410-25-2 for those removal costs you reco ver through rates that are not related
to AROs within the scope of ASC Subtopic 410 -20.

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

Credit Arrangements, page 65

4. We have read your response to comment 6 in our letter dated  October 10, 2012.  Please
expand on but do not limit your response to address the following additional questions:

 We note the journal entries you provided in your response address injection and
withdrawal activity over the contract term.  Please provide the journal entries to
record the sale of inventory at contract onset to and subsequent repurchase of
remaining volumes of inventory at contract expiration from the asset manager as
described on page 65 of your Form 10 -K for the year ended December 31, 201 1.

 Please tell us whether you or the asset manager holds title and risk of loss to
physical inventory held at the storage facility during the agreement period.

 We note in your response that Northern Utilities pays the asset manager for the
balance of an y unutilized volumes still in storage at the end of the term of the
agreement.  Please explain what factors you considered in assessing this purchase
obligation, as well as any other contractual obligations stated in the agreement, for
derivative accountin g implications.

Note 4: Energy Supply, page 66

5. We note your response to comment 7 in our letter dated October 10, 2012.  Please
confirm our understanding that these contracts are full requirements contracts and do not
contain provisions that could establ ish a notional.

Mark H. Collin
Unitil Corporation
November 6,  2012
Page 3

 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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company 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.

You may contact Jarrett Torno, Staff Accountant , at (202) 551 -3703  or Donna Di Silvio,
Staff Accountant, at (202) 551 -3202 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551 -3377  with any other questions.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

CORRESP
1
filename1.htm

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

October 10, 2012

Via E -mail
Mark H. Collin
Chief Financial Officer
Unitil Corporation
6 Liberty Lane West
Hampton, NH 03842

Re: Unitil Corporation
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 1, 2012
File No. 001-08858

Dear Mr. Collin :

We have reviewed your filing s and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
response to these  comments, we may have  additional comme nts.

Form 10 -K for Fiscal Y ear 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 rec onciliations 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 o f each financial statement line item needs to be presented.  Please ensure
that the reconciliations agree to the respective financial statement line item balance.

Mark H. Collin
Unitil Corporation
October 10, 2012
Page 2

 2. We note your disclosure of Deferred Income Taxes on the Consolidated Balance Sheets
is not i ncluded 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).

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.

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.

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.

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.

Note 4: Energy Supply, p age 66

7. We note your disclosure that Fitchburg Gas and Electric Light Company enters into basic
service power supply contracts for residential, small and medium general service

Mark H. Collin
Unitil Corporation
October 10, 2012
Page 3

 customers that are 12 months in duration and provide for 50% of supply requirem ents.
We also note your disclosure that Unitil Energy Systems, Inc. enters into a series of two
one-year and two two -year contracts, each providing 25% of the total supply
requirements for the group of non -large general service accounts.  Please tell us w hat
factors you considered in evaluating these contracts for derivative accounting
implications. See FASB ASC 815, Derivatives and Hedging .

Note 5: Commitments and Contingencies, page 68

8. We note your disclosure of the divestiture of long -term power suppl y contracts through
the sale of entitlements to electricity sold under those contracts, and that all costs
associated with the divestiture are recoverable through rates.  Please explain to us how
the Energy Supply Contract Obligations line items within Cur rent Liabilities and Non -
Current Liabilities are accounted for, as well as the Energy Supply Contract Obligations
regulatory asset within the Accrued Revenue and Regulatory Assets line items.  We also
note that the combined current and non -current Energy S upply Contract Obligations
liability balance has fluctuated as follows: $23.8 million as of June 30, 2011, $25.3
million as of December 31, 2011 and $16.5 million as of June 30, 2012.  Please explain
to us the change in the balance over this period.

9. Please refer to your discussion of the Unitil Energy billing matter on page 71.  Please
explain to us in more detail the “metering issue” and tell us who discovered the issue.
Please indicate in your response the number of customers impacted, whether ther e are
potentially other customers that overpaid and the approximate amount of the billing
correction you have requested authorization to process.

Computation in Support of Ratio of Earnings to Fixed Charges, Exhibit 12.1

10. We refer you to paragraph (A) w ithin the instructions to Item 5 -03(d) of Regulation S -K.
Please tell us if an estimate of the interest within rental expense was considered in the
determination of Fixed Charges.  If it was included, please tell us where, and if not,
please explain why.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include  the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the comp any 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.

 In responding to our comments, please provide  a written statement from the c ompany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing s;

Mark H. Collin
Unitil Corporation
October 10, 2012
Page 4

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respec t to the filing s; and

 the company 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.

You may contact Jarrett Torno, Staff Accountant , at (202) 551 -3703  or Donna Di Silvio,
Staff Accountant, at (202) 551 -3202 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551 -3377  with any other questions.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

October 28, 2010
 Robert G. Schoenberger Chief Executive Officer and President Unitil Corporation  6 Liberty Lane West Hampton, New Hampshire 03842
Re: Unitil Corporation
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 10, 2010  Definitive Proxy Statement on Schedule 14A Filed March 4, 2010 File No. 001-8858

Dear Mr. Schoenberger:
 We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,
       H. Christopher Owings
Assistant Director

CORRESP
1
filename1.htm

Comment Letter

 VIA EDGAR

October 20, 2010

 Mr. H. Christopher
Owings

 Assistant Director

 United
States Securities and Exchange Commission

 Division of Corporation Finance

 Washington, D.C. 20549-0404

Re:

Unitil Corporation

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed February 10, 2010

Definitive Proxy Statement on Schedule 14A

Filed March 4, 2010

File No. 001-8858

 Dear Mr. Owings:

 Set forth below are the responses of Unitil Corporation (the “Registrant”, “Unitil” or the
“Company”) to the letter dated October 12, 2010 (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:

(i)
Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “Form 10-K”), which was filed with the Commission on February 10,
2010; and

(ii)
Definitive Proxy Statement on Schedule 14A (the “Proxy”), which was filed with the Commission on March 4, 2010.

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.

 Corporate Office

 6 Liberty Lane West

Hampton, NH 03842-1720

 Phone: 603-772-0775

 Mr. H. Christopher Owings

 U.S. Securities and Exchange Commission

 October 20, 2010

 Page
 2

 Form 10-K for the Fiscal
Year Ended December 31, 2009

 Management’s Report on Internal Control over Financial Reporting, page 85

1.
We note your response to comment four from our letter dated September 23, 2010. Please confirm whether your management concluded that your internal control over
financial reporting was effective as of the end of the period covered by the report.

 Response #1:

In addition to the Company’s response to the Commission’s comment four contained in our letter dated October 4, 2010; the Registrant
confirms that its management concluded that its internal control over financial reporting was effective as of December 31, 2009, the end of the period covered by the Company’s Annual Report on Form 10-K filed with the Commission on
February 10, 2010.

 Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 27

2.
We note in your response to comment eight from our letter dated September 23, 2010 that you use several published surveys and these surveys are confidential and
do not disclose participants by position or survey scope. However, it is unclear whether you are using the survey data for a general understanding of compensation practices or as a reference point to base compensation decisions. Please revise to
clarify your disclosure. For guidance, refer to Question 118.05 of the Division of Corporation Finance Compliance and Disclosure Interpretations (Regulation S-K), which is available on our website at www.sec.gov.

Response #2:

 The survey data referred
to in the Company’s response to the Commission’s comment eight contained in our letter dated October 4, 2010 and disclosed on page 28 of the Proxy is used for both purposes noted above: a) to gain a general understanding of
compensation practices and, b) as a reference point, or benchmark, to base compensation decisions. The survey data is used for “benchmarking” as this term is defined by the Commission in Question 118.05 of the Division of Corporation
Finance Compliance and Disclosure Interpretations (Regulation S-K). In future filings, the Registrant will clarify its disclosure regarding how survey data is used and for what purpose.

 Mr. H. Christopher Owings

 U.S. Securities and Exchange Commission

 October 20, 2010

 Page
 3

 Base Salary, page 28

3.
We note your response to comment nine from our letter dated September 23, 2010. Please confirm that you will incorporate your response to comment nine, as
appropriate, in to your future filings.

 Response #3:

 The Registrant confirms that the response to comment nine concerning base salary in our letter dated October 4, 2010 (in response to your letter dated September 23, 2010) will be incorporated,
as appropriate, into future filings.

 Performance Objectives and Measures for Incentive Compensation, page 32

4.
We note your response to comment 10 from our letter dated September 23, 2010. Please confirm that you will provide the results to your and Usource’s
Incentive Plan and Restricted Stock Plan performance objectives in future filings.

 Response #4:

The Registrant confirms that the results of its Incentive Plan and Restricted Stock Plan performance objectives for both the Company and Usource will be
included in future filings.

 Mr. H. Christopher Owings

 U.S. Securities and Exchange Commission

 October 20, 2010

 Page
 4

 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.

 The Registrant confirms that it will comply with each of the staff’s comments in all future
filings, as applicable.

 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

October 12, 2010
 Robert G. Schoenberger Chief Executive Officer and President Unitil Corporation  6 Liberty Lane West Hampton, New Hampshire 03842
Re: Unitil Corporation
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 10, 2010  Definitive Proxy Statement on Schedule 14A Filed March 4, 2010 File No. 001-8858

Dear Mr. Schoenberger:
 We have reviewed your letter dated Octobe r 4, 2010 and have the following comments.
You should comply with the comments in all futu re filings, as applicable.  Please confirm in
writing that you will do so, and also explain to us in sufficient detail for an understanding of the
disclosure how you intend to comply by pr oviding us with your proposed revisions.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended December 31, 2009

 Management’s Report on Internal Cont rol over Financial Reporting, page 85

 1. We note your response to comment four from  our letter dated September 23, 2010.  Please
confirm whether your management concluded that your internal control over financial
reporting was effective as of the end of  the period covered by the report.

