SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                              FORM 10-K

[  X  ]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF  1934
                 For the fiscal year ended December 31, 1995 
                                  OR
[    ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number  1-8858       

                          UNITIL CORPORATION
          (Exact name of registrant as specified in its charter)

          New Hampshire                                       02-0381573   
   (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                         Identification No.)
                                        
                               
  216 Epping Road, Exeter, New Hampshire                      03833-4571
 (Address of principal executive office                        (Zip Code)

      Registrant's telephone number, including area code:  (603) 772-0775

Securities registered pursuant to Section 12(b) of the Act:

 Title of Each Class                    Name of Exchange on Which Registered
Common Stock, No Par Value                   American Stock Exchange   

Securities registered pursuant to Section 12(g) of the Act:   NONE

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.  Yes  X         No     

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendments to this Form 10-K [  X  ]

Based on the closing price of March 1, 1996, the aggregate market
value of common stock held by non-affiliates of the registrant was
$103,580,088.
The number of common shares outstanding of the registrant was 4,338,433 as of
March 1, 1996.

Documents Incorporated by Reference:

Portions of the Proxy Statement relating to the Annual Meeting of
Shareholders to be held April 18, 1996, are incorporated by reference
into Part III of this Report.

                          UNITIL CORPORATION
                              FORM 10-K
             For the Fiscal Year Ended December 31, 1995
                          Table of Contents

Item                             Description                      Page

                                PART I
1 Business
      
      General..............................................         2
      Competition and Industry Restructuring...............         3
      Rates and Regulation.................................         5
      Resource Planning....................................         6
      Energy Requirements..................................         7
      Fuel Supplyz.........................................         8
      Gas Operations and Supply............................         8
      Environmental Matters................................         9
      Capital Requirements.................................         9
      Financing Activities.................................        10
      Employee Relations...................................        10
      Executive Officers of Registrant.....................        10
2 Properties...............................................        11
3 Legal Proceedings........................................        12
4 Submission of Matters to a Vote of Securities Holders....        13

                               PART II

5 Market for Registrant's Common Equity and Related Stockholders
Matters....................................................        14
6 Selected Financial Data..................................        14
7 Management's Discussion and Analysis of Financial Condition and
Results of Operations......................................        15
8 Financial Statements and Supplementary Data..............        23
9 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.......................................        41

                               PARTIII

10   Directors and Executive Officers of the Registrant.....       42
11   Executive Compensation.................................       42
12   Security Ownership of Certain Beneficial Owners and Management42
13   Certain Relationships and Related Transactions.........       42

                               PART IV

14   Exhibits, Financial Statement Schedules and Reports on Form
8-K.........................................................       43
Signatures..................................................       50
Schedule VIII  Valuation and Qualifying Accounts and Reserves      52

Exhibit 10.2        E&H Labor Agreement effective June 25, 1995
Exhibit 11.1        Computation in Support of Earnings per Share
Exhibit 12.1        Computation in Support of Ratio of Earnings to Fixed Charges
Exhibit 21.1        Subsidiaries of Registrant
Exhibit 27.0        Financial Data Schedule 
Exhibit 28.1        Form 11-K Annual Report of the UNITIL Corporation Tax
                    Deferred Savings and Investment Plan for the year ended
                    December 31, 1995
Exhibit 99.1        1996 Proxy Statement

                               PART I

Item 1.  Business.
                               General

    Unitil Corporation (the Company), a registered public utility
holding company, was incorporated under the laws of The  State of  New
Hampshire  on  September  7,  1984. Through  Concord Electric  Company
(CECo), Exeter &  Hampton Electric  Company (E&H),  Fitchburg Gas  and
Electric Light Company (FG&E) and Unitil Power  Corp. (Unitil  Power),
all of which are wholly owned utility subsidiaries of the Company, the
Company's   principal   business   is   the  purchase,   transmission,
distribution and sale of electricity at retail,  and the  distribution
and sale of natural gas at retail by FG&E. The  Company was  initially
incorporated in connection with  a business  combination between  CECo
and E&H, which became subsidiaries of the Company on January 23,  1985
through a share exchange. Prior to  this share  exchange, the  Company
conducted no  business operations  and had  no assets.  FG&E became  a
wholly owned subsidiary of  the Company  by a  "pooling of  interests"
merger between FG&E and the Company on April 28, 1992. Unitil Power, a
New Hampshire corporation incorporated  on October  9 ,  1984, is  the
wholesale supplier of electricity  to CECo  and E&H.  The Company  has
three additional subsidiaries:  Unitil Realty  Corp. (Unitil  Realty),
Unitil Resources,  Inc. (Unitil  Resources) and  Unitil Service  Corp.
(Unitil Service). The Company's principal executive office is  located
at 216 Epping Road, Exeter, New Hampshire 03833-4571. (Telephone (603)
772-0775)
    CECo, a New Hampshire corporation incorporated in 1901, is engaged
in the purchase, transmission, distribution and sale of electricity at
retail to approximately 26,350 customers in the City of Concord, which
is  the  state  capital,  and  twelve  surrounding towns,  all in  New
Hampshire. CECo's service area  consists of  approximately 240  square
miles in the Merrimack River Valley  of south  central New  Hampshire.
The service area includes the City of  Concord and  major portions  of
the surrounding towns of Bow, Boscawen, Canterbury, Chichester, Epsom,
Salisbury and Webster, and limited areas in the  towns of  Allenstown,
Dunbarton, Hopkinton, Loudon and Pembroke. 
    CECo serves residential, commercial and industrial customers. The
State  of  New Hampshire's  government operations  are located  within
CECo's service area,  including the  executive, legislative,  judicial
branches and offices  and facilities  for all  major state  government
services. In addition, CECo's service area is a retail trading  center
for the north central part of the state and has over sixty diversified
businesses  relating  to  insurance,  printing, electronics,  granite,
belting, plastic yarns, furniture, machinery,  sportswear and  lumber.
Of CECo's 1995 retail electric revenues, approximately 34% was derived
from  residential  sales,  52% from  commercial and  non-manufacturing
sales,  12%  from  industrial/manufacturing  sales and  2% from  other
sales.
    E&H, a New Hampshire corporation incorporated in 1908, is engaged
in the purchase, transmission, distribution and sale of electricity at
retail to approximately 37,120 customers in Exeter and in all or  part
of seventeen surrounding towns, all  in New  Hampshire. E&H's  service
area consists of approximately 168  square miles  in southeastern  New
Hampshire. The service area  includes all  of the  towns of  Atkinson,
Danville, East Kingston, Exeter, Hampton,  Hampton Falls,  Kensington,
Kingston, Newton, Plaistow, Seabrook, South Hampton and Stratham,  and
portions of the towns of  Derry, Brentwood,  Greenland, Hampstead  and
North Hampton.
    E&H serves residential, commercial and industrial customers.
Commercial and industrial customers are quite diversified and  include
retail  stores, shopping  centers, motels,  farms, restaurants,  apple
orchards and office buildings, as well as manufacturing firms  engaged
in  the  production  of  sportswear, automobile  parts and  electronic
components. It is estimated that there are over  150,000 daily  summer
visitors to  E&H's territory,  which includes  several popular  resort
areas  and  beaches along  the Atlantic  Ocean. Of  E&H's 1995  retail
electric  revenues,  approximately  47% was  derived from  residential
sales,  41%  from  commercial  and non-manufacturing  sales, 10%  from
industrial/manufacturing sales and 2% from other sales.
    FG&E, a Massachusetts corporation organized in 1852, is an
operating public utility providing electric and natural gas service in
the  City  of Fitchburg  and several  surrounding communities.  FG&E's
service  area  encompasses  approximately  170 square  miles in  north
central Massachusetts. 
    Electric service is supplied by FG&E to approximately 25,250
customers  in  the  communities  of  Fitchburg,  Ashby,  Townsend  and
Lunenburg.  FG&E provides electric service to residential, commercial,
and industrial customers.  FG&E's industrial  customers include  paper
manufacturing  and  allied  products  companies,  rubber and  plastics
manufacturers, chemical  products companies  and printing,  publishing
and allied industries. Of FG&E's 1995 electric revenues, approximately
36%  was  derived  from  residential  sales, 35%  from commercial  and
non-manufacturing sales, 28% from  industrial/manufacturing sales  and
1% from other sales.
     Natural gas service is supplied by FG&E to approximately 15,000
customers in the communities of Fitchburg, Lunenburg, Townsend, Ashby,
Gardner and Westminster, all located in Massachusetts. Of FG&E's  1995
gas operating revenues, approximately 52% was derived from residential
sales, 24% from commercial sales, 11%  from firm  sales to  industrial
customers,  and  13%  from  interruptible  sales (which  are sales  to
customers who possess alternative energy sources and who use gas on an
as-available  basis).  Approximately  30%  of  FG&E's  industrial  gas
revenue was derived from firm sales to paper manufacturing and  allied
products companies. The industrial gas revenue was  derived from  firm
sales to fabricated metal products manufacturers, rubber and  plastics
manufacturers,  primary  iron  manufacturers  and other  miscellaneous
industries.
     Natural gas sales in New England are seasonal, and the Company's
results of operations reflect this  seasonality. Accordingly,  results
of  operations  are typically  positively impacted  by gas  operations
during the five heating season months from November  through March  of
the  following  year.  Electric  sales  in  New England  are far  less
seasonal than natural gas sales; however, the highest usage  typically
occurs in the summer and  winter months  due to  air conditioning  and
heating requirements, respectively. 
    Unitil Power, a New Hampshire corporation incorporated in 1984, is
the full requirements wholesale supplier  of electricity  to CECo  and
E&H. (See Energy Requirements and Regulation and Rates.)
    Unitil Realty, a New Hampshire corporation incorporated in 1986,
was  established  to acquire  real estate  to support  the growth  and
expansion of the Company's utility and energy related business. Unitil
Realty,   until   February   1995,  owned   the  Company's   corporate
headquarters and related land located on  Epping Road  in Exeter,  New
Hampshire. This  property was  taken by  the State  of New  Hampshire,
through eminent domain, for the planned expansion of  Route 101.  (See
"Capital Requirements" under Item 1 of this report)  UNITIL Realty did
purchase land in Hampton, New Hampshire during  1995, on  which it  is
currently constructing UNITIL's new corporate headquarters.
    Unitil Resources, a New Hampshire corporation incorporated in
1993, provides consulting and other services on energy related matters
to non-affiliates. These services include power brokering,  financial,
accounting, regulatory and related operational services. 
    Unitil Service, a New Hampshire corporation incorporated in 1984,
supplies centralized professional and support services  to the  Unitil
System of Companies.
       
                Competition and Industry Restructuring

    The current focus on restructuring the electric industry has been
building in recent years due  to a  variety of  economic, social,  and
political forces.  They  include legislative  and regulatory  changes,
technological advances and consumer demands for lower prices. 
    Competition at the wholesale level has existed for a number of
years, and  has been  increasing as  a result  of the  passage of  the
Energy Policy Act  of 1992,  initiatives in  transmission pricing  and
policy at the Federal Energy Regulatory Commission (FERC), and greater
contracting activity  among utility  and non-utility  suppliers. As  a
wholesale  purchaser  of  electric  energy  for  resale to  customers,
wholesale competition has provided the Company with many opportunities
for achieving significant power supply savings for its customers.  The
focus of industry restructuring has now shifted to the retail electric
market,  however,  where  electricity  is  provided  directly  to  the
ultimate users.
    For many utilities this shift from natural monopoly to open
competition is causing dramatic changes  in their  traditional way  of
doing business.  Increasing competition is moving the industry towards
an  unbundling  of  the  traditional  vertically  integrated   utility
structure  into  separate  generation,  transmission and  distribution
activities.  As the industry continues to unbundle into these separate
functional areas, it is likely that the transmission and  distribution
of electricity  will remain  largely regulated  as monopoly  services,
while  the  generation  and  sale  of  energy  will   shift  to   open
competition. 
    For Unitil, preparation for and adaptation to a competitive
environment has long been part of  the Company's  business strategy.  
Unitil  has  always been  structured along  functional business  lines
reflecting a separation of its core distribution  operations from  its
market  based  energy acquisition  and supply  business.   For over  a
decade Unitil has managed and delivered  competitively priced,  market
based  energy  supplies to  its customers,  putting it  "ahead of  the
curve" as many utilities are now just  beginning to  struggle to  make
this transition.  As a result  of this  strategy, Unitil  has a  track
record of offering reliable  energy services  at prices  that are  now
among  the  lowest  in  our  region.  Further,   as  new   competitive
opportunities emerge, Unitil is designing new services and pricing its
products to be the supplier of choice.  
    The Unitil Companies have received regulatory approval for the
Company's Energy  Bank(TM)   program.   Energy Bank(TM)  is an  innovative
economic development program designed to bring low-cost energy to  new
and  expanding  industrial customers.  With rates  in the  range of  5
cents/KWH, this  program offers  electric energy  at a  price that  is
equal to the national average  industrial rate  and is  40% below  the
current  average  industrial  rate  in New  England.   In addition  to
providing substantial  benefits  to  new  and  expanding   industrial
customers in  the  form of  very competitive  market pricing,  Energy
Bank(TM) will also  provide significant  benefits to  all the  System's
customers in the form of local economic development activity,  reduced
power costs, and lower costs to all customers through the issuance  of
Power Dividends. 
    Unitil has also taken steps to prepare for competitive
opportunities in new, unregulated energy markets.  On January 5, 1996,
Unitil filed an application on Form U-1 with the SEC  to allow  Unitil
Resources to engage in electric power,  natural gas  and other  energy
commodity marketing at wholesale and at retail.   Unitil Resources  is
currently authorized to  engage in  the business  of providing  energy
related management and consulting services, including power brokering,
to  entities  outside  the  Unitil  holding  company  system.   Unitil
Resources will have to comply with  any applicable  federal and  state
regulation on  its  activities  in  the   wholesale  and   retail
electricity and natural gas  markets, but  will otherwise  be free  to
compete  on  an  unregulated  basis  with  other  competitive   energy
suppliers in the evolving competitive marketplace.   Approval of  this
request is expected in the spring of 1996.         
    Unitil continues to actively participate in industry, legislative
and regulatory proceedings on the issues of  competition and  industry
restructuring  at  both  the  federal  and  state  levels, favoring  a
reasonable and orderly transition to competition and  more choice  for
all customers.
    Both the New Hampshire Public Utilities Commission ( the "NHPUC")
and the New Hampshire Legislature  have been  involved in  discussions
and analysis relative to competition in the industry.  Early in  1995,
in response  to a  petition by  a power  marketer seeking  to sell  to
certain  industrial  customers  of  an  investor-owned  New  Hampshire
utility, the NHPUC ruled that utilities in New Hampshire  do not  have
exclusive franchise territories as a matter of law.  This decision has
been appealed to the New Hampshire Supreme Court, where a decision  is
now pending.  In June 1995, New Hampshire  Senate Bill  168 (SB  168),
was signed into law.  SB 168  established a  legislative committee  to
consider changes in the structure of the electric utility industry and
directed  the  NHPUC to  begin a  retail wheeling  pilot program.  The
legislative committee and its subcommittees met  regularly during  the
summer  and  fall  of  1995,   and  several   members  sponsored   new
legislation, now  actively under  consideration,   that would  require
utility restructuring and retail customer choice  as early  as 1997.  
The  NHPUC  issued its  final guidelines  on a  retail wheeling  pilot
program on February 28, 1996, requiring utility compliance filings  by
March 15, 1996, and implementation on May 28, 1996.
    During 1995, the MDPU concluded initial hearings in an
electric industry restructuring docket, and issued an order  requiring
the   three   largest   Massachusetts  electric   utilities  to   file
restructuring plans in February 1996, and the remaining Massachusetts'
electric utilities (including FG&E) to file restructuring plans  three
months after the MDPU issues orders regarding the first three plans.  
The  three  utilities  filed  plans  on  February  19,  1996, but  the
Department  subsequently  decided  to undertake  a generic  rulemaking
proceeding in order to establish consistent statewide ground rules for
industry  restructuring.   This process  is expected  to take  several
months, culminating in utility compliance filings on October 6, 1996.
    One aspect of the restructuring of the electric industry which
could have an  adverse impact  on the  Company is  the rate  treatment
accorded by regulators to  a utility  company's potentially  "stranded
costs",  i.e.,  investments  in  electric generation facilities and 
contractual obligations from purchased  power contracts,  which have  a
fair market value, based upon current wholesale market conditions, which
is less than the book value of such assets or the contract price.   To
the  extent  that  regulators  implement open  retail competition  and
resulting  retail  market rates  are comparable  to current  wholesale
prices, and to the extent utilities are unable to  recover such  costs
from ratepayers or to mitigate such costs  through expense  reductions
or other means, such utilities may incur losses  and may  be forced  to
write-down certain investments in connection with the restructuring  of
the industry.  The Company's subsidiaries which own relatively few  electric
generation  assets, rely  more heavily  than most  other utilities  on
competitively-acquired  purchased  power  contracts  subject  to  FERC
regulation, and offer retail rates that are  among the  lowest in  the
New England region, but the financial impact, if any,  on the  Company
of regulatory treatment of stranded costs in industry restructuring is
impossible to predict at this time.
    Although regulatory change with respect to natural gas utilities
has been much less active  in 1995  than for  electric utilities,  the
Department issued an Order on March 15, 1996, clarifying its standards
for  review  of  gas  purchase  contracting  decisions  by  local  gas
distribution  companies.     The   Department  has   also  ordered   a
Massachusetts gas company subject to its jurisdiction  to undertake  a
pilot program on retail competition for residential customers, and the
Unitil companies are now participating  on the  committees which  have
been set up to advise, develop and monitor the pilot program.
    Although the Company cannot predict the outcome of these
legislative changes and regulatory proceedings,  the Company  believes
that increasing competition in the industry is inevitable. The Company
also believes that it is well positioned to respond positively to  the
changing  regulatory   environment  and   the  shift   to  more   open
competition.

                         Rates and Regulation

    The Company is registered with the Securities and Exchange
Commission (SEC) as a holding company under the Public Utility Holding
Company  Act  of  1935 (1935  Act), and  it and  its subsidiaries  are
subject  to  the  provisions  of  the 1935  Act. The  Company and  its
subsidiaries,  where  applicable,  are  subject to  regulation by  the
Federal Energy Regulatory Commission (FERC),  the NHPUC  and the  MDPU
with respect to rates, adequacy  of service,  issuance of  securities,
accounting and other matters. Unitil Power, as a wholesale utility, is
subject to rate regulation by the FERC. Both CECo and  E&H, as  retail
electric utilities in New Hampshire, are subject to rate regulation by
the NHPUC, and FG&E is subject to MDPU regulation with respect to  gas
and electric retail rates,  and FERC  regulation with  respect to  New
England Power Pool (NEPOOL) interchanges and other wholesale sales  of
electricity. 
    The revenues of the Company's three retail operating subsidiaries
are collected pursuant to rates on file with the NHPUC, the MDPU  and,
to a minor extent, the FERC.  In general, retail  rates are  comprised
of a base rate component, established during  comprehensive base  rate
cases, and various periodic  rate adjustment  mechanisms, which  track
and reconcile particular  expense elements  with associated  collected
revenues. The last  comprehensive regulatory  proceedings to  increase
base rates for  the Company's  retail operating  subsidiaries were  in
1985 for CECo, 1984 for FG&E, and 1982 for E&H.  The  majority of  the
System's utility operating revenues are collected  under various  rate
adjustment mechanisms, including revenues collected from customers for
fuel, purchased power, cost of gas, and demand-side management program
costs. 
    The Unitil System Agreement (System Agreement), as approved by the
FERC, governs wholesale sales  by Unitil  Power to  its New  Hampshire
retail  distribution  affiliates,  CECo  and  E&H,  and  provides  for
recovery by Unitil Power of  all costs  incurred in  the provision  of
service.  Unitil Power  has continued  to adjust  its wholesale  rates
every six months in accordance with the System Agreement, and CECo and
E&H have continued to file corresponding semi-annual changes in  their
retail fuel and purchased power adjustment clauses with the NHPUC  for
approval.
     FG&E also files a quarterly electric fuel charge and a
semi-annual gas adjustment factor with the MDPU for approval to adjust
its rates for changes in fuel and gas related costs.  Although all  of
FG&E's fuel costs and the largest portion of its purchased power costs
are  fully  recovered  under  the  Department's  Electric Fuel  Charge
regulations, FG&E's electric  generation entitlements  are subject  to
annual performance reviews. Performance targets are filed  by FG&E  in
advance and approved by the Department, and  in January  of each  year
FG&E files data on actual unit performance for the  prior November  to
October  period.  The Department  will investigate  reasons why  units
failed to  meet target  performance criteria,  and has  in some  cases
disallowed recovery of replacement power costs  for unplanned  outages
which  the  Department deemed  to be  due to  imprudent operations  or
actions.
    The NHPUC issued its final guidelines on a retail wheeling pilot
program on February 28, 1996, requiring utility compliance filings  by
March 15, 1996, and implementation on May  28, 1996.   The  guidelines
provide that up  to 3%  of each  utility's retail  customer's will  be
allowed to select from among competing electric  supply providers  and
have  this  supply delivered  across the  local utility  system.   All
utilities,  including Unitil's  New Hampshire  based retail  operating
companies, CECo  and E&H,  have filed  plans with  the Commission  and
hearings  are scheduled  in early  April.   The Commission  Guidelines
have,  in some  cases, raised  legal and  jurisdictional issues  which
parties in the proceeding have  tried to  resolve through  alternative
proposals and settlements in order  to avoid  protracted litigation.  
The Unitil companies, on March 20, 1996, filed a settlement  agreement
with the Office of the Consumer Advocate which, if  accepted by  the
NHPUC, would resolve the companies' key concerns regarding federal and
state ratemaking jurisdiction.  Unitil's plans for  the pilot  program
involve  CECo  and  E&H  providing  delivery  services  to   customers
participating in the pilot within their own service areas, and  Unitil
Resources  offering  competitive  electric  supply  services to  pilot
program customers throughout the entire state.
    FG&E, the Company's combination gas and electric retail operating
subsidiary, has been incurring FERC-approved  transition charges  from
interstate  pipeline  suppliers, resulting  from the  transition to  a
comprehensive set of new regulations under  FERC Order  636. In  June,
1994, the  MDPU opened  an investigation  for the  purpose of  setting
standards  for the  recovery by  Massachusetts gas  utilities of  FERC
Ordered  636-related transition  costs billed  by interstate  pipeline
companies. On March 8, 1995, the MDPU issued its final  Order in  this
proceeding, which authorized and directed all gas utilities to recover
Order 636-related transition costs as incurred through the cost of gas
adjustment mechanism on a  flat volumetric  rate. Through  the end  of
1995,  the  amount  of  transition  costs  incurred  by  FG&E  totaled
approximately $2.2 million. These costs have  been recovered  directly
from  FG&E's  gas  customers  through  the  cost  of  gas   adjustment
mechanism.  Based on  estimates included  in rate  filings before  the
FERC, and on  other publicly  available information,  it is  estimated
that FG&E may incur up  to an  additional $1.2  million of  transition
costs  in  future years.  FG&E expects  full recovery  of these  costs
through billings to customers.
    On May 2, 1995, Unitil made an application to the SEC on Form U-1
seeking renewed authority and approval for short-term bank  borrowings
by  Unitil  and  its  subsidiaries and  for renewed  approval for  and
operation  of  the  Unitil  System  Companies' cash  pooling and  loan
arrangement.  The SEC published the requisite notice  with respect  to
this filing on  May 26,  1995.   On July  11, 1995,  the SEC  approved
Unitil's application on this matter.