Robert G. Schoenberger
Unitil, Inc.  October 12, 2010 Page 2

Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 27

 Risk and Broad-Based Comp ensation Programs, page 16

 2. We note in your response to comment eight from our letter dated September 23, 2010 that
you use several published surveys and these su rveys are confidential and do not disclose
participants by position or survey scope.  Howe ver, it is unclear whether you are using the
survey data for a general understanding of comp ensation practices or as a reference point to
base compensation decisions.  Please revise to clarify your disclosure.  For guidance, refer to
Question 118.05 of the Division of Corporat ion Finance Compliance and Disclosure
Interpretations (Regulation S-K), wh ich is available on our website at www.sec.gov
.
 Base Salary, page 28

 3. We note your response to comment nine from  our letter dated September 23, 2010.  Please
confirm that you will incorporate your response to  comment nine, as appropriate, in to your
future filings.
 Performance Objectives and Measures  for Incentive Compensation, page 32

4. We note your response to comment 10 from our letter dated September 23, 2010.  Please
confirm that you will provide the results to your  and USource’s Incentive Plan and Restricted
Stock Plan performance objectives in future filings.

Please contact Robert Errett, Staff Attorn ey at (202) 551-3225 or Brigitte Lippmann,
Special Counsel at (202) 551-3713 or me  at (202) 551-3720 with any questions.

Sincerely,
       H. Christopher Owings
Assistant Director

CORRESP
1
filename1.htm

Correspondence

 VIA EDGAR

October 4, 2010

 H. Christopher Owings

 Assistant Director

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Washington, D.C. 20549-0404

Re:
Unitil Corporation

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed February 10, 2010

Definitive Proxy Statement on Schedule 14A

Filed March 4, 2010

Forms 10-Q for the Fiscal Quarters Ended March 31, 2010 and June 30, 2010

Filed April 27, 2010 and July 27, 2010

File No. 001-8858

Dear Mr. Owings:

 Set
forth below are the responses of Unitil Corporation (the “Registrant”, “Unitil” or the “Company”) to the letter dated September 23, 2010 (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:

(i)
Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “Form 10-K”), which was filed with the Commission on February 10,
2010;

(ii)
Definitive Proxy Statement on Schedule 14A (the “Proxy”), which was filed with the Commission on March 4, 2010; and

(iii)
Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2010 and June 30, 2010, which were filed with the Commission on April 27, 2010 and
July 27, 2010.

 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.

 Corporate Office

6 Liberty Lane West

 Hampton, NH 03842-1720

 Phone: 603-772-0775

 Mr. H. Christopher Owings

U.S. Securities and Exchange Commission

 October
4, 2010

 Page 2

 Form 10-K for the Fiscal Year Ended December 31, 2009

Item 7, Management’s Discussion and Analysis of Financial Condition, page 22

Liquidity, Commitments and Capital Requirements, page 30

Sources of Capital, page 30

1.
Please disclose the amount of total credit that remained available to you under your revolving credit facility as of December 31, 2009 and June 30, 2010.
Please disclose when your revolving credit agreement is set to expire.

 Response #1:

Noted and agreed. The total credit that remained available to the Registrant under its revolving credit facility was $15.5 million as of December 31,
2009 and $55.4 million as of June 30, 2010. The revolving credit facility is set to expire on October 12, 2010.

 In future filings,
in the Liquidity, Commitments and Capital Requirements section of Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Registrant will disclose the amount of total credit that remained available to it at
the end of the reporting periods and the scheduled expiration date of its revolving credit facilities. Also, the Registrant may provide a cross reference to the “Credit Arrangements” Note to the Consolidated Financial Statements, where the
Registrant has previously disclosed (i) the outstanding amount under its revolving credit facility; (ii) the total amount of its revolving credit facility; and (iii) the term and effective date of its revolving credit facility.

 Item 9A. Controls and Procedures, page 85

Disclosure Controls and Procedures, page 85

2.
Your management’s conclusion regarding the effectiveness of your disclosure controls and procedures was as of December 31, 2008 rather than as of
December 31, 2009. Please confirm that your management’s conclusion regarding the effectiveness of your disclosure controls and procedures was to be for the period covered by your Form 10-K for the fiscal year ended December 31, 2009
and not for the fiscal year ended December 31, 2008.

 Response #2:

Noted and agreed. The Registrant confirms that management’s conclusion regarding the effectiveness of the Company’s disclosure controls and
procedures was for the period covered by its Form 10-K for the fiscal year ended December 31, 2009 and not for the fiscal year ended December 31, 2008. This was an inadvertent typographical error.

 Mr. H. Christopher Owings

U.S. Securities and Exchange Commission

 October
4, 2010

 Page 3

 Management’s Report on Internal Control over Financial Reporting, page 85

3.
We note that in the second paragraph you provide a summarized definition of Internal Controls over Financial Reporting, which does not appear to track the
definition, provided in Exchange Act Rule 13a-15(f). As such, please revise to provide the entire definition of Internal Control over Financial Reporting as defined in Exchange Act Rule 13a-15(f). Alternatively, you may simply refer readers to the
definition of Internal Control over Financial Reporting provided in Exchange Act Rule 13a-15(f).

 Response #3:

 Noted and agreed. The Registrant notes that the first paragraph of Management’s Report on Internal Control over Financial Reporting
on page 85 of its Form 10-K for the year ended December 31, 2009 includes the text “…internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).” Nevertheless, the
Registrant will omit the summarized definition of Internal Control over Financial Reporting and refer readers to the definition in Rule 13a-15(f) in future filings.

4.
You state that “management believes the Company’s internal control over financial reporting is designed and operating effectively as of December 31,
2009.” Please revise to state, if true, that your management concluded that your internal control over financial reporting was effective as of the end of the period covered by the report, rather than stating they “believe” that your
internal control over financial reporting “is designed and operating effectively.”

 Response #4:

 Noted and agreed. The Registrant will revise its statement in its Management Report on Internal Control over Financial Reporting in future
filings to state, if true, that its management concluded that its internal control over financial reporting was effective as of the end of the period covered by the report.

Item 15. Exhibits and Financial Statement Schedules, page 88

5.
It appears that you have not provided the schedules and/or exhibits to Exhibit 10.14 Credit Agreement between Unitil Corporation and Bank of American dated
November 26, 2008 and Exhibit 10.17 Credit Agreement between Unitil Corporation and Royal Bank of Canada dated December 1, 2008. Please refile the complete credit agreements, including all schedules and exhibits with your next periodic
report.

 Response #5:

Noted and agreed. On December 3, 2008, the Registrant filed with the Commission, as exhibits to the Registrant’s Current Report on Form 8-K, the
Credit Agreement between Unitil Corporation and Bank of America (as Administrative Agent and Lender) and Other Lenders dated November 26, 2008 (the “Revolving Credit Agreement”) and the Credit Agreement between Unitil Corporation and
Royal Bank of Canada dated December 1, 2008 (the “Bridge

 Mr. H. Christopher Owings

U.S. Securities and Exchange Commission

 October
4, 2010

 Page 4

Financing Credit Agreement”). However, the Registrant did not include the ancillary schedules and exhibits related to those agreements.

The Registrant used the Bridge Financing Credit Agreement in connection with its acquisitions of Northern Utilities, Inc. and Granite State Gas
Transmission, Inc. The Registrant repaid the Bridge Financing Credit Agreement in full in May of 2009. The Registrant proposes that it not file the complete Bridge Financing Credit Agreement with its next periodic filing because the agreement is no
longer in effect.

 The Revolving Credit Agreement, as amended, will expire on October 12, 2010, which is prior to the Company’s next
periodic report. Prior to this expiration date, the Company expects to enter into an amendment that will establish a new term for the Revolving Credit Agreement. The Registrant proposes to file the amendment and the complete Revolving Credit
Agreement as exhibits to a Current Report on Form 8-K following the execution of the amendment.

 Definitive Proxy Statement on Schedule
14A

 Compensation Committee Operations, page 15

6.
Please describe the nature and scope of Towers Perrin’s engagement and any material elements of the instructions or directions given to Towers Perrin with
respect to the performance of their duties under the engagement. Please refer to Item 407(e)(3)(iii) of Regulations S-K.

Response #6:

 In 2009, the Compensation
Committee of the Registrant engaged Towers Perrin (now Towers Watson) to perform work of the following nature and scope:

1)
Competitive assessment of non-union cash compensation for 150 jobs in the general employee population – including cash compensation, appropriateness of salary
structure, and analysis of incentive targets.

2)
Review of broad-based benefit program design to ensure competitiveness of total compensation.

3)
Review of outside directors’ compensation.

4)
Detailed review of compensation for executives, including named executive officers – including definition of competitive marketplace and peer group, assessment of
competitiveness and mix of total compensation, appropriateness of cash and equity incentive programs, and competitiveness of key benefit programs.

Within the scope of work identified above, Towers Perrin’s final report included an analysis of the Company’s compensation as it relates to and
supports the Company’s business strategy, as well as program assessment and design modification, as appropriate, and a recommended schedule of implementation, as appropriate.

 Mr. H. Christopher Owings

U.S. Securities and Exchange Commission

 October
4, 2010

 Page 5

 In future filings, the Company will include the specific details of the scope of the engagement of
compensation consultants and any material elements of the instructions or directions given to said consultants, as required by Item 407(e)(3)(iii) of Regulation S-K.

Risk and Broad-Based Compensation Programs, page 16

7.
We note your disclosure in response to Item 402(s) of Regulations S-K. Please describe to us the process you undertook to reach the conclusion that disclosure
is not necessary.

 Response #7:

The Compensation Committee (“Committee”) of the Registrant met in September 2009 to review and evaluate the Company’s compensation policies
and practices, including the Company’s Incentive Plan performance metrics, variable and non-variable pay mix, and limited non-performance payouts, in connection with the new proxy disclosure rules, which had been proposed by the Securities and
Exchange Commission in July 2009.

 The Committee concluded, and management agreed, that the risks arising from the Company’s compensation
policies and practices were not reasonably likely to have a material adverse effect on the Company because (a) the Company’s compensation program is designed to be balanced and not motivate imprudent or excessive risk taking by executive
officers or other employees, (b) the Company does not use incentives that encourage short-term, high risk strategies at the expense of long-term performance and value, (c) the Committee has significant discretion in its determination of
incentive compensation awards, (d) the Committee considers distinct quantitative factors with regard to incentive compensation, (e) the Committee considers qualitative factors, such as the difficulty of achieving goals and challenges faced
during the year, to encourage employees and executive officers to consider and balance all aspects of the Company’s strategic plan, both short and long term, and (f) variable and non-variable pay mix is proportionally weighted for
executive officers and all employees.

 Compensation Discussion and Analysis, page 27

8.
We note that Towers Perrin provided you executive compensation information for comparable companies found in various Towers Perrin reports, which are listed on page
28. It appears that you used the information Towers Perrin provided to you about these companies to set the pay of your executive officers. Please disclose which companies you benchmarked your executive compensation against. Please refer to
Item 402(b)(2)(xiv) of Regulation S-K.

 Response #8:

To assess the competitiveness of market pay for executive compensation as a whole, Towers Perrin used two forms of data for analysis:

1)
Proxy-based compensation analysis — publicly-available proxy filings for the following organizations:

 Mr. H. Christopher Owings

U.S. Securities and Exchange Commission

 October
4, 2010

 Page 6

 Allete, Black Hills Corp., Central Vermont Public Service Corp., CH Energy Group,
Chesapeake Utilities Corp., Cleco Corp., DPL., El Paso Electric, Empire District Electric, Florida Public Utilities, IDACORP, ITC Holdings, MGE Energy, Northwest Natural Gas, RGC Resources, South Jersey Industries, Southwestern Energy, UIL Holdings,
UniSource Energy.

2)
Published survey-based analysis — published surveys as listed on page 28 of the Proxy. Due to confidentiality of the surveys, they do not disclose participants by
position or survey scope criteria. All data were size-adjusted using revenue or employee regression or scope parameters.

 In
future filings, the Company will include the names of all companies against which executive compensation is benchmarked, as required by Item 402(b)(2)(xiv).

Base Salary, page 28

9.
We note that when setting the salary of executives and whether they receive merit increases to their salary you consider their individual performance. Please
describe the elements of individual performance that you consider when setting an executive’s salary and when you are deciding whether to award a merit increase.

Response #9:

 The Company sets salary
ranges for every position based upon comparative salary data provided by Towers Perrin. The midpoint (or middle) of the salary range is set at the median level when compared to similar positions at other utility companies. In relation to each
executive officer, base pay is set within the salary range based upon individual performance relative to individual annual goals. This same process is used for both executive and non-executive positions. The elements of individual performance differ
depending on the individual position, but include: quality and accuracy of work; successful completion of established goals; ability to initiate creative solutions; adaptability to change; and impact on performance of the Company.

The elements of individual performance that are considered regarding the award of a merit increase are essentially the quality and quantity of work
performed and results achieved under individual established goals for the year, as noted above. Each position in the Company, including all executive officer positions, has a job description that outlines the accountabilities and competencies
required. As stated on Page 29 of the Registrant’s Proxy, merit increases are considered at the end of the year based on the evaluation of each person’s performance as related to each accountability listed in the individual job
description, as well as the achievement of individual goals established at the beginning of the year.

 Mr. H. Christopher Owings

U.S. Securities and Exchange Commission

 October
4, 2010

 Page 7

 Performance Objectives and Measures for Incentive Compensation, page 32

10.
Please provide the results of your 2009 performance objectives applicable to your Incentive Plan and Restricted Stock Plan.

Response #10:

 The results of the 2009
performance objectives applicable to the Registrant’s Incentive Plan and Restricted Stock Plan are listed below.

 Objective 2009

 Measure

Result

Weight

 Earnings Per Share (“EPS”)

the achievement of a stipulated level of EPS

 Minimum—approved budget EPS minus $0.10

Target—approved budget EPS

Maximum—approved budget EPS plus $0.10

Below
Minimum

25
%

 Three-Year Average Return on Equity

the achievement of average three-year return on equity measured against same average thr

September 23, 2010
 Robert G. Schoenberger Chief Executive Officer and President Unitil Corporation  6 Liberty Lane West Hampton, New Hampshire 03842
Re: Unitil Corporation
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 10, 2010  Definitive Proxy Statement on Schedule 14A Filed March 4, 2010 Forms 10-Q for the Fiscal Quarters Ended March 31, 2010 and June 30, 2010  Filed April 27, 2010 and July 27, 2010  File No. 001-8858

Dear Mr. Schoenberger:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  Please confirm in writing that you w ill do so, and also explain to us in sufficient
detail for an understanding of the disclosure how  you intend to comply by  providing us with your
proposed revisions

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Robert G. Schoenberger
Unitil, Inc.  September 23, 2010 Page 2

Form 10-K for the Fiscal Year Ended December 31, 2009

 Item 7. Management’s Discussion and Anal ysis of Financial Condition…, page 22

 Liquidity, Commitments and Ca pital Requirements, page 30

 Sources of Capital, page 30

 1. Please disclose the amount of total credit th at remained available to you under your revolving
credit facility as of December 31, 2009 a nd June 30, 2010.  Please disclose when your
revolving credit agreement is set to expire.
  Item 9A. Controls and Procedures, page 85

 Disclosure Controls and Procedures, page 85

 2. Your management’s conclusion regarding the e ffectiveness of your disclosure controls and
procedures was as of December 31, 2008 rath er than as of December 31, 2009.  Please
confirm that your management’s conclusion rega rding the effectivene ss of your disclosure
controls and procedures was to be for the pe riod covered by your Form 10-K for the fiscal
year ended December 31, 2009 and not for the fiscal year ended December 31, 2008.

Management’s Report on Internal Cont rol over Financial Reporting, page 85

 3. We note that in the second paragraph you pr ovide a summarized definition of Internal
Controls over Financial Reporting, which does not  appear to track the definition, provided in
Exchange Act Rule 13a-15(f).  As such, pleas e revise to provide the entire definition of
Internal Controls over Financ ial Reporting as defined in Ex change Act Rule 13a-15(f).
Alternatively, you may simply refer to readers to  the definition of Inte rnal Controls over
Financial Reporting provided in Exchange Act Rule 13a-15(f).
4. You state that “management believes the Compa ny’s internal control over financial reporting
is designed and operating effectively as of December 31, 2009.”  Please re vise to state, if
true, that your management concluded that you r internal control over financial reporting was
effective as of the end of the period covered by the report, rather than stating they “believe”
that your internal control over financial repo rting “is designed and operating effectively.”
 Item 15. Exhibits and Financia l Statement Schedules, page 88

 5. It appears that you have not provided the schedules and/or exhibits to Exhibit 10.14 credit
Agreement between Unitil Corporation and Bank of American dated November 26, 2008 and Exhibit 10.17 Credit Agreement between Uniti l Corporation and Royal Bank of Canada
dated December 1, 2008.  Please refile the co mplete credit agreements, including all
schedules and exhibits with your next periodic report.

Robert G. Schoenberger
Unitil, Inc.  September 23, 2010 Page 3

Definitive Proxy Statement on Schedule 14A

 Compensation Committee Operations, page 15

6. Please describe the nature and scope of To wers Perrin’s engagement and any material
elements of the instructions or directions given to Towers Perrin with respect to the
performance of their duties under the engagement .  Please refer to Item 407(e)(3)(iii) of
Regulation S-K.
 Risk and Broad-Based Comp ensation Programs, page 16

 7. We note your disclosure in response to Item 402(s)  of Regulation S-K.  Please describe to us
the process you undertook to reach the conclusion that disclosure is not necessary.
 Compensation Discussion and Analysis, page 27

 Compensation Policy & Process, page 27

 8. We note that Towers Perrin provided you executive compensation information for
comparable companies found in various Towers  Perrin reports, which are listed on page 28.
It appears that you used the information Towers Perrin provided to you about these
companies to set the pay of your executive o fficers.  Please disclose which companies you
benchmarked your executive compensation agains t.  Please refer to Item 402(b)(2)(xiv) of
Regulation S-K
 Base Salary, page 28

 9. We note that when setting the salary of executives and whethe r they receive merit increases
to their salary you consider their individual pe rformance.  Please describe the elements of
individual performance that you consider when  setting an executive’s salary and when you
are deciding whether to award a merit increase.
Performance Objectives and Measures  for Incentive Compensation, page 32