                          Resource Planning

    Within both New Hampshire and Massachusetts state jurisdictions,
the Company's utility operating subsidiaries are subject to regulatory
review  of  their  forecasting,  planning,  and  long  term   resource
acquisition processes. The operating  companies are  required to  file
resource planning documents and plans every two  years, in  accordance
with Integrated Resource Management (IRM) rules  in Massachusetts  and
the  Integrated  Resource  Planning  (IRP) process  in New  Hampshire.
Additionally, the operating companies are currently  required to  file
annually comprehensive Demand-Side Management (DSM)Program Plans  with
their respective state regulatory commissions.

Electric Resource Planning

      In New Hampshire, an IRP was filed with the NHPUC on April 30,
1994. The NHPUC approved the IRP on February 22, 1995. The 1995/96 DSM
Program Plan was filed  with the  NHPUC on  February 1,  1995 and  was
approved June 28, 1995, for implementation beginning on July 1, 1995. 
      In Massachusetts, FG&E filed its first IRM with the MDPU on
August 3, 1992. In January 1993, FG&E filed a Comprehensive Settlement
of Phase I of the IRM process.  On November  15, 1993,  FG&E made  its
Phase III IRM filing, in which it proposed DSM programs for 1994-1995,
and supply side initiatives. On February 15, 1994,  the MDPU  approved
this filing, authorized the DSM programs to proceed through July 1995,
and approved the supply resources.  A  12-month DSM  Program Plan  was
filed on April 7, 1995, covering the period from August, 1995 to July,
1996.  This plan was approved on July 18, 1995.

Gas Resource Planning

      The MDPU requires that gas companies file long term gas
forecasts  and  resource  plans  consistent with  IRP principles,  and
further requires that all contracts in excess of one year be filed for
approval in advance. FG&E filed a gas IRP on July 29,  1994. The  MDPU
has initiated a review  of FG&E's gas IRP, which is currently ongoing.
 Anorder is expected in early 1996.
     
                         Energy Requirements

    CECo, E&H, FG&E and Unitil Power are members of NEPOOL. Under the
NEPOOL  Agreement,  to  which  virtually  all  New  England   electric
utilities are parties, substantially all operation and dispatching  of
electric generation and bulk transmission capacity in  New England  is
performed on a regional basis. The NEPOOL Agreement imposes generating
capacity and reserve obligations  and provides  for the  use of  major
transmission  facilities  and  payments  associated  therewith.   Each
company's capability responsibility under NEPOOL involves carrying  an
allocated  share  of  New  England  capacity  requirements  which   is
determined for  each six-month  period based  on regional  reliability
criteria. Unitil Power, as the full requirements supplier to CECo  and
E&H, had a capability responsibility as of December, 1995 of 224.85 MW
and a corresponding peak demand of 195.61 MW that occurred on July 14,
1995. FG&E's capability responsibility as of December, 1995 was  91.99
MW, with a corresponding peak demand of 79.69 MW that occurred on June
20, 1995.
    To meet the needs of CECo and E&H, Unitil Power has contracted for
generating  capacity  and  energy  and  for  associated   transmission
services  as  needed  to  meet NEPOOL  requirements and  to provide  a
diverse and  economical energy  supply. Unitil  Power's purchases  are
from various utility and non-utility generating units using a  variety
of fuels and from several utility systems in the U.S. and Canada.  For
the twelve months ending December 31,1995, Unitil Power's energy needs
were provided by the following fuel sources: nuclear (32%), oil (21%),
coal (19%), gas (13%), wood and refuse (5%) , hydro  (1%), and  system
and other (9%). 
    FG&E meets its capacity requirements through ownership interests
and  power  purchase  contracts.  FG&E's  purchases  are from  various
utility and non-utility generating units using a variety of fuels  and
from several utility systems in the U.S.  and Canada.  For the  twelve
months  ending  December  31,  1995,  FG&E's  energy needs,  including
generation from joint-owned units,  were provided  from the  following
fuel sources: nuclear (24%), oil (22%), wood (25%),  hydro (4%),  coal
(7%) and system and other (18%). 
    FG&E has a 4.5% ownership interest, or 20.12 MW, in an oil and
natural gas-fired generating plant in New Haven, Connecticut, which is
operated  by  The United  Illuminating Company,  the plants'  majority
owner. FG&E also has a 0.1822% ownership interest, or 1.13  MW, in  an
oil-fired generating plant in Yarmouth,  Maine, which  is operated  by
Central  Maine  Power  Company  as the  majority owner,  and a  0.217%
ownership  interest,  or  2.5  MW,  in  the Millstone  3 nuclear  unit
operated by Northeast  Utilities, parent  of the  principal owners  of
that unit. In addition, FG&E operates an oil-fired combustion  turbine
with  a  current capability  of 26.6  MW under  a long-term  financing
lease.

                             Fuel Supply

      Oil.  Approximately 22% of FG&E's and 21% of Unitil Power's
electric power in 1995 was provided by oil-fired units, some of  which
are  owned  by  FG&E.   Most  fuel oil  used by  New England  electric
utilities  is  acquired  from  foreign  sources  and  is  subject   to
interruption and price increases by foreign governments. 
     Coal. Approximately 7% of FG&E's and 19% of Unitil Power's 1995
requirements  were  from  coal-burning   facilities.  The   facilities
generally purchase their coal under long term  supply agreements  with
prices tied to economic indices. Although coal is stored both  on-site
and by  fuel suppliers,  long term  interruptions of  coal supply  may
result in limitations in the production of power or fuel switching  to
oil and thus result in higher energy prices.
     Nuclear. FG&E has a 0.217% ownership interest in Millstone Unit
No. 3 (the Unit). The Unit has contracted for certain segments of  the
nuclear  fuel  production  cycle  through  various  dates. This  cycle
includes, among other things, mining, enrichment and disposal of  used
fuel.  Contracts  for  various  segments  of  the fuel  cycle will  be
required  in  the  future, and  their availability,  prices and  terms
cannot now be predicted.
    Pursuant to the Nuclear Waste Policy Act of 1982, the participants
in Millstone 3 were required to enter into contracts  with the  United
States Department of Energy, prior to the operation of that Unit,  for
the  transport  and  disposal  of  spent  fuel  at  a  nuclear   waste
repository. Under the Act, a national repository for nuclear waste was
anticipated to be in operation by  1998. FG&E  cannot predict  whether
the Federal  government will  be able  to provide  interim storage  or
permanent disposal repositories for spent fuel.

                      Gas Operations and Supply

     FG&E distributes gas purchased from domestic and Canadian
suppliers under  long term  contracts as  well as  gas purchased  from
producers  and  marketers  on  the  spot  market.  The  diversity  and
flexibility  of  supply  reflects  FG&E's  commitment  to  securing  a
reliable gas supply at the lowest possible cost. The following  tables
summarize actual gas purchases by source of supply and the cost of gas
sold for the years 1993 through 1995:

                        Sources of Gas Supply
        (Expressed as percent of total MMBtu of gas purchased)

Natural Gas:                             1995      1994    1993
                                                         
    Domestic firm..................      82.3%    81.9%   58.4%

    Canadian firm..................       5.6%     6.2%   11.0%

    Domestic spot market...........      11.1%     9.0%   25.2%
                                
Total natural gas..................      99.0%    97.1%   94.6%

Supplemental gas...................       1.0%     2.9%    5.4%

Total gas purchases................     100.0%   100.0%  100.0%


                           Cost of Gas Sold

                                           1995      1994    1993
                                                           
Cost of gas purchased and sold per MMBtu   $3.03     $3.47   $3.78
                                                             
Percent Increase (Decrease) from prior year(12.7)%   (8.2)%    0.8%
                                                        


     Under Order 636, issued by the FERC in 1992, FG&E's former sole
supplier  of  pipeline  services, TGP,  was required  to unbundle  its
transportation services and its sales services. As a result, all Local
Distribution  Companies  (LDCs)  now  arrange  for   a  portfolio   of
transport, storage and supply contracts to meet customer requirements.

     In 1993, FG&E added two long term purchases of gas supply that
replaced supplies previously provided by TGP.  These contracts  expire
on October 1999 and October 1996 respectively. The MDPU approved these
contracts in March 1994. FG&E also has  underground storage  contracts
which  provide  significant  natural  gas storage  capacity. TGP  also
provides FG&E with underground storage. FG&E  has firm  transportation
agreements with TGP for delivery of storage gas .
     As a supplement to pipeline natural gas, FG&E owns a propane air
gas plant and  has under  a financial  lease a  liquefied natural  gas
(LNG)  storage  and  vaporization  facility.  These  plants  are  used
principally during peak load periods to augment the supply of pipeline
natural gas. 

                        Environmental Matters

    The Company does not expect that compliance with environmental
laws or regulations will have a material  effect on  its business,  or
the businesses of its subsidiaries. The Company does not know whether,
or to what extent, such regulations may affect it or its  subsidiaries
by impinging on the operations of other electric and gas utilities  in
New England.
    Unitil Power and FG&E purchase wholesale capacity and energy from
a diverse group of suppliers using various fuel sources  and FG&E  has
ownership interests in certain generating plants. Some of the purchase
power contracts contain cost adjustment provisions that may allow  the
supplier to pass through environmental remediation costs. The  Company
has not been informed whether  any of  these suppliers  are likely  to
incur significant environmental remediation costs and, if so, which if
any such costs may be passed through.
    The Company continues to work with federal and state environmental
agencies to assess the environmental contamination in the vicinity  of
former gas manufacturing sites operated by Fitchburg Gas and  Electric
Light Company, the Company's  combination gas  and electric  operating
subsidiary.   Based  on information  developed over  the last  several
years,   it   has  been   discovered  that   there  is   environmental
contamination at a  former gas  manufacturing plant  in Fitchburg,  MA
(the Sawyer Passway site).  In December  1995 the  Company accepted  a
Tier 1B permit  from the  Massachusetts Department  of   Environmental
Protection (DEP) to address the site pursuant to  the requirements  of
the  Massachusetts  Contingency  Plan.    Further  investigations  are
necessary to assess the extent and nature of the contamination, and to
evaluate potential remedies.  Reports on those investigations are  due
to be filed with the DEP in early 1997.  Because these  investigations
are at an early stage  management cannot,  at this  time, predict  the
costs  of  future  analysis  and  remediation.  The   costs  of   such
assessments and any remedial action  determined to  be necessary  will
initially be funded from traditional sources of capital and  recovered
from customers under a rate recovery mechanism approved by the MDPU.  
The Company also has a number of liability insurance policies that may
provide coverage for environmental remediation at this site. 
    
                         Capital Requirements

    Net capital expenditures increased approximately $3.7 million in
1995 as a result of planned spending for utility system  improvements,
as well as the taking by the  State of New Hampshire of the  Company's
current headquarters and  the commencement  of construction  of a  new
corporate  headquarters. This  increase in  capital expenditures  from
1994  to  1995  reflects  increased  spending  of  approximately  $5.7
million, $2.3 million for normal utility system improvements and  $3.4
million for the construction on a new  corporate headquarters,  offset
by proceeds of $2.0 million from the taking of the Company's corporate
headquarters.
    In February 1995, Unitil's corporate headquarters, located in
Exeter, New Hampshire, was taken by the State of New Hampshire through
eminent  domain in  connection with  the Route  101 highway  expansion
project. As a result of this taking, the  Company purchased  land   in
Hampton, New Hampshire, during 1995, and began construction  of a  new
corporate headquarters, which is scheduled for  completion during  the
summer of 1996.
    In 1996, total capital expenditures are expected to approximate
$18.9  million.  This  projection  reflects  capital  expenditures  of
approximately  $14.8  million  for normal  utility system  expansions,
replacements  and  other  improvements  and  capital  expenditures  of
approximately $4.1 million related to the  completion of  construction
of the new corporate headquarters.

                         Financing Activities

    No long-term debt was issued by any of the Unitil System companies
during 1995, however, during both 1994 and 1993 various Unitil  System
Companies completed private placements  of long-term  debt. The  funds
generated  by  these  transactions were  primarily used  to repay  the
short-term indebtedness incurred by each system company to fund  their
ongoing  construction  programs,  and  also  to  redeem higher  coupon
long-term debt issues prior  to their  maturity. The  impact of  these
transactions  has  been to  gradually lower  the average  cost of  the
System's long-term debt portfolio.
    The Company currently has unsecured committed bank lines for
short-term debt aggregating $10,000,000 with three banks for which  it
pays commitment fees. At December 31, 1995, the unused portion of  the
committed  credit  lines  outstanding  was  $7,300,000.   The  average
interest rate on all short-term borrowings outstanding during 1995 was
6.59%.

                          Employee Relations

    As of December 31, 1995, the Company and its subsidiaries had 324
full-time employees. The Company considers its  relationship with  its
employees  to  be  good  and  has  not  experienced  any  major  labor
disruptions since the early 1960's. 
    There are 120 employees represented by labor unions.  In 1995, one
of Unitil's retail operating subsidiaries,  E&H, reached  a new  three
year  pact  with  its  employees  covered by  a collective  bargaining
agreement.  In 1994, two  of Unitil's  retail operating  subsidiaries,
CECo and  FG&E, reached  new three  year pacts  with their  respective
employees covered by collective bargaining agreements. The  agreements
provide for discreet  salary adjustments,  established work  practices
and provided uniform benefit packages. 
    The Company and its subsidiaries, where applicable, have in effect
funded  Retirement  Plans  and  related  Trust  Agreements   providing
retirement  annuities  for  participating  employees  at  age 65.  The
Company's policy is to fund the pension cost accrued. (See  Note 9  of
Notes to Consolidated Financial Statements contained in  Part II  Item
8. , page 35 .)
                 Executive Officers of the Registrant

     The names, ages and positions of all of the executive officers of
the Company as of March 1, 1995 are listed below, along  with a  brief
account of their business experience during the past  five years.  All
officers  are  elected  annually  by  the  Board of  Directors at  the
Directors' first meeting following the annual meeting which is held on
the third Thursday in  April, or  at a  special meeting  held in  lieu
thereof. There are no family relationships among  these officers,  nor
is there any arrangement or understanding between any officer and  any
other person pursuant to which the officer was  selected. Officers  of
the  Company also  hold various  Director and  Officer positions  with
subsidiary companies.

        NAME, AGE                     BUSINESS EXPERIENCE
       and Position                   During Past 5 years        
                               
PETER J. STULGIS, 45,          MR. STULGIS HAS BEEN A DIRECTOR
Chairman of the Board of       of the Company since its         
Directors and Chief            incorporation in 1984, and       
Executive Officer              Chairman of the Board and Chief  
                               Executive Officer since 1992.    
                               From 1987 - 1992,  Mr. Stulgis   
                               was Executive Vice President and 
                               Chief Financial Officer of the   
                               Company.                         
                               
MICHAEL J. DALTON, 55,         MR. DALTON HAS BEEN A DIRECTOR,
President and                  President and Chief Operating    
Chief Operating Officer        Officer of the Company since its 
                               incorporation in 1984.           
                               
GAIL A. SIART, 37,             MS. SIART WAS PROMOTED TO CHIEF
Chief Financial Officer,       Financial Officer in 1994.  Ms.  
Secretary and Treasurer        Siart has been Secretary of the  
                               Company since 1988 and Treasurer 
                               since 1992.  Prior to being      
                               elected Treasurer in 1992, Ms.   
                               Siart was the System's           
                               Subsidiary Treasurer since 1988. 
                                                                
                               
JAMES G. DALY, 38              MR. DALY WAS PROMOTED TO SENIOR
Senior Vice President          Vice President of Unitil Service 
Energy Resources               in 1994. Mr. Daly was Vice       
Unitil Service                 President of Unitil Service from 
                               1992 to 1994, and Asst. Vice     
                               President of Unitil Service from 
                               1988 to 1992.                    
                               
GEORGE R. GANTZ, 44            MR. GANTZ WAS PROMOTED TO SENIOR
Senior Vice President          Vice President of Unitil Service 
Business Development           in 1994.  Mr. Gantz was Vice     
Unitil Service                 President of Unitil Service from 
                               1989 to 1994, and Asst. Vice     
                               President of Unitil Service from 
                               1986 to 1989.                    


Item 2.  Properties

     CECo's distribution service center building and adjoining
administration  building,  totaling  37,560  square  feet  of  office,
warehouse and garage area, are located on land in the City of  Concord
owned  by  CECo  in  fee.  CECo's   seventeen  electric   distribution
substations constitute 94,400 KVA of capacity  for the  transformation
of electric energy from the 34.5  KV transmission  voltage to  primary
distribution voltage levels. The  electric substations  are, with  one
exception, located on land owned by CECo in fee. The sole exception is
located on land occupied pursuant to a perpetual easement.
     CECo has in excess of 39 pole miles of 34.5 KV electric
transmission facilities located, with minor exceptions, either on land
owned  by  CECo  in  fee  or on  land occupied  pursuant to  perpetual
easements.  CECo  also  has  618  pole  miles  of  overhead   electric
distribution primary voltage lines and approximately 97 cable miles of
underground primary voltage lines. The electric distribution lines are
located in, on or under public highways or private  lands pursuant  to
lease,  easement,  permit,  municipal   consent,  tariff   conditions,
agreement or license, expressed or implied through use by CECo without
objection by the owners. In the  case of  certain distribution  lines,
CECo owns only a part interest in the poles upon which  its wires  are
installed,  the  remaining  interest  being  owned  by  telephone  and
telegraph companies.
     Additionally, CECo owns in fee 137.7 acres of land located on the
east bank of the Merrimack River in the City of Concord. Of the  total
acreage, 81.2 acres are  located within  an industrial  park zone,  as
specified in the zoning ordinances of the City of Concord.
      The physical properties of CECo (with certain exceptions) and
its franchises are subject to the lien  of its  Indenture of  Mortgage
and Deed of Trust, as supplemented, under which the respective  series
of First Mortgage Bonds of CECo are outstanding.
      E&H's distribution and engineering service center building is
located  on  land  owned  by  E&H  in  fee.  E&H's  fourteen  electric
distribution substations, together with a 5,000 KVA mobile substation,
constitute 91,400 KVA of capacity for the  transformation of  electric
energy from the 34.5 KV transmission voltage  to primary  distribution
voltage levels. The electric substations are located on land owned  by
E&H in fee.
     E&H has in excess of 68 pole miles of 34.5 KV electric
transmission  facilities  located  on  land either  owned or  occupied
pursuant  to  perpetual  easements.  E&H also  has 688  pole miles  of
overhead electric distribution primary voltage lines and approximately
74  cable miles  of underground  primary voltage  lines. The  electric
distribution lines  are located  in, on  or under  public highways  or
private lands pursuant to lease, easement, permit, municipal  consent,
tariff conditions, agreement or license, expressed or implied  through
use by E&H without objection by  the owners.  In the  case of  certain
distribution lines, E&H owns only a part  interest in  the poles  upon
which its wires are installed, the remaining interest  being owned  by
telephone and telegraph companies.
     Certain physical properties of E&H and its franchises are subject
to  the  lien  of  its Indenture  of Mortgage  and Deed  of Trust,  as
supplemented,  under  which the  respective series  of First  Mortgage
Bonds of E&H are outstanding.
     FG&E owns a propane gas plant and leases an LNG plant, both of
which are located on land owned by it in fee. The Company has  entered
into agreements for joint ownership with others of one nuclear and two
fossil fuel generating facilities. At December 31, 1995, the  electric
properties  of  the  Company  consisted  principally  of  70 miles  of
transmission lines, 18 transmission and distribution substations  with
a total capacity of 383,275 KVA  and 656 miles of distribution  lines.
Electric transmission  facilities (including  substations) and  steel,
cast iron and plastic gas mains owned by the Company  are, with  minor
exceptions, located on land owned by the  Company in  fee or  occupied
pursuant  to  perpetual  easements.  The  Company  leases its  service
building, and its combustion  turbine electric  peaking generator  and
LNG facility. (See Business -  Electric Operations  and Energy  Supply
and  Gas  Operations  and  Supply  above  for  additional  information
regarding  the  Company's  plants,  facilities  and   gas  mains   and
services.)
     Unitil Realty currently owns 12 acres of land in fee, which is
located in the Town of Hampton, New Hampshire.  This  land, which  was
purchased  during  1995,  is  the  site of  Unitil's future  corporate
headquarters building.  This facility, which began construction during
the fall of  1995, is scheduled to be completed during  the summer  of
1996,  with  occupancy  by the  Company to  follow completion.     The
Company believes that its facilities are currently adequate for  their
intended uses. 
     Unitil Realty was, until February 13, 1995, the owner of the
Company's corporate headquarters and 36 acres of related land  located
in the Town of Exeter, New Hampshire. On that date, the  State of  New
Hampshire (the "State") took title to and possession of  the land  and
building through eminent domain. The building is to  be demolished  in
connection with the State's Route 101 highway expansion. (See  Capital
Requirements  under  Item  1.  of  this  Report).   The  State of  New
Hampshire  is currently  renting this  facility back  to the  Company,
until  the Company  completes the  construction of  its new  corporate
headquarters building. 