 10. Please provide the results of your 2009 performa nce objectives applicable to your Incentive
Plan and Restricted Stock Plan.
  Forms 10-Q for the Fiscal Quarters Ended March 31, 2010 and June 30, 2010

 11. We note that your disclosure regarding the e ffectiveness of your disclosure controls and
procedures in your Forms 10-Q for the fis cal quarters ended March 31, 2010 and June 30,
2010 differ from the disclosure controls and proc edures disclosure found in your Form 10-K.
In this regard, we note that your Forms 10-Q states that your manage ment concluded that
your disclosure controls and procedures “are e ffective in timely alerting them to material
information relating to the Company required to  be included in the Company’s periodic SEC
filings.”  Your management’s conclusion regard ing your disclosure controls and procedures

Robert G. Schoenberger
Unitil, Inc.  September 23, 2010 Page 4

appears to encompass only a portion of the defi nition of disclosure controls and procedures
as provided in Rule 13a-15(d).  Please revi se to provide your mana gement’s conclusion
regarding the effectiven ess of your disclosure controls a nd procedures as defined by Rule
13a-15(d).  Please also note that disclosure controls and procedures include the
communication of all information to management , not just “material” information.  Please
confirm that you will omit the word “material”  from future filings.  Alternatively, you may
simply omit the definition of di sclosure controls and procedur es from your disclosure and
only provide your management’s conclusion rega rding the effectivene ss of your disclosure
controls and procedures.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

Please contact Robert Errett, Staff Attorn ey at (202) 551-3225 or Brigitte Lippmann,
Special Counsel at (202) 551-3713 or me  at (202) 551-3720 with any questions.

Sincerely,
       H. Christopher Owings
Assistant Director

Mail Stop 3561
       May 16, 2008

By U.S. Mail

 Mark Collin
Chief Financial Officer Unitil Corporation 6 Liberty Lane West Hampton, New Hampshire 03842-1720
  RE: Unitil Corporation
   File No. 1-8858
   Form 10-K for the year ended December 31, 2007    Filed on February 12, 2008
Dear Mr. Collin:
  We have completed our review of your Form 10-K and related filings and have no
further comments at this time.          S i n c e r e l y ,        Michael Moran
  Branch Chief Accountant

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VIA EDGAR

April 24, 2008

Mr. Michael Moran
Branch Chief Accountant
United States Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C.  20549-0404

Re:  Unitil Corporation
     Form 10-K for the year ended December 31, 2007
     Filed February 12, 2008
     File No. 001-08858

Dear Mr. Moran:

     Set forth below are the responses of Unitil Corporation (the "Registrant",
"Unitil" or the "Company") to the letter dated April 10, 2008 (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 (the "Form 10-K"), which was filed with
the Commission on February 12, 2008.

     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.

<PAGE>

Mr. Michael Moran
U.S. Securities and Exchange Commission
April 24, 2008
Page 2

Contractual Obligations, page 28
--------------------------------

  1.  Please revise your table of contractual obligations to include your
      estimated interest payments on debt and planned funding of pension and
      postretirement benefit plans. Refer to Item 303 (a) (5) of Regulation S-K.

  Response #1:
  ------------
  Item 303(a)(5) of Regulation S-K requires tabular disclosure, as of the latest
  fiscal year end balance sheet date, of a registrant's known contractual
  obligations related to the following:
          o  Long-Term Debt Obligations
          o  Capital Lease Obligations
          o  Operating Lease Obligations
          o  Purchase Obligations
          o  Other Long-Term Liabilities Reflected on the Registrant's Balance
             Sheet under GAAP

The Registrant is mindful of its obligation to disclose its estimated interest
payments on long-term debt in its Contractual Obligations tabular disclosure and
proposes to include such payments in future filings on Form 10-K.

The Registrant notes that future funding for pension and postretirement benefit
plans is based on a number of factors, including stock market performance,
interest rates, actuarial assumptions, regulatory orders and pension laws.
Moreover, pension plan and postretirement benefit plan funding is subject to a
high degree of management discretion within a wide range of minimum and maximum
funding requirements and/or targets which are typically re-determined annually
by management at the beginning of each plan year. As a result, the Registrant
believes that long-term projections of funding for pension and postretirement
benefit plans in Registrants Contractual Obligations tabular disclosure is not
practicable. However, the Registrant does disclose, in the Benefit Plan Funding
section on page 28 of Part II, Item 7 of the Registrant's Annual Report on Form
10-K for the year ended December 31, 2007, that "the Company and its
subsidiaries expect to continue to make contributions to its pension plan and
the Voluntary Employee Benefit Trusts in future years in amounts consistent with
the amounts recovered in retail distribution utility rates for these other
postretirement benefit costs." Additionally, the Registrant, in the "Retirement
Benefit Obligations" Note in its periodic filings on Form 10-Q, discloses
funding of its pension and postretirement benefits for the year to date period
and expected funding for the remainder of such year. The Registrant proposes to
continue this disclosure in its periodic reports and to also disclose its
planned funding of pension and postretirement benefits for the immediately
subsequent year.

Critical Accounting Policies, page 32
-------------------------------------

  2.  Please revise your disclosures to include sensitivity analysis and other
      quantitative information when it is reasonably available. You should
      address the questions that arise once the critical accounting estimate or
      assumption has been identified, by analyzing, to the extent material, such
      factors as how you arrived at the estimate, how accurate the
      estimate/assumption has been in the past, how much the estimate/assumption
      has changed in the past, and whether the estimate/assumption

<PAGE>

Mr. Michael Moran
U.S. Securities and Exchange Commission
April 24, 2008
Page 3

      is reasonably likely to change in the future. For additional guidance,
      refer to Item 303 of Regulation S-K as well as section five of the
      Commission's Interpretive Release on Management's Discussion and Analysis
      of Financial Condition and Results of Operation which is located on our
      website at: http://www.sec.gov/rules/interp/33-8350.htm.

Response #2:
------------
Item 303 of Regulation S-K and section five of the Commission's Interpretive
Release on Management's Discussion and Analysis of Financial Condition and
Results of Operation ("MD&A") state that registrants should provide disclosure
about critical accounting estimates and assumptions in their MD&A. Specifically,
these disclosures should provide greater insight into the quality and
variability of information regarding the registrant's financial condition and
operating performance, including sensitivity analysis and other quantitative
information when it is reasonably available.

The Registrant proposes to improve its disclosures in future periodic reports to
include sensitivity analysis and other quantitative information when it is
reasonably available and by indicating, to the extent material, how we arrived
at the estimate, whether assumptions used historically have proven to be
reasonably accurate, how much the estimate/assumption has changed in the past,
and whether the estimate/assumption is reasonably likely to change in the
future.

Note1:  Summary of Significant Accounting Policies, page 43
-----------------------------------------------------------
Regulatory Accounting, page 43
------------------------------

  3.  We noted your disclosure, "the Company is currently receiving or being
      credited with a return on primarily all of its regulated assets for which
      a cash outflow has been made." Please revise future disclosure to
      explicitly list any regulatory assets not earning a return and the
      recovery period for such assets. Refer to paragraph 20 of SFAS no. 71.

Response #3:
------------
Paragraph 20 SFAS No. 71 states: "In some cases, a regulator may permit an
enterprise to include a cost that would be charged to expense by an unregulated
enterprise as an allowable cost over a period of time by amortizing that cost
for rate-making purposes, but the regulator does not include the unrecovered
amount in the rate base. That procedure does not provide a return on investment
during the recovery period. If recovery of such major costs is provided without
a return on investment during the recovery period, the enterprise shall disclose
the remaining amounts of such assets and the remaining recovery period
applicable to them."

The Registrant is mindful of its obligation under paragraph 20 of SFAS No. 71 to
report the amounts and remaining recovery periods associated with regulatory
assets that would have otherwise been charged to expense and are not earning a
return on investment. The Registrant has reviewed its current regulatory assets
and does not believe that it has any major cost associated with regulatory
assets that require the disclosure prescribed in paragraph 20 of SFAS No. 71.
However, if the Registrant does record such regulatory assets in the future, we
will provide the disclosures prescribed in paragraph 20 of SFAS No. 71. In
addition, the

<PAGE>

Mr. Michael Moran
U.S. Securities and Exchange Commission
April 24, 2008
Page 4

Registrant will clarify its future disclosures on regulatory assets to indicate
that the Registrant receives a return on investment "on its regulated assets for
which a cash outflow has been made."

Income Taxes, page 47
---------------------

  4.  EITF Issue no. 06-3 was effective for interim and annual reporting periods
      beginning after December 15, 2006. Please disclose your accounting policy
      with respect to the presentation of income taxes collected on behalf of
      governmental authorities.

Response #4:
------------
EITF Issue No. 06-3 requires registrants to disclose their accounting policy
with respect to the presentation of certain taxes, including sales, use, value
added, and some excise taxes on the registrant's financial statements. The
Registrant assumes that the reviewer's reference in Comment #4 was to the
collection of these types of taxes, in addition to income taxes.

The Registrant does not collect income taxes on behalf of governmental
authorities but does collect sales tax in Massachusetts and consumption tax in
New Hampshire on behalf of governmental authorities. The Registrant proposes to
include the following subheading and text in future filings on Form 10-K in Note
1, Summary of Significant Accounting Policies:

"Sales and Consumption Taxes - The Company bills its customers sales tax in
Massachusetts and consumption tax in New Hampshire. These taxes are remitted to
the appropriate departments of revenue in each state and are excluded from
revenues on the Company's Consolidated Statements of Earnings."

Note2:  Equity, page 47
-----------------------
Unitil Corporation Key Employee Stock Option Plan, page 49
----------------------------------------------------------

  5.  We note stock options had accrued and earned dividend equivalents. Please
      tell us how you reflected such dividend protection in calculating the fair
      value of options and compensation expense recorded. Refer to the guidance
      in A34 through A37 and B90 through B93 of SFAS no. 123R. Lastly, explain
      your consideration of paragraph A37 of Statement 123R which indicates that
      dividend equivalents paid to employees on the portion of an award of
      equity shares or other equity instruments that vests shall be charged to
      retained earnings.

Response #5:
------------
Paragraphs A34 through A37 and B90 through B93 of SFAS No. 123(R) provide
guidance regarding dividend protection in calculating the fair value of options
and the related compensation expense. Specifically, paragraph A36 states that in
using an option-pricing model to estimate the fair value of a share option,
"...dividend protection may take a variety of forms and shall be appropriately
reflected in estimating the fair value of an option".

The Registrant, in determining the fair value of options under the Unitil
Corporation Key Employee Stock Option Plan ("KESOP") when it was implemented,
employed the Black-Scholes

<PAGE>

Mr. Michael Moran
U.S. Securities and Exchange Commission
April 24, 2008
Page 5

option-pricing model. One of the inputs to this model is "Yield Rate" which
represents the annual dividend rate as a percentage of the market price of the
stock at grant date. For this input, the Company assumed its annual dividend
yield. Accordingly, the Registrant then calculated the fair value of dividend
equivalents and recorded the corresponding compensation expense for the dividend
equivalents upon each dividend declaration date.

As a result, compensation cost associated with dividend equivalents was charged
to Retained Earnings upon each dividend declaration date, in accordance with
paragraph A37 of SFAS No. 123(R).

The Registrant notes that as of December 31, 2007 there are no options remaining
under the KESOP and all accounting for KESOP has ceased as the plan has expired.

  6.  If applicable, please disclose any compensation cost capitalized. See
      paragraph A240.g(1)(b) of SFAS no. 123R.

Response #6:
------------
Paragraph A240.g(1)(b) of SFAS No. 123R requires the registrant, for share-based
payment arrangements, to disclose the total compensation cost capitalized as
part of an asset.

Accordingly, the Registrant will improve its future disclosures to disclose in
its periodic reports any compensation cost capitalized associated with
share-based payment arrangements.

Item 9A.  Controls and Procedures, page 67
------------------------------------------

  7.  Please revise your future controls and procedures discussion to disclose
      any change in the Company's internal control over financial reporting
      identified in connection with the evaluation that occurred during the
      Company's last fiscal quarter. Refer to Item 308(c) of Regulation S-K.

Response #7:
------------
Item 308(c) of Regulation S-K requires the reporting entity, in Management's
Report on Internal Control over Financial Reporting, to disclose any change in
the registrant's internal control over financial reporting identified in
connection with the evaluation required by paragraph (d) of ss.240.13a-15 or
ss.240.15d-15 of the rules promulgated under the Securities Exchange Act of 1934
that occurred during the registrant's last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the registrant's
internal control over financial reporting.

The Registrant will revise its future controls and procedures discussion in its
periodic reports to disclose any change in the Company's internal control over
financial reporting identified in connection with the evaluation that occurred
during the Company's last fiscal quarter. Please note that there have been no
such changes since the requirement to include this discussion in periodic
reports became effective.

<PAGE>

Mr. Michael Moran
U.S. Securities and Exchange Commission
April 24, 2008
Page 6

The Registrant acknowledges that:

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

   o   staff comments or changes to disclosure in response to staff comments do
       not foreclose the Commission from taking any action with respect to the
       filing; and

   o   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.

If you have any questions regarding these responses, please direct them to Mark
H. Collin, Senior Vice President, Chief Financial Officer & Treasurer, at (603)
773-6612, or in his absence, Laurence M. Brock, Controller & Chief Accounting
Officer, at (603) 773-6510. Any questions regarding accounting issues may be
directed to 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

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
     April 10, 2008
 By Facsimile and U.S. Mail

 Mark Collin Chief Financial Officer Unitil Corporation 6 Liberty Lane West Hampton, New Hampshire 03842-1720
  RE: Unitil Corporation
   File No. 1-8858
   Form 10-K for the year ended December 31, 2007    Filed on February 12, 2008
Dear Mr. Collin:

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  Please be as detailed as necessary in your explanation.   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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Contractual Obligations, page 28

Mr. Mark Collin
Unitil Corporation
Page 2
1. Please revise your table of contractual obligations to include your estimated interest payments on debt and planned funding of pension and postretirement benefit plans.  Refer to Item 303 (a) (5) of Regulation S-K.
 Critical Accounting Policies, page 32

2. Please revise your disclosures to include sensitivity analysis and other quantitative information when it is reasonably available.  You should address the questions that arise once the critical accounting estimate or assumption has been identified, by analyzing, to the extent material, such factors as how you arrived at the estimate, how accurate the estimate/assumption has been in the past, how much the estimate/assumption has changed in the past, and whether the estimate/assumption is reasonably likely to change in the future. For additional guidance, refer to Item 303 of Regulation S-K as well as section five of the Commission’s Interpretive Release on Management’s Discussion and Analysis of Financial Condition and Results of Operation which is located on our website at: http://www.sec.gov/rules/interp/33-8350.htm
.

Note 1: Summary of Significant Accounting Policies, page 43
Regulatory Accounting, page 43
3. We noted your disclosure, “the Company is currently receiving or being credited
with a return on primarily  all of its regulated assets for which a cash outflow has
been made.”  Please revise future disclosure to explicitly list any regulatory assets not earning a return and the recovery period for such assets.  Refer to paragraph 20 of SFAS no. 71.

Income Taxes, page 47

4. EITF Issue no. 06-3 was effective for interim and annual reporting periods
beginning after December 15, 2006.  Please disclose your accounting policy with respect to the presentation of income taxes collected on behalf of governmental authorities.

Note 2: Equity, page 47

Unitil Corporation Key Employee Stock Option Plan, page 49
5. We note stock options had accrued and earned dividend equivalents.  Please tell
us how you reflected such dividend protection in calculating the fair value of options and compensation expense recorded.  Refer to the guidance in A35 through A37 and B90 through B93 of SFAS no. 123R.  Lastly, explain your consideration of paragraph A37 of Stat ement 123R which indicates that dividend

Mr. Mark Collin
Unitil Corporation
Page 3
equivalents paid to employees on the portion of an award of equity shares or other equity instruments that vests shall be charged to retained earnings .

6. If applicable, please disclose any compensation cost capitalized.  See paragraph A240.g(1)(b) of SFAS no. 123R.

Item 9A. Controls and Procedures, page 67

7. Please revise your future controls and procedures discussion to disclose any
change in the Company’s internal control over financial reporting identified in connection with the evaluation that occurred during the Company’s last fiscal quarter.  Refer to Item 308 (c) of Regulation S-K.
    Please respond to these comments within 10 business days or tell us when you will provide us with a response.  Please furnish a letter with your responses to our comments and provide any requested supplemental information.  Please understand that we may have additional comments after reviewing your responses to our comments.  Please file your response letter on EDGAR as a correspondence file.     We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing 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.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

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

Mr. Mark Collin
Unitil Corporation  Page 4
    If you have any questions regarding these comments, please direct them to Robert Babula, Staff Accountant, at (202) 551-3339 or , Donna DiSilvio, Review Accountant, or
in their absence, to the undersigned at (202) 551-3841.      Sincerely,
            Michael Moran
  Branch Chief Accountant

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE
         Mail Stop 3561

							April 21, 2006

Mr. Mark H. Collin
Unitil Corporation
6 Liberty Lane West
Hampton, NH 03842-1720

Re:	Unitil Corporation
      Form 10-K for the fiscal year ended December 31, 2005
      Filed February 22, 2006
      File No. 001-08858

Dear Mr. Collin:

      We have completed our review of your Form 10-K and have no
further comments at this time.

		Sincerely,

		James Allegretto
		Senior Assistant Chief Accountant

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April 20, 2006

Mr. James Allegretto
Senior Assistant Chief Accountant
United States Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C.  20549-0404

Re:  Unitil Corporation
     Form 10-K for the calendar year ended December 31, 2005
     Filed February 22, 2006
     File No. 001-08858

Dear Mr. Allegretto:

          Set forth below are the responses of Unitil Corporation (the
"Registrant", "Unitil" or the "Company") to the letter dated March 31, 2006 (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 (the "Form 10-K"), which was filed
with the Commission on February 22, 2006.

          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.

Corporate Office
----------------

6 Liberty Lane West
Hampton, NH  03842-1720

Phone:  603-722-0775

<PAGE>

Mr. James Allegretto
U.S. Securities and Exchange Commission
April 20, 2006
Page 2

Item 7 Management's Discussion and Analysis
--------------------------------------------

     1.  Therm Sales, page 23
     ------------------------

     We note from the table provided on page 23 that firm therm sales decreased
     in 2004 compared to 2003. We also note that in 2004 and 2003 revenue per
     firm therm was $1.24 and $1.15, an increase of 7.8% when comparing 2004 to
     2003. Please explain to us how therm sales decreased and revenue per therm
     increased.