Item 3. Legal Proceedings

     In June, 1993, E&H was served with a complaint from Zeabrook
Associates, the owner of an apartment complex. In that complaint filed
in the New Hampshire Superior Court for Rockingham  County, the  owner
asserts that the Company improperly imposed a cash deposit requirement
for  new  residential customers  in the  claimant's apartment  complex
resulting in lost rental income and damages to reputation. The Company
believes that  these claims  are entirely  without merit,  and it  has
continued  to  defend  itself  against  them.  The  likelihood  of  an
unfavorable outcome  or extent  of loss  cannot be  estimated at  this
time.  
     The Company is also involved in other legal and administrative
proceedings and claims of various types  which arise  in the  ordinary
course of business. In the opinion of the Company's management,  based
upon  information  furnished  by  counsel  and  others,  the  ultimate
resolution of these  claims will  not have  a material  impact on  the
Company's  financial position.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None

                               PART II

Item 5.  Market For the Registrant's Common Equity and Related
         Stockholder Matters

Common Stock Data

Dividends Paid Per Common Share
                                                 1995       1994    
                                                       
1st Quarter                                      $0.32      $0.31
2nd Quarter                                       0.32       0.31
3rd Quarter                                       0.32       0.31
4th Quarter                                       0.32       0.31
The Year                                         $1.28      $1.24
                                                       
Price Range of Common Stock

                             1995                  1994
                      High/Ask   Low/Bid    High/Ask   Low/Bid
                                                       
     1st Quarter      17 5/8     16         19 5/8     18 1/4
     2nd Quarter      17 5/8     16 1/8     19 1/2     16 3/4
     3rd Quarter      20 1/8     16 5/8     19         15 7/8
     4th Quarter      21 3/8     19 1/8     18 1/4     16


ITEM 6.  SELECTED FINANCIAL DATA
                           1995     1994     1993     1992     1991
Consolidated Statements of                                   
Earnings (000's)                                                      
 Operating Income         $14,225  $13,754  $14,066  $13,328  $12,358
 Non-operating Expenses       217       64       62       94      626
 Income Before Interest    14,008   13,690   14,004   13,238   11,732
   Expense                                                               
 Interest Expense, Net      5,639    5,652    6,404    6,822    7,796
 Unsolicited Tender                                          
Offer and Merger Expenses
(Net of Taxes)               ----     ----     ----    (155)    1,571
                                                                
 Net Income                 8,369    8,038    7,600    6,416    3,936
   Dividends on               284      291      298      352      315
   Preferred Stock                                                       
Net Income Applicable to                                     
   Common Stock            $8,085   $7,747   $7,302   $6,064   $3,621

Balance Sheet Data (000's)        

 Utility Plant (original $190,177 $178,777 $171,540 $165,880 $160,775
                cost)                                               
 Total Assets             211,702  204,521  201,509  172,348  170,390
 Capitalization and                                          
   Short-term Debt:                                                      
    Common Stock Equity    63,895   59,997   56,234   52,608   49,887
    Preferred Stock         3,999    4,094    4,198    4,277    4,412
    Long-Term Debt         63,505   65,580   57,378   62,041   60,442
    Short-Term Notes        2,700     ----    8,400    4,780    9,550
       Payable                                                               
 Total Capitalization     134,099  129,671  126,210  123,706  124,291
 Capitalization Ratios:                                      
    Common Stock Equity       49%      46%      45%      43%      40%
    Preferred Stock            3%       3%       3%       3%       4%
    Long-Term &               48%      51%      52%      54%      56%
       Short-Term Debt                                                       
                                                             
Common Stock Data (000's)                                       
  Shares of Common Stock    4,330    4,268    4,205    4,152    4,119
     (Year-End)                                                            
  Shares of Common Stock    4,299    4,234    4,181    4,133    4,115
     (Average)                                                             
                                                             
Per Share Data                                               
  Earnings Per Average      $1.88    $1.83    $1.75    $1.50    $0.50
     Share                                                                 
  Dividends Paid Per        $1.28    $1.24    $1.15    $1.10    $1.04
     Share                                                                 
  Book Value Per Share     $14.76   $14.06   $13.37   $12.67   $12.11
                                                             
Electric and Gas                                             
Statistics                                                            
 Electric Sales-(MWH)     1,401,292 1,358,165 1,303,326 1,260,747 1,230,049
 Customers Served-Year End   88,316    86,782    85,383    85,131    84,222
 Gas Sales-(000's of Therms) 22,303    23,057    22,763    23,281    20,394
 Customers Served-Year End   14,846    15,012    15,340    15,514    15,713

Note: The above data have been combined and restated to reflect the
merger of FG&E into the Unitil System and the two-for-one stock split
that occurred in 1992.

Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations

Earnings and Dividends

    Unitil's earnings were $1.88 per common share for the year ending
December 31, 1995, an increase over the prior year record earnings per
share achieved in 1994 and 1993 of $1.83 and $1.75, respectively.  The
average return on common equity in 1995 was 13.1%. 1995's earnings'
performance primarily reflects increased electric base revenue from
higher energy sales by Unitil's retail operating companies as well as
the continued ability to effectively manage and control the System's
operating costs.
    In 1995, Unitil continued its history of steadily increasing its
dividend. Common stock dividends in 1995 were $1.28 per share, an
increase of 3.2% over the 1994's annual dividend and a dividend payout
ratio of 68%. At its January 1996 meeting, the Unitil Board of
Director's increased the quarterly dividend by 3.1% to $0.33 per
share, resulting in the current effective annualized dividend of $1.32
per share. 

Year in Review

    The System's total electric base revenue was up by 2.5% in 1995
due to an overall increase in kilowatt-hour sales and kilowatt billing
demands of 3.2% and 4.4%, respectively. This increase was mainly due
to continuing growth in the demand for energy by the System's largest
industrial and commercial customers. In 1995, kilowatt-hour sales grew
by 7.9% to this group of customers. In addition, extreme seasonal
weather patterns in 1995 also played a significant role on sales to
the more weather-sensitive residential and commercial customer groups.
In the third quarter, electric sales used for cooling purposes was
supported by one of the hottest third quarters on record in New
England.  In contrast, there was a significant decline in
weather-sensitive energy sales during the first quarter of the year,
during one of the mildest winter heating seasons in 30 years. The
weather in this quarter, as measured by heating degree days, was 16%
warmer than the same period last year.  As a result, electric
kilowatt-hour sales to residential customers, whose usage was impacted
most by the mild first quarter, remained relatively unchanged from the
prior year.
    The following table details total kilowatt -hour sales in each of
the last three years by customer group:

KWH Sales (000's)                      
                               1995       1994       1993
                                       
Residential                  507,233    507,071    495,395
                                               
Commercial                   381,292    374,769    375,413
                                               
Large Commercial/Industrial  500,945    464,357    419,989
                                           
Other Sales                   11,822     11,968     12,053 
                                       
Total KWH Sales            1,401,292  1,358,165  1,302,848


    The mild winter in the first quarter of 1995 also had a negative
impact on gas sales for the year. In 1995, gas base revenue decreased
by 3.3% due to lower gas firm therm sales compared to the prior year.
The bulk of the decrease in firm therm sales was caused by a decrease
of more than 6% in sales to residential customers, reflecting the
extremely mild winter heating season. The following table details
total firm therm sales in each of the last three years by customer
group: 

Firm Therm Sales (000's)                                        
                         1995    1994    1993
                                       
Residential            12,523  13,345  13,399 
Commercial              6,208   5,892   5,642 
Industrial              3,572   3,820   3,722 
                                       
Total Therm Sales      22,303  23,057  22,763 


    With more normal winter weather, growth of both electric and gas
sales in the first quarter of 1996 should show marked improvement over
1995. In addition, electric energy sales to industrial and commercial
customers are also expected to continue to increase in 1996 as new
businesses look to Unitil for their energy services and existing
customers expand their operations. In particular, the Company will be
aggressively marketing its  Energy BankTM program throughout 1996.
Energy BankTM  is an innovative economic development program designed
to bring low-cost energy to new and expanding industrial customers.
With rates in the range of 5 cents/KWH this program offers electric
energy at a price that is equal to the National Average industrial
rate and is 40% below the current average industrial rate in New
England. 
    The System's operations-related costs (not including fuel,
purchased power and conservation program costs, which are normally
recovered from customers through periodic cost recovery adjustment
mechanisms) were relatively unchanged in 1995 compared to 1994,
reflecting the continued success of the Company's disciplined approach
to cost management practices and procedures.  Local property taxes
increased 13.2% in1995, compared to prior year levels, mainly
reflecting annual property tax increases on utility property.