     Response #1:
     -----------
     On a revenue per firm therm basis, the increase of 7.8% in 2004 from 2003
     is attributable to increases in the following components of Total Firm Gas
     Revenue: a) Purchased Gas Revenue, b) Gross Gas Sales Margin, also commonly
     referred to as Base Revenue and c) Conservation and Load Management
     Revenue. Total Firm Gas Revenue per therm increased in 2004 compared to
     2003 due to higher rates billed to customers under each of these revenue
     components. These increases in rates more than offset the impact of a
     decrease in therm sales volumes in the period as discussed below:

     a)   Higher Purchased Gas revenue represents 4.9% of the increase in
          revenue per therm and is due to an increase in the Cost of Gas
          Adjustment Charge rate to recover increased gas commodity prices in
          2004 compared to 2003. Gas commodity prices increased 17.9% in 2004
          compared to 2003.

     b)   Higher Gross Gas Sales Margin represents 2.1% of the increase in
          revenue per therm and is due to higher average gas Base Rates in 2004
          compared to 2003 resulting from an increase in rates authorized by
          regulators to recover pension costs and postretirement benefits other
          than pension costs, as well as differences in the mix of customer
          classes (e.g., residential, commercial, industrial) charged for firm
          therm consumption.

     c)   Higher Conservation and Load Management ("C&LM") revenue represents
          0.8% of the increase in revenue per therm and is due to an increase in
          the C&LM Adjustment Charge rate to recover higher cost associated with
          the development, management and delivery of the Company's energy
          efficiency programs in 2004 compared to 2003.

     In future Management's Discussion and Analysis disclosures, and with due
     attention to critical supporting analyses, Registrant will include
     additional disclosure about the components contributing to changes in
     revenues in the period.

     2.  Operating Expense, page 24
     ------------------------------

     We note from your previous and current Form 10-K that Unitil currently has
     approximately 310 employees compared to 317 in 2004. Please explain the
     reasons for the $0.6 million increase salaries and the $0.5 million
     increase in employee benefit costs in 2004.

<PAGE>

Mr. James Allegretto
U.S. Securities and Exchange Commission
April 20, 2006
Page 3

     Response #2:
     -----------
     Management assumes that this question should have read "...employee benefit
     costs in 2005," based on the amount of cost increases referenced in the
     question.

     The number of employees disclosed in the Company's Form 10-K represents the
     number of employees at December 31 of each year. During the course of each
     year, the number of employees can be higher or lower than the year-end
     figures. During 2004, the number of employees, as of each month end, ranged
     from 310 to 321. During 2005, the number of employees, as of each month
     end, ranged from 308 to 318.

     The $0.6 million increase in salaries and compensation expenses in 2005
     compared to 2004 is due to normal annual increases in salaries for the
     approximately 310-317 employees in 2005 of $0.2 million, which is net of
     the expense savings from the lower number of employees on average. Other
     increases in compensation in 2005 that do not move in a linear relationship
     with number of employees were increased expenses associated with the
     Company's Management and Employee Incentive Plans of $0.3 million and an
     increase associated with the Company's Restricted Stock Plan of $0.1
     million.

     The $0.5 million increase in employee benefit costs in 2005 compared to
     2004 is due to increases in pension and other post retirement benefit costs
     of $0.8 million partially offset by decreases in the costs of health
     insurance and other benefits of $0.3 million. These costs are also not
     directly correlated to the number of active employees.

     In future Management's Discussion and Analysis disclosures, and with due
     attention to critical supporting analyses, Registrant will include
     additional disclosure about the components contributing to changes in costs
     in the period.

     3.  Interest Expense, net, page 26
     ----------------------------------

     Please explain to us the nature of interest on regulatory liabilities.
     Please specifically tell us the regulatory liabilities to which it relates
     and the amount. We may have further comment.

     Response #3:
     -----------
     Certain reconciling rate mechanisms used by the Company's distribution
     operating utilities give rise to regulatory liabilities (and regulatory
     assets) on which interest is calculated. The Company operates a number of
     reconciling rate mechanisms to recover specifically identified costs on a
     pass through basis. These reconciling rate mechanisms track costs and
     revenue on a monthly basis. In any given month, this monthly tracking and
     reconciling process will produce either an under-collected or an
     over-collected balance of costs. In accordance with the Company's tariff,
     interest is accrued on these balances and will produce either interest
     income or interest expense. Interest income is recorded on an
     under-collection of costs, which creates a regulatory asset to be recovered
     in future periods when rates are reset. Interest expense is recorded on an
     over-collection of costs, which creates a regulatory liability to be
     refunded in future periods when rates are reset.

<PAGE>

Mr. James Allegretto
U.S. Securities and Exchange Commission
April 20, 2006
Page 4

     These regulatory interest amounts are combined on the Consolidated
     Statements of Earnings and also combined within the Interest Expense table
     on page 26 of Unitil's Form 10-K for the year-ended December 31, 2005.
     Currently, regulatory assets exceed regulatory liabilities so the net
     effect is interest income in the table. The total interest expense on
     regulatory liabilities for 2005 was $152K and this amount was combined with
     interest income on regulatory assets of $2,677K and disclosed as a net
     amount of interest income on regulatory assets of $2,525K in the table on
     page 26. The primary regulatory liabilities comprising the $152K of
     interest expense in 2005 include: Unitil Energy Systems, Inc. ("UES")
     Transition Service - $66K, Fitchburg Gas and Electric Light Company
     ("FG&E") Energy Efficiency - $42K and FG&E Default Service - $12K and other
     of $32K.

     In the future, the Company will include a separate disclosure of amounts
     and an explanation of interest expense on reconciling rate mechanisms.

Note 2 Equity
-------------

     4.  Restrictions on Retained Earnings, page 58
     ----------------------------------------------

     We note your disclosure regarding the restrictions on retained earnings for
     subsidiaries UES and FG&E. It appears the restrictions wouId require Unitil
     to provide condensed financial information. See Regulation S-X Rule
     5-04(c), Schedule 1. If our understanding is incorrect, please explain why
     you are not required to provide such information.

     Response #4:
     -----------
     Regulation S-X Rule 5-04(c) requires that, when the restricted net assets
     of consolidated subsidiaries exceed 25% of consolidated net assets as of
     the end of the most recently completed fiscal year, condensed financial
     information of the Registrant be included in the filing.

     Management's calculations show that the combined restrictions on the net
     assets for Unitil's wholly-owned subsidiaries UES and FG&E represent 24.2%
     and 24.7% of Unitil's net assets as of December 31, 2005 and December 31,
     2004, respectively. Therefore, in accordance with Regulation S-X Rule
     504(c), management believes that Unitil is not required to provide
     information regarding restrictions on retained earnings and the related
     condensed financial information for these periods because the restricted
     amounts do not exceed 25% of the Registrant's net assets. In Note 2 to the
     Consolidated Financial Statements of the Company in its Form 10-K for the
     year ended December 31, 2005, the Company has elected to disclose the
     restrictions on retained earnings for UES and FG&E because management
     believes that this information would be useful to the reader of the
     financial statements and Notes.

     Management agrees that, if in future periods these calculations result in
     combined restrictions on retained earnings for UES and FG&E that exceed 25%
     of the Registrant's net assets, the Company will provide condensed
     financial information for the Registrant for the corresponding period(s).

<PAGE>

Mr. James Allegretto
U.S. Securities and Exchange Commission
April 20, 2006
Page 5

Note 3 Long-Term Debt. Credit Arrangements. Leases
--------------------------------------------------

     5.  Leases, page 60
     -------------------

     We are unclear on how the renegotiated lease terms resulted in a change of
     classification from a capital lease to an operating lease. In this regard,
     please tell us why such lease originally met the criteria for capital lease
     classification. If due to the lease terms exceeding 75% of the economic
     life, advise us how your original estimated economic life compares with the
     initial 22 year plus anticipated renews ranging from 10-25 years. If due to
     the 90% test, show us the calculation of fair value at inception and
     whether it factored into the useful life of the asset. If so, tell us the
     useful life that was assumed at inception.

     Response #5:
     -----------
     The Company's original lease on its service center used by its
     Massachusetts distribution operating utility, FG&E, was accounted for under
     Statement of Financial Accounting Standards No. 13, ("FAS 13"), Accounting
     for Leases as a capital lease. The original lease met the criteria for a
     capital lease under paragraph 7.d. of FAS 13; the 90% test. Under paragraph
     7.d., when the present value of the lease payments exceeds 90% of the fair
     value of the property at lease inception, the lease is classified as a
     capital lease. This was the case when the original lease, 22 years at
     annual rents ranging from $184,000 to $537,000, began on February 10, 1981.
     The project cost of the building in the original lease was $2,700,000. The
     useful life of the building without regard to the lease arrangement would
     have been 50 years for book accounting purposes.

     When the original lease ended on January 31, 2003; the lessor and lessee
     renegotiated and entered into a new lease for 10 years at level monthly
     payments of approximately $270,000 annually. In the new lease agreement,
     the estimated fair value of the property is $2,640,600. The terms of the
     new lease agreement do not meet the criteria for classification as a
     capital lease under paragraph 7 of FAS 13. As disclosed, the Registrant
     accounts for the new lease as an operating lease.

     6.  FG&E -Electric Division, page 66
     ------------------------------------

     In regards to the investigation by the Massachusetts Department of
     Telecommunications and Energy (MDTE) please provide us with more details as
     to the nature of the investigation. Please provide the most recent status
     of the case along with a detailed analysis of why you believe the outcome
     will not have a material effect on the financial statements.

     Response #6:
     -----------
     The nature of this investigation was originally included in Note #6 -
     Commitments and Contingencies of the Registrant's Form 10-K filed with the
     Commission for the fiscal year ended December 31, 2003 as follows:

     In March 2003, the MDTE opened an investigation into FG&E's dealings with
     Enermetrix, Inc. (Enermetrix). Enermetrix provides an internet-based energy
     auction service that is used by utilities to post their natural gas and
     electric power needs for bids. FG&E used the

<PAGE>

Mr. James Allegretto
U.S. Securities and Exchange Commission
April 20, 2006
Page 6

     Enermetrix Exchange to post its electric default service solicitations in
     September 2001 and March 2002, and Enermetrix earned approximately $19,000
     in fees from these transactions. In Management's view, these successful
     solicitations ultimately resulted in significant lower default service
     costs to FG&E's customers. At the time of these solicitations, FG&E's
     parent, Unitil Corporation, had an approximately 9% ownership interest in
     Enermetrix. The MDTE is investigating whether FG&E is in compliance with
     relevant statutes and regulations pertaining to transactions with
     affiliated companies and the MDTE's Order setting forth the requirements
     for the pricing and procurement of default service. FG&E and the Attorney
     General have completed briefing of the case and an MDTE decision is
     pending. Management believes the outcome of this matter will not have a
     material adverse effect on the financial position of the Company.

     As noted in the more current disclosures (Note #6 - Commitments and
     Contingencies) in the Registrant's Form 10-K for the fiscal years ended
     December 31, 2004 and 2005, the hearing and briefing of the case were
     completed in 2003 and a decision is pending from the Massachusetts
     Department of Telecommunications and Energy ("MDTE"). As of the date of
     this letter, the MDTE has not issued an Order and there has not been any
     active dialogue or correspondence between FG&E, the Attorney General or the
     MDTE regarding this matter since 2003.

     Management believes the outcome of this matter will not have a material
     adverse effect on t

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
[GRAPHIC OMITTED]

April 14, 2006

Mr. James Allegretto
Senior Assistant Chief Accountant
United States Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C.  20549-0404

Re:  Unitil Corporation
     Form 10-K for the calendar year ended December 31, 2005
     Filed February 22, 2006
     File No. 001-08858

Dear Mr. Allegretto:

     Set forth below are the responses of Unitil Corporation (the "Registrant",
"Unitil" or the "Company") to the letter dated March 31, 2006 (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 (the "Form 10-K"), which was filed with
the Commission on February 22, 2006.

     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.

Corporate Office
----------------
6 Liberty Lane West
Hampton, NH  03842-1720

Phone: 603-772-0775

<PAGE>

Mr. James Allegretto
U.S. Securities and Exchange Commission
April 14, 2006
Page 2

Item 7 Management's Discussion and Analysis
-------------------------------------------

     1.   Therm Sales, page 23
     -------------------------

     We note from the table provided on page 23 that firm therm sales decreased
     in 2004 compared to 2003. We also note that in 2004 and 2003 revenue per
     firm therm was $1.24 and $1.15, an increase of 7.8% when comparing 2004 to
     2003. Please explain to us how therm sales decreased and revenue per therm
     increased.

     Response #1:
     -----------

     On a revenue per firm therm basis, the increase of 7.8% in 2004 from 2003
     is attributable to increases in the following components of Total Firm Gas
     Revenue: a) Purchased Gas Revenue, b) Gross Gas Sales Margin, also commonly
     referred to as Base Revenue and c) Conservation and Load Management
     Revenue. Total Firm Gas Revenue per therm increased in 2004 compared to
     2003 due to higher rates billed to customers under each of these revenue
     components. These increases in rates more than offset the impact of a
     decrease in therm sales volumes in the period as discussed below:

     a)   Higher Purchased Gas revenue represents 4.9% of the increase in
          revenue per therm and is due to an increase in the Cost of Gas
          Adjustment Charge rate to recover increased gas commodity prices in
          2004 compared to 2003. Gas commodity prices increased 17.9% in 2004
          compared to 2003.

     b)   Higher Gross Gas Sales Margin represents 2.1% of the increase in
          revenue per therm and is due to higher average gas Base Rates in 2004
          compared to 2003 resulting from an increase in rates authorized by
          regulators to recover pension costs and postretirement benefits other
          than pension costs, as well as differences in the mix of customer
          classes (e.g., residential, commercial, industrial) charged for firm
          therm consumption.

     c)   Higher Conservation and Load Management ("C&LM") revenue represents
          0.8% of the increase in revenue per therm and is due to an increase in
          the C&LM Adjustment Charge rate to recover higher cost associated with
          the development, management and delivery of the Company's energy
          efficiency programs in 2004 compared to 2003.

     2.   Operating Expense, page 24
     -------------------------------

     We note from your previous and current Form I0-K that Unitil currently has
     approximately 310 employees compared to 317 in 2004. Please explain the
     reasons for the $0.6 million increase salaries and the $0.5 million
     increase in employee benefit costs in 2004.

     Response #2:
     -----------

     Management assumes that this question should have read "...employee benefit
     costs in 2005," based on the amount of cost increases referenced in the
     question.

<PAGE>

Mr. James Allegretto
U.S. Securities and Exchange Commission
April 14, 2006
Page 3

     The number of employees disclosed in the Company's Form 10-K represents the
     number of employees at December 31 of each year. During the course of each
     year, the number of employees can be higher or lower than the year-end
     figures. During 2004, the number of employees, as of each month end, ranged
     from 310 to 321. During 2005, the number of employees, as of each month
     end, ranged from 308 to 318.

     The $0.6 million increase in salaries and compensation expenses in 2005
     compared to 2004 is due to normal annual increases in salaries for the
     approximately 310-317 employees in 2005 of $0.2 million, which is net of
     the expense savings from the lower number of employees on average. Other
     increases in compensation in 2005 that do not move in a linear relationship
     with number of employees were increased expenses associated with the
     Company's Management and Employee Incentive Plans of $0.3 million and an
     increase associated with the Company's Restricted Stock Plan of $0.1
     million.

     The $0.5 million increase in employee benefit costs in 2005 compared to
     2004 is due to increases in pension and other post retirement benefit costs
     of $0.8 million partially offset by decreases in the costs of health
     insurance and other benefits of $0.3 million. These costs are also not
     directly correlated to the number of active employees.

     3.   Interest Expense, net, page 26
     -----------------------------------

     Please explain to us the nature of interest on regulatory liabilities.
     Please specifically tell us the regulatory liabilities to which it relates
     and the amount. We may have further comment.

     Response #3:
     -----------

     Certain reconciling rate mechanisms used by the Company's distribution
     operating utilities give rise to regulatory liabilities (and regulatory
     assets) on which interest is calculated. The Company operates a number of
     reconciling rate mechanisms to recover specifically identified costs on a
     pass through basis. These reconciling rate mechanisms track costs and
     revenue on a monthly basis. In any given month, this monthly tracking and
     reconciling process will produce either an under-collected or an
     over-collected balance of costs. In accordance with the Company's tariff,
     interest is accrued on these balances and will produce either interest
     income or interest expense. Interest income is recorded on an
     under-collection of costs, which creates a regulatory asset to be recovered
     in future periods when rates are reset. Interest expense is recorded on an
     over-collection of costs, which creates a regulatory liability to be
     refunded in future periods when rates are reset.

     These regulatory interest amounts are combined on the Consolidated
     Statements of Earnings and also combined within the Interest Expense table
     on page 26 of Unitil's Form 10-K for the year-ended December 31, 2005.
     Currently, regulatory assets exceed regulatory liabilities so the net
     effect is interest income in the table. The total interest expense on
     regulatory liabilities for 2005 was $152K and this amount was combined with
     interest income on regulatory assets of $2,677K and disclosed as a net
     amount of interest income on regulatory assets of $2,525K in the table on
     page 26. The primary regulatory liabilities comprising the $152K of
     interest expense in 2005 include: Unitil Energy Systems,

<PAGE>

Mr. James Allegretto
U.S. Securities and Exchange Commission
April 14, 2006
Page 4

     Inc. ("UES") Transition Service - $66K, Fitchburg Gas and Electric Light
     Company ("FG&E") Energy Efficiency - $42K and FG&E Default Service - $12K
     and other of $32K.

     In the future, the Company will include a separate disclosure of amounts
     and an explanation of interest expense on reconciling rate mechanisms.

Note 2 Equity
-------------

     4.   Restrictions on Retained Earnings, page 58
     -----------------------------------------------

     We note your disclosure regarding the restrictions on retained earnings for
     subsidiaries UES and FG&E. It appears the restrictions wouId require Unitil
     to provide condensed financial information. See Regulation S-X Rule
     5-04(c), Schedule 1. If our understanding is incorrect, please explain why
     you are not required to provide such information.

     Response #4:
     -----------

     Regulation S-X Rule 5-04(c) requires that, when the restricted net assets
     of consolidated subsidiaries exceed 25% of consolidated net assets as of
     the end of the most recently completed fiscal year, condensed financial
     information of the Registrant be included in the filing.

     Management's calculations show that the combined restrictions on the net
     assets for Unitil's wholly-owned subsidiaries UES and FG&E represent 24.2%
     and 24.7% of Unitil's net assets as of December 31, 2005 and December 31,
     2004, respectively. Therefore, in accordance with Regulation S-X Rule
     504(c), management believes that Unitil is not required to provide
     information regarding restrictions on retained earnings and the related
     condensed financial information for these periods because the restricted
     amounts do not exceed 25% of the Registrant's net assets. In Note 2 to the
     Consolidated Financial Statements of the Company in its Form 10-K for the
     year ended December 31, 2005, the Company has elected to disclose the
     restrictions on retained earnings for UES and FG&E because management
     believes that this information would be useful to the reader of the
     financial statements and Notes.