OPERATING REVENUES

    The following Table compares the major components of Operating
Revenues for 1995, 1994 and 1993.

Operating Revenue ($000's)                                      

                            1995        1994        1993
                                       
Base Electric Revenue     $45,458     $44,381     $43,406
Fuel and Purchased Power   90,558      88,103      88,001
Conservation Program Costs  2,084       1,613       1,348  
   Total Electric Revenue 138,099     134,097     132,755 
                                       
Base Gas Revenue            7,105       7,348       7,332 
Cost of Gas                 8,202       9,935      10,066 
Interruptible Revenue       2,323       1,412       1,088 
 Total Gas Revenue         17,630      18,695      18,486
                                       
Other Revenue                 941         625         368 
                                       
 Total Operating Revenue $156,670    $153,416    $151,609


    Electric Operating Revenue increased by approximately $4.0
million, or 3%, in 1995 compared to 1994. Total electric operating
revenue is comprised of electric base revenue, fuel and purchased
power revenue and conservation and load management program revenue. 
Fuel and purchased power revenue are collected from customers through
the operation of periodic cost recovery adjustment mechanisms. Changes
in this component of operating revenue do not affect net income as
they normally mirror corresponding changes in fuel and purchased power
costs. Conservation and load management program revenue is also
collected from customers through a periodic cost recovery mechanisms,
reflecting underlying changes in conservation and load management
program costs. Electric base revenue is that portion of electric
operating revenue that has a direct impact on net income. In 1995,
electric base revenue rose by approximately $1.0 million. This 2.5%
increase in electric base revenue was due to the continued growth in
the System's electric energy sales to its customers.
    In 1994, the System's electric operating revenue increased by
approximately $1.3 million, or 1% with the electric base revenue
portion increasing by approximately 2.2%. This increase in electric
base revenue in 1994, compared to 1993, was due to the growth in the
System's total electric kilowatt-hour sales and kilowatt billing
demands of 4.2% and 3.3%, respectively. Partially offsetting this
comparative year-over-year increase in electric base revenue was the
full-year impact of a voluntary base rate reduction that was
implemented by the Company's Massachusetts retail operating subsidiary
in December 1993.
    Gas Operating Revenue decreased by about $1.1 million, or 5.7%, in
1995 compared to 1994. Gas operating revenue is comprised of three
components: cost of gas revenue, interruptible revenue and gas base
revenue. Cost of gas revenue is collected from customers through the
operation of a cost of gas adjustment mechanism. Changes in this
component of gas operating revenue does not affect net income as it
reflects corresponding changes in gas supply costs. Interruptible
revenue increased by about $900,000, an increase of more than 64%, due
to very favorable spot market prices for gas in 1995. Margins earned
on interruptible gas sales are used to directly lower rates to firm
customers through the cost of gas adjustment mechanism and do not
directly impact the Company's net income. Gas base revenue is that
portion of gas operating revenue that has a direct impact on net
income. In 1995, gas base revenue decreased approximately $243,000
based on an overall decrease of 3.3% in firm therm sales, due to an
extremely mild heating season.
    In 1994, total gas operating revenue increased by about $200,000,
or 1%, as compared to 1993. Interruptible revenue increased more than
29%, reflecting an improvement in the competitive pricing of gas a
fuel choice for duel-fuel interruptible customers in 1994, as compared
to 1993. Gas base revenue increased slightly in 1994 due to an
increase of 1.3% in therm sales to firm customers. Partially
offsetting this comparative year-over-year increase in gas base
revenue was a full year impact of a voluntary base-rate reduction that
was implemented by the Company's Massachusetts retail operating
subsidiary in December 1993.
    Other Revenue of $940,954 in 1995 and $624,560 in 1994 was
principally derived from Unitil Resources, the Company's energy
consulting subsidiary, which began providing consulting services to
non-affiliate companies in mid-1993. These consulting services have
chiefly related to the provision of administrative, management, and
power brokering services. One of Unitil Resources principal customers
terminated its  service agreement with the Company as of December 31,
1995, which will reduce Unitil Resource's contributions to earnings in
1996, unless new agreements are entered into to replace the revenue
that was billed under this former agreement.

OPERATING EXPENSES 

    Fuel and Purchased Power reflects the cost of fuel used in
electric generation and wholesale energy and capacity purchased to
meet the Unitil System's electric energy requirements. Fuel and
purchased power expenses (normally recoverable from customers through
periodic cost recovery adjustment mechanisms) increased $2.0 million,
or 2.2% in 1995 compared to 1994. The change reflects an increase in
the System's total energy requirements in 1995, partially offset by
reduction in the average unit cost of the System's power supply
portfolio. Power supply markets continued to be very competitive in
1995, providing many opportunities to achieve cost savings through
active participation in the market and management of the System's
resource portfolio. The combined resource portfolio of the Unitil
System is comprised of a variety of power supply sources, including
owned generation, utility purchase power contracts and purchases from
non-utility generators. The Unitil System's total energy supply
resources for 1995 were comprised of: 16% from subsidiary-owned
generation; 61% from various utility-purchased power contracts; and
23% representing purchases from non-utility generation units. 
    In 1994 compared to 1993, fuel and purchase power expenses were
relatively unchanged reflecting favorable pricing of existing
long-term power supply commitments and competitive short-term power
supply markets. 
    Purchased Gas reflects gas purchased and made to supply the
System's total gas energy requirements. Purchased Gas decreased by
approximately $617,000 or 5.5% in 1995 as compared to 1994.
Significant decreases in gas prices due to favorable gas supply
markets more than offset the 10.5% increase in therms purchased
(including gas purchased for interruptible sales). Purchased Gas
increased by almost $44,000, or 0.4% in 1994 as compared to 1993,
based on an increase of 7.2% in therms purchased, offset by a lower
unit cost of gas. Purchased Gas is normally recoverable from customers
through the cost of gas adjustment mechanism. 
   Under Order 636, the Federal Energy Regulatory Commission (FERC)
has allowed gas pipeline suppliers to recover prudently incurred costs
resulting from the transition into a deregulated environment.  The
Company's combination gas & electric utility operating subsidiary, has
been incurring FERC-approved transition charges from its natural gas
pipeline supplier since 1992.  Through the end of 1995, the amount of
transition costs incurred by the Company totaled approximately
$2,200,000.  These costs are being recovered directly from gas
customers customers through the cost of gas adjustment mechanism.  On
the basis of estimates included in rate filings before the FERC and
other publicly available information, the Company currently estimates
that it may incur up to an additional $1,200,000 of transition costs
in future years. The Company  expects full recovery of these costs
through billings to customers. 
    Operation and Maintenance expense increased by about $900,000, or
4.2% in 1995 compared to 1994. This increase primarily reflects higher
 conservation and load management program expenditures (which are
recoverable from customers through periodic cost recovery mechanisms).
In 1995, expenditures on this component of operation and maintenance
expenses was over $2.1 million -- a 30% increase over 1994's
conservation and load management program expenditure level. Excluding
these costs, the System's total operating and maintenance costs were
relatively unchanged in 1995 compared to 1994. This performance
primarily reflects the success of the Company's disciplined approach
to cost management practices and procedures. 
    In 1994, Operation and Maintenance expense increased by almost
$900,000 million, or 4.3%. Almost one-third of the increase in
Operating and Maintenance was due to a 20% rise in expenditures on
demand-side management and conservation programs during 1994, as
compared to 1993. The remaining increase in 1994's Operating and
Maintenance reflects modest overall growth of about $500,000, or 2.7%
in the System's operation and maintenance costs.  The majority of this
increase was due to extensive gas distribution system maintenance and
repairs conducted in 1994.

DEPRECIATION, AMORTIZATION and TAXES

    Depreciation and Amortization expense increased more than 3% for
both 1995 and 1994 over the prior year due primarily to a higher level
of plant in service.

    Amortization of the Cost of Abandoned Properties principally
relates to the abandonment of an investment in the Seabrook Nuclear
Power Plant by the Company's Massachusetts retail operating
subsidiary. A portion of the former investment in this project is
being recovered in rates to electric customers as allowed by the
Massachusetts Department of Public Utilities.

    Federal and State Income Taxes  remained relatively unchanged in
1995 compared to 1994 despite an increase in net income before taxes
of approximately $309,000, or 2.5%.  This result primarily reflects
non-recurring tax benefits realized by the Company from a donation of
land to the Park 2000 project in Fitchburg, Massachusetts and the tax
loss realized on the State of New Hampshire's taking by eminent domain
 of the Company's corporate headquarters in Exeter, New Hampshire.
Federal and State Income Taxes increased by $462,000 or 12.5% in 1994
due to higher net income before taxes of approximately $900,000.

    Local Property Taxes increased $353,956, or 13.2%, in 1995. This
increase mainly reflects the annual property tax increases set by
local communities. Local Property taxes increased in 1994, compared to
1993 by 14.4%.

NON-OPERATING EXPENSES

    For 1995, Non-Operating Expenses increased by approximately
$152,700, primarily reflecting  a  $141,000 non-operating loss as a
result of the State of New Hampshire's taking by eminent domain of the
Company's corporate headquarters in Exeter,  New Hampshire.

INTEREST EXPENSE

    Interest Expense, Net  remained relatively unchanged in 1995 over
1994, as  interest income and reduced short-term borrowing costs
offset increased long-term debt related interest costs.  Higher
long-term debt interest costs in1995, compared to the prior year,
reflect the conversion of short-termdebt into long-term debt in late
1994 by the Company's New Hampshire retail operating subsidiaries.
    Interest Expense decreased approximately 12% in 1994 compared to
1993, due primarily to the refinancing of long-term debt at lower
interest rates. Also contributing to lower interest costs was the
general decline in short-term borrowing costs during this period.
CAPITAL REQUIREMENTS AND LIQUIDITY

    The Unitil System companies require capital for the acquisition of
property, plant and equipment in order to improve, protect, maintain
and expand their electric and gas operating systems. Capital necessary
to meet these requirements are derived primarily from the Company's
retained earnings and through the System's Dividend Reinvestment and
Common Share Purchase Plan. When internally-generated funds are not
available, it is the Company's policy to borrow interim funds on a
short-term basis to meet the capital requirements of its subsidiaries
and, when necessary, to repay short-term debt through the issuance of
permanent financing on an individual company basis. The size and
timing of such financings depend on developments in the securities
markets, the ability to meet certain financing covenants and the
receipt of appropriate regulatory approval. The Company attempts to
maintain a conservative capitalization structure, which contributes to
both the stability of Unitil and its ability to market new securities.
The Company has been able to access the financial markets to meet its
capital requirements and does not anticipate a change in its access
to, or the availability of, capital in the coming year.