     Management agrees that, if in future periods these calculations result in
     combined restrictions on retained earnings for UES and FG&E that exceed 25%
     of the Registrant's net assets, the Company will provide condensed
     financial information for the Registrant for the corresponding period(s).

Note 3 Long-Term Debt. Credit Arrangements. Leases
--------------------------------------------------

     5.   Leases, page 60
     --------------------

     We are unclear on how the renegotiated lease terms resulted in a change of
     classification from a capital lease to an operating lease. In this regard,
     please tell us why such lease originally met the criteria for capital lease
     classification. If due to the lease terms exceeding 75% of the economic
     life, advise us how your original estimated economic life compares with the
     initial 22 year plus anticipated renews

<PAGE>

Mr. James Allegretto
U.S. Securities and Exchange Commission
April 14, 2006
Page 5

     ranging from 10-25 years. If due to the 90% test, show us the calculation
     of fair value at inception and whether it factored into the useful life of
     the asset. If so, tell us the useful life that was assumed at inception.

     Response #5:
     -----------

     The Company's original lease on its service center used by its
     Massachusetts distribution operating utility, FG&E, was accounted for under
     Statement of Financial Accounting Standards No. 13, ("FAS 13"), Accounting
     for Leases as a capital lease. The original lease met the criteria for a
     capital lease under paragraph 7.d. of FAS 13; the 90% test. Under paragraph
     7.d., when the present value of the lease payments exceeds 90% of the fair
     value of the property at lease inception, the lease is classified as a
     capital lease. This was the case when the original lease, 22 years at
     annual rents ranging from $184,000 to $537,000, began on February 10, 1981.
     The project cost of the building in the original lease was $2,700,000. The
     useful life of the building without regard to the lease arrangement would
     have been 50 years for book accounting purposes.

     When the original lease ended on January 31, 2003; the lessor and lessee
     renegotiated and entered into a new lease for 10 years at level monthly
     payments of approximately $270,000 annually. In the new lease agreement,
     the estimated fair value of the property is $2,640,600. The terms of the
     new lease agreement do not meet the criteria for classification as a
     capital lease under paragraph 7 of FAS 13. As disclosed, the Registrant
     accounts for the new lease as an operating lease.

     6.   FG&E -Electric Division, page 66
     -------------------------------------

     In regards to the investigation by the Massachusetts Department of
     Telecommunications and Energy (MDTE) please provide us with more details as
     to the nature of the investigation. Please provide the most recent status
     of the case along with a detailed analysis of why you believe the outcome
     will not have a material effect on the financial statements.

     Response #6:
     ------------

     The nature of this investigation was originally included in Note #6 -
     Commitments and Contingencies of the Registrant's Form 10-K filed with the
     Commission for the fiscal year ended December 31, 2003 as follows:

     In March 2003, the MDTE opened an investigation into FG&E's dealings with
     Enermetrix, Inc. (Enermetrix). Enermetrix provides an internet-based energy
     auction service that is used by utilities to post their natural gas and
     electric power needs for bids. FG&E used the Enermetrix Exchange to post
     its electric default service solicitations in September 2001 and March
     2002, and Enermetrix earned approximately $19,000 in fees from these
     transactions. In Management's view, these successful solicitations
     ultimately resulted in significant lower default service costs to FG&E's
     customers. At the time of these solicitations, FG&E's parent, Unitil
     Corporation, had an approximately 9% ownership interest in Enermetrix. The
     MDTE is investigating whether FG&E is in compliance with relevant statutes
     and regulations pertaining to transactions with affiliated companies and
     the MDTE's Order setting forth the requirements for the pricing and
     procurement of default service. FG&E and the Attorney

<PAGE>

Mr. James Allegretto
U.S. Securities and Exchange Commission
April 14, 2006
Page 6

     General have completed briefing of the case and an MDTE decision is
     pending. Management believes the outcome of this matter will not have a
     material adverse effect on the financial position of the Company.

     As noted in the more current disclosures (Note #6 - Commitments and
     Contingencies) in the Registrant's Form 10-K for the fiscal years ended
     December 31, 2004 and 2005, the hearing and briefing of the case were
     completed in 2003 and a decision is pending from the Massachusetts
     Department of Telecommunications and Energy ("MDTE"). As of the date of
     this letter, the MDTE has not issued an Order and there has not been any
     active dialogue or correspondence between FG&E, the Attorney General or the
     MDTE regarding this matter since 2003.

     Management believes the outcome of this matter will not have a material
     adverse effect on the financial statements of the Company for the following
     reasons:

          o    A favorable outcome is expected. Management does not believe that
               FG&E violated the MDTE affiliate rules because the facts of the
               case (i.e., the level of stock ownership, board seats, etc.) do
               not support the Attorney General's assertion that Enermetrix was
               an affiliated company.

          o    Neither FG&E nor the Registrant received any direct fi

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE
         Mail Stop 3561

				March 31, 2006

By Facsimile and U.S. Mail

Mr. Mark H. Collin
Chief Financial Officer
Unitil Corp.
6 Liberty Lane West
Hampton, New Hampshire 03842

		Re:	Unitil Corp.
			Form 10-K for the calendar year ended December 31, 2005
			Filed February 22, 2006
			File No. 001-08858

Dear Mr. Collins:

We have reviewed your filing and have the following comments.  In some
of our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  Please be as
detailed as necessary in your explanation.   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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the
end of this letter.

Item 7 Management`s Discussion and Analysis

Therm Sales, page 23
1. We note from the table provided on page 23 that firm therm sales
decreased in 2004 compared to 2003.  We also note that in 2004 and
2003 revenue per firm therm was $1.24 and $1.15, an increase of 7.8%
when comparing 2004 to 2003.  Please explain to us how therm sales
decreased and revenue per therm increased.

Operating Expense, page 24
2. We note from your previous and current Form 10-K that Unitil
currently has approximately 310 employees compared to 317 in 2004.
Please explain the reasons for the $0.6 million increase salaries and
the $0.5 million increase in employee benefit costs in 2004.

Interest Expense, net, page 26
3. Please explain to us the nature of interest on regulatory
liabilities.  Please specifically tell us the regulatory liabilities
to which it relates and the amount.  We may have further comment.

Note 2 Equity

Restrictions on Retained Earnings, page 58
4. We note your disclosure regarding the restrictions on retained
earnings for subsidiaries UES and FG&E.  It appears the restrictions
would require Unitil to provide condensed financial information.  See
Regulation S-X Rule 5-04(c), Schedule 1.  If our understanding is
incorrect, please explain why you are not required to provide such
information.

Note 3 Long-Term Debt, Credit Arrangements, Leases

Leases, page 60
5. We are unclear on how the renegotiated lease terms resulted in a
change of classification from a capital lease to an operating lease.
In this regard, please tell us why such lease originally met the
criteria for capital lease classification.  If due to the lease terms
exceeding 75% of the economic life, advise us how your original
estimated economic life compares with the initial 22 year plus
anticipated renews ranging from 10-25 years.  If due to the 90% test,
show us the calculation of fair value at inception and whether it
factored into the useful life of the asset.  If so, tell us the useful
life that was assumed at inception.

FG&E - Electric Division, page 66
6. In regards to the investigation by the Massachusetts Department of
Telecommunications and Energy (MDTE) please provide us with more
details as to the nature of the investigation.  Please provide the
most recent status of the case along with a detailed analysis of why
you believe the outcome will not have a material effect on the
financial statements.

UES, page 67-8
7. We assume your revenue recognition policy is based on currently
charged rates and your pending $4.65 million increase request is not
being reflected in revenues.  If our understanding is incorrect,
please clarify it.  If so, please advise how you will account for any
increase retro-active to January 1, 2006 in the periodic financial
statements covering periods subsequent to that date.

Note 8 Pensions and Postretirement Benefit Plans

Defined Benefit Pension Plan, page 72
8. Please explain the reconciliation rate adjustment mechanism for
deferred pension costs.  Contrast it to an automatic rate adjustment
used for fuel costs.  If it is not automatic, tell us why such a
mechanism makes the deferred cost probable of recovery.
9. We note from your disclosure that the New Hampshire Public Utility
Commission (NHPUC) issued an order denying UES`s petition for an
accounting order allowing a reconciling rate mechanism.  If you have
recorded a regulatory asset related to this item, please explain to us
how such asset meets the requirements of paragraph 9 of SFAS No. 71
given the NHPUC`s actions.

Note 10 Segment Information, page 81
10. In future filings please include all of the disclosure
requirements of paragraph 27 of SFAS No. 131 or explain to us why you
do not include them.

		Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish a
letter with your responses to our comments and provide any requested
supplemental information.  Please understand that we may have
additional comments after reviewing your responses to our comments.
Please file your response letter on EDGAR as a correspondence file.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with
respect to the filing; and

* the company 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.

		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 our review of your filing or in
response to our comments on your filing.

		If you have any questions regarding these comments, please
direct them to Scott Stringer, Staff Accountant, at (202) 551-3272 or,
in his absence, to the undersigned at (202) 551-3849.  Any other
questions regarding disclosures issues may be directed to H.
Christopher Owings, Assistant Director at (202) 551-3725.

		Sincerely,

		James Allegretto
		Senior Assistant Chief Accountant

??

??

??

??

Mr. Mark H. Collin
Unitil Corp.
March 31, 2006
Page 4

4

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