 Operating Activities (in $000's):
                                      1995     1994     1993
Net Cash Provided by                   
                                                
  Operating Activities              $17,018  $16,349  $12,989
                                      


    Cash flow from operations increased by $0.7 million in 1995 after
increasing by $3.4 million in 1994. These larger cash flow balances in
recent years reflect increased earnings by the Company and  changes in
its working capital requirements, as detailed in the Consolidated Cash
Flow Statements. 

 Investing Activities (in $000's):
                                        1995     1994     1993
Net Cash Used in Investing Activities $12,645   $8,943   $7,714
                                   

    Cash flow from investing activities increased approximately $3.7
million in 1995 as a result of planned spending for utility system
improvements, as well as the State of New Hampshire's taking by
eminent domain of the Company's current headquarters and the
associated commencement of construction of a new corporate
headquarters. Total capital expenditures increased by $5.7 million in
1995, to $14.6 million, reflecting increased spending of approximately
$2.3 million for normal utility system improvements and $3.4 million
for the construction on a new corporate headquarters. These increases
in capital expenditures were offset by proceeds of $2.0 million from
the taking of the Company's corporate headquarters.
    In February 1995 Unitil's corporate headquarters located in
Exeter, New Hampshire was taken by the State of New Hampshire through
eminent domain, in connection with the State's Route 101 highway
expansion project. While the impact of this transaction has been fully
recognized in the financial results for 1995, Unitil is currently
appealing the valuation placed upon its land and building by the State
during the taking process and is seeking additional compensation. As a
result of this taking, the Company purchased land in Hampton, New
Hampshire during 1995 and began construction of a new corporate
headquarters, which is scheduled for completion during the summer of
1996.
    In 1996, total capital expenditures are expected to approximate
$18.9 million. This projection reflects capital expenditures of
approximately $14.8 million for normal utility system expansions,
replacements and other improvements and capital expenditures of
approximately $4.1 million related to the completion of construction
of its new corporate headquarters.

 Financing Activities (in $000's):
                                       1995     1994     1993
Net Cash Used In Financing Activities                      
 Financing                           $4,785   $5,301   $5,789

    The change in  cash flows from financing activities in 1995
compared to 1994 primarily reflects increases in the System's
short-term borrowings and capitalized lease obligations at year end as
detailed in the Consolidated Cash Flow Statements.  Short term
borrowing requirements are met through Unitil's committed credit
facilities with three different banks, which currently total $10
million. 
    No long-term debt was issued by any of the Unitil System companies
during 1995, however during both 1994 and 1993 Unitil's three retail
operating companies  completed private placements of long-term debt.
The funds generated by these transactions were primarily used to repay
the short-term indebtedness incurred by each System company to fund
their ongoing construction programs, and  to redeem higher coupon
long-term debt issues prior to their maturity. The impact of these
transactions has been to lower the average cost of the System's
long-term debt portfolio.
    The Company does expect to undertake a long-term financing for
Unitil Realty Corp. during 1996, following the completion of
construction on its new corporate headquarters. The purpose of this
financing will be to repay short-term debt incurred to finance
construction of the building.
    During 1995, the Company raised $1,009,499 of additional common
equity capital through the issuance of 58,457 shares of common stock
in connection with the Dividend Reinvestment and Tax Deferred Savings
and Investment plans.  The Company raised $1,037,809 of additional
common equity capital in 1994 and $880,154 of additional equity
capital in 1993, through the respective issuance of 58,229 and 46,291
shares of common stock in connection with these plans. The Company
also issued shares during each of the years from 1993 through 1995 as
a result of the exercise of options granted under the Company's Key
Employee Stock Option Plan (KESOP). The total number of shares issued
under the KESOP plan in 1995, 1994 and 1993 were 3,291 shares, 4,110
shares and 6,966 shares, respectively.

REGULATORY MATTERS

    At the state level in both New Hampshire and Massachusetts, and at
the federal level, recent regulatory activity has focused on
determining how to deregulate the retail sale of electricity to allow
for a more competitive market.  As the trend continues towards
competition in the electric utility industry, Unitil has actively
participated in industry, legislative and regulatory proceedings on
the issues of competition and industry restructuring at both the
federal and state levels, favoring a reasonable and orderly transition
to competition and more choice for all customers.  
    Both the New Hampshire Public Utilities Commission (the "NHPUC")
and the New Hampshire Legislature have been involved in discussions
and analysis relative to competition in the industry.  Early in 1995,
the NHPUC  issued an order in response to a petition by a power
marketer seeking to sell to certain industrial customers of an
investor-owned New Hampshire utility.  In that order the NHPUC ruled
that utilities in New Hampshire do not have exclusive franchise
territories as a matter of law and directed the marketer to seek a
declaratory order from the Federal Energy Regulatory Commission
regarding its proposed transactions.  This decision has been appealed
to the New Hampshire Supreme Court.  In June 1995  New Hampshire
Senate Bill 168 (SB 168), was signed into law. SB 168 establishes a
legislative committee to consider changes in the structure of the
electric utility industry.  The act also directs the NHPUC to begin a
retail competition pilot program and to act within five months to
establish standards for utility discounts to industrial customers. 
The legislative committee and its subcommittees met regularly during
the summer and fall of 1995.  Several members sponsored new
legislation, including legislation currently being debated that would
require utilities to file restructuring plans with the NHPUC by June
1996, with statewide retail competition by June 1998. The NHPUC has
issued its preliminary guidelines for the retail wheeling pilot
program incorporating implementation by May 1996 and is expected to
issue its final guidelines in March 1996. The NHPUC issued its final
guidelines on discount rates for industrial customers in November
1995.  The NHPUC aproved the Company's Energy BankTM  program in
accordance with these guidelines in December 1995.
    During 1995, the Massachusetts Department of Public Utilities (the
"MDPU") concluded the initial hearings in an electric industry
restructuring docket and has issued an order requiring the three
largest Massachusetts' electric utilities to file restructuring plans
in February1996 and the remaining Massachusetts' electric utilities
(including FG&E) to file restructuring plans three months after the
MDPU issues orders regarding the first three plans.
    CECo, E&H, and FG&E have all received regulatory approval for the
Company's Energy BankTM  program.  Energy Bank is an innovative
economic development program designed to bring low-cost energy to new
and expanding industrial customers. With rates in the range of 5
cents/KWH this program offers electric energy at a price that is equal
to the National Average industrial rate and is 40% below the current
average industrial rate in New England.  In addition to providing
substantial benefits to new and expanding industrial customers in the
form of very competitive and responsive market pricing, Energy Bank
will also provide significant benefits to all the System's customers
in the form of local economic development activity, reduced power
costs, and lower costs to all customers through the issuance of Power
Dividends.
    The last formal regulatory hearings to increase base rates for
Unitil's three retail operating subsidiaries occurred in 1985 for
Concord Electric Company, 1984 for Fitchburg Gas and Electric Light
Company and 1981 for Exeter & Hampton Electric Company.  A majority of
the System's operating revenues are collected under various periodic
rate adjustment mechanisms including: fuel, purchased power, cost of
gas and conservation program cost recovery mechanisms.

ENVIRONMENTAL 

    The Company continues to work with federal and state environmental
agencies to assess the environmental contamination in the vicinity of
former gas manufacturing sites operated by Fitchburg Gas and Electric
Light Company, the Company's  combination gas and electric operating
subsidiary.  Based on information developed over the last several
years, it has been discovered that there is environmental
contamination at a former gas manufacturing plant in Fitchburg, MA
(the Sawyer Passway site).  In December 1995 the Company accepted a
Tier 1B permit from the Massachusetts Department of  Environmental
Protection (DEP) to address the site pursuant to the requirements of
the Massachusetts Contingency Plan.  Further investigations are
necessary to assess the extent and nature of the contamination, and to
evaluate potential remedies.  Reports on those investigations are due
to be filed with the DEP in early 1997. Because these investigations
are at an early stage management cannot, at this time, predict the
costs of future analysis and remediation. The costs of such
assessments and any remedial action determined to be necessary will
initially be funded from traditional sources of capital and recovered
from customers under a rate recovery mechanism approved by the MDPU. 
The Company also has a number of liability insurance policies that may
provide coverage for environmental remediation at this site. 

NEW ACCOUNTING STANDARDS

    Effective for fiscal years beginning after December 15, 1995,
Statement of Financial Accounting Standards No. 121 (SFAS 121)
"Accounting for the Impairment of Long-lived Assets and for Long-lived
Assets to be Disposed of," will require the Company to  review 
long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable.  It is expected that the adoption of this standard will
not have a material impact on the results of operations. financial
condition, or cash flows of the Company.
    Effective for fiscal 1996, SFAS No. 123, "Accounting for
Stock-Based Compensation," is required to be implemented.  This
statement provides the Company with the choice to continue with its
current method of accounting for stock-based compensation or to adopt
a new "fair value" method contained in SFAS No. 123.  The Company
expects to continue with its current method of accounting for
stock-based compensation and to provide the SFAS No. 123 required
disclosures in the notes to the financial statements.

Item 8. Financial Statements and Supplementary Data

Report of Independent Certified Public Accountants
To the Shareholders of Unitil Corporation:

    We have audited the accompanying consolidated balance sheets and
consolidated statements of capitalization of Unitil Corporation and
subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of earnings, cash flows and changes in common
stock equity for each of the three years in the period ended December
31, 1995.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.
    We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation.  We believe our audits provide a reasonable
basis for our opinion.
    In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position
of Unitil Corporation and subsidiaries as of December 31, 1995 and
1994, and the consolidated results of their operations and their
consolidated cash flows for each of the three years in the period
ended December 31, 1995, in conformity with generally accepted
accounting principles.
    We have also audited Schedule VIII of Unitil Corporation and
subsidiaries as of December 31, 1995 and for the three years then
ended included in Part IV Item 14(a)(2).  In our opinion, the schedule
presents fairly, in all material respects, the information required to
be set forth therein.


                                                   GRANT THORNTON LLP
Boston, Massachusetts
February 9, 1996





CONSOLIDATED BALANCE SHEETS

ASSETS
                                             December 31,          
                                        1995             1994
                                                   
Utility Plant:                                     
     Electric                       $148,458,414     $142,311,415
     Gas                              27,220,705       25,652,522
     Common                            8,494,093        9,783,183
     Construction Work in Progress     6,003,991        1,029,681

Utility Plant                        190,177,203      178,776,801
Less: Accumulated Depreciation        60,682,742       57,203,799
Net Utility Plant                    129,494,461      121,573,002
                                                   
Other Property & Investments              42,448          137,698
                                                   
                                                   
Current Assets:                                    
     Cash                              3,397,931        3,810,123
     Accounts Receivable - Less                    
Allowance for Doubtful Accounts of    14,931,699       13,281,686
$622,596 and $573,849                                             
     Materials and Supplies            2,275,865        2,089,979
     Prepayments                         434,727          408,701
     Accrued Revenue                   2,577,715        2,292,297
          Total Current Assets        23,617,937       21,882,786
                                                   
                                                   
Deferred Assets:                                   
     Debt Issuance Costs                 885,258          955,931
     Cost of Abandoned Properties     27,254,791       28,772,838
     Prepaid Pension Costs             6,689,093        5,801,714
     Other Deferred Assets            23,718,296       25,397,492
          Total Deferred Assets       58,547,438       60,927,975
                                                   
TOTAL                               $211,702,284     $204,521,461


  (The accompanying Notes are an integral part of these statements.)




CAPITALIZATION AND LIABILITIES
                                                   December 31,          
                                              1995             1994
                                                     
Capitalization:                                      
     Common Stock Equity               $63,894,789      $59,997,198
     Preferred Stock,                      225,000          225,000
        Non-Redeemable, Non-Cumulative                                      
     Preferred Stock, Redeemable,        3,773,900        3,868,600
        Cumulative                                                          
     Long-Term Debt, Less Current       62,211,000       65,288,231
        Portion                                                             
          Total Capitalization         130,104,689      129,379,029
                                                     
Capitalized Leases, Less Current         3,732,947        3,377,389
   Portion                                                             
                                                     
Current Liabilities:                                 
     Long-Term Debt, Current Portion     1,294,000          292,090
     Short-Term Debt                     2,700,000            ----       
     Accounts Payable                   14,565,075       12,491,041
     Dividends Declared and Payable        170,796          152,210
     Refundable Customer Deposits        2,237,851        2,482,779
     Taxes Accrued                         216,596         (345,243)
     Interest Accrued                    1,425,876        1,376,477
     Capitalized Leases, Current Portion   741,832          460,152
     Accrued and Other Current           2,202,096        2,546,878
        Liabilities                                                         
          Total Current Liabilities     25,554,122       19,456,384
                                                     
Deferred Liabilities:                                
     Investment Tax Credits              1,803,821        2,006,168
     Other Deferred Liabilities          9,763,878        9,212,872
          Total Deferred Liabilities   11,567,699       11,219,040
                                                     
Deferred Income Taxes                   40,742,827       41,089,619
                                                     
Commitments and Contingencies (Note 10)                             
                                                     
  TOTAL                               $211,702,284     $204,521,461


  (The accompanying Notes are an integral part of these statements.)


CONSOLIDATED STATEMENTS OF EARNINGS

                                         Year Ended December 31,      
                                              
                                     1995         1994         1993
                                                           
Operating Revenues:                                        
     Electric                   $138,099,371 $134,096,627 $132,754,707
     Gas                          17,629,879   18,694,703   18,486,105
     Other                           940,954      624,560      368,010
       Total Operating Revenues  156,670,204  153,415,890    151608822

Operating Expenses:
     Fuel and Purchased Power     92,346,024   90,342,737   90,485,320
     Gas Purchased for Resale     10,522,742   11,139,311   11,094,848
     Operation and Maintenance    22,824,218   21,903,619   21,010,303
     Depreciation                  6,315,613    6,129,617    5,949,072
     Amortization of Cost of       1,518,047    1,605,640    1,528,873
        Abandoned Properties                                                   
     Provisions for Taxes:                                 
      Local Property and Other     4,784,109    4,384,032    3,779,459
      Federal and State Income     4,134,826    4,156,479    3,694,573
       Total Operating Expenses  142,445,579  139,661,435  137,542,448

Operating Income                  14,224,625   13,754,455   14,066,374
    Non-Operating Expenses           216,860       64,108       62,084

Income Before Interest Expense    14,007,765   13,690,347   14,004,290
    Interest Expense, Net          5,638,969    5,652,148    6,404,223

Net Income                         8,368,796    8,038,199    7,600,067
     Less Dividends on Preferred     283,749      291,543      297,577
        Stock                                                                  
Net Income Applicable to Common   $8,085,047   $7,746,656   $7,302,490
   Stock                                                                  
                                                           
Average Common Shares Outstanding  4,298,752    4,234,062    4,180,534
                                                           
Earnings Per Average Common Share      $1.88        $1.83        $1.75
Share                                                                  
                                                           

  (The accompanying Notes are an integral part of these statements.)


CONSOLIDATED STATEMENTS OF CAPITALIZATION

                                                    December 31,       
                                                 1995         1994
                                                          
Common Stock Equity                                       
  Common Stock, No Par Value (Authorized -   $32,822,673  $31,751,984
8,000,000 shares; Outstanding - 4,329,585
and 4,267,837 Shares)                              
  Paid in Capital - Stock Options              1,299,177    1,062,198
  Retained Earnings                           29,772,939   27,183,016
      Total Common Stock Equity               63,894,789   59,997,198
Preferred Stock                                           
  CECo Preferred Stock, Non-Redeemable,          225,000      225,000
Non-Cumulative:                                                       
  6% Series, $100 Par Value                             
     CECo Preferred Stock, Redeemable,           215,000      230,000
Cumulative:                                                           
  8.70% Series, $100 Par Value                          
     E&H Preferred Stock, Redeemable, Cumulative:                            
    5% Series, $100 Par Value                     98,000      105,000
    6% Series, $100 Par Value                    168,000      175,000
    8.75% Series, $100 Par Value                 344,300      344,300
    8.25% Series, $100 Par Value                 406,000      436,000
  FG&E Preferred Stock, Redeemable, Cumulative:                           
    5.125% Series, $100 Par Value              1,076,600    1,108,100
    8% Series, $100 Par Value                  1,466,000    1,470,200
      Total Preferred Stock                    3,998,900    4,093,600

Long-Term Debt

  CECo First Mortgage Bonds:
    Series C, 6.75%, due January 15, 1998      1,584,000    1,584,000
    Series H, 9.43%, due September 1, 2003     6,500,000    6,500,000
    Series I, 8.49%, due October 14, 2024      6,000,000    6,000,000
  E&H First Mortgage Bonds:                               
    Series E, 6.75%, due January 15, 1998        511,000      518,000
    Series H, 8.50%, due December 15, 2002       910,000    1,015,000
    Series J, 9.43%, due September 1, 2003     5,000,000    5,000,000
    Series K, 8.49%, due October 14, 2024      9,000,000    9,000,000
  FG&E Long-term Notes:                                   
    Twelve year Notes, 8.55%, due March 31,   15,000,000   15,000,000
       2004                                                                  
    Thirty year Notes, 6.75%, due November    19,000,000   19,000,000
       30, 2023                                                              
  Unitil Realty Promissory Note:                          
    10.59%, due October 25, 1998                 ----       1,963,321
        Total Long-Term Debt                  63,505,000   65,580,321
  Less:  Long-Term Debt, Current Portion       1,294,000      292,090
          Total Long-Term Debt, Less Current  62,211,000   65,288,231
             Portion                                            
Total Capitalization                        $130,104,689 $129,379,029


  (The accompanying Notes are an integral part of these statements.)


CONSOLIDATED STATEMENTS OF CASH FLOWS

                                       Year Ended December 31,      
                                    1995        1994        1993
Cash Flows From Operating Activities:              
     Net Income                  $8,368,796  $8,038,199  $7,600,067
     Adjustments to Reconcile                            
        Net Income to Net Cash Provided
        by Operating Activities:                                               
          Depreciation and        7,833,660    7,735,257  7,477,945
             Amortization                                    
          Deferred Taxes           (314,365)     257,630   (333,569)
          Amortization of          (202,347)    (210,676)  (216,698)
             Investment Tax Credit                        
          Amortization of Debt       72,252       63,882     118,602
             Issuance Costs                            
          Provision for Doubtful    889,320      717,735     837,589
             Accounts                             
          Loss on Taking of Land    140,698        ----        ----
             and Building                                   
                                                         
     Changes in Assets and Liabilities:                      
        (Increase) Decrease In:                          
          Accounts Receivable    (2,539,334)    (281,549)   (301,328)
          Materials and Supplies   (185,886)     437,485      96,069
          Prepayments and          (913,405)    (704,790)   (567,381)
             Prepaid Pension                               
          Accrued Revenue          (285,418)   1,354,192    (174,327)
       Increase (Decrease) In:                           
          Accounts Payable        2,074,034     (949,245)  1,501,166
          Refundable Customer      (244,928)     744,325    (160,621)
             Deposits                               
          Taxes and Interest        611,238     (396,700)   (791,986)
             Accrued                                          
          Other, Net              1,713,521     (456,528)  (2,096,725)
   Net Cash Provided by Operating
      Activities                 17,017,836   16,349,217   12,988,803
                                                               
                                                         
Cash Flows From Investing Activities:                 
     Acqusition of Property,     (14,644,963)  (8,943,491)  (7,713,542)
        Plant & Equipment
     Proceeds from Taking of       2,000,000            0            0
        Land & Building                                                     
   Net Cash Used in Investing
      Activities                 (12,644,963)  (8,943,491)  (7,713,542)
                                                              
Cash Flows from Financing Activities:          
     Proceeds From (Repayment     2,700,000    (8,400,000)   3,620,000
       of) Short-Term Debt
     Proceeds From Issuance of         ----    15,000,000   19,000,000
        Long-Term Debt                                                      
     Repayment of Long-Term Debt (2,075,321)   (6,797,773) (23,662,436)
     Dividends Paid              (5,760,286)   (5,514,283)  (5,076,146)
     Issuance of Common Stock     1,070,689     1,108,976    1,016,590
     Retirement of Preferred        (94,700)     (104,100)     (78,800)
        Stock                                                               
     Repayment of Capital Lease    (625,447)     (594,209)    (608,569)
        Obligations                                                         
   Net  Cash Used in Financing   (4,785,065)   (5,301,389)  (5,789,361)
      Activities
Net Increase (Decrease) in Cash    (412,192)    2,104,337     (514,100)
Cash at Beginning of Year         3,810,123     1,705,786    2,219,886
Cash at End of Year              $3,397,931    $3,810,123   $1,705,786
                                                         
Supplemental Cash Flow Information:                      
     Interest  Paid              $5,942,933    $5,518,586   $6,633,002
     Federal Income Taxes Paid   $3,435,000    $4,141,527   $3,930,700
  Non-Cash Financing Activities:                         
     Capital Leases Incurred     $1,262,685      $237,243     $206,502


    (The accompanying Notes are an integral part of these statements.)

CONSOLIDATED STATEMENTS OF
CHANGES IN COMMON STOCK EQUITY

                                            Deferred            
                                             Stock              
                                   Common    Option     Retained  
                                   Shares     Plan      Earnings      Total
                                                         
Balance at January 01,1993     $29,626,419  $800,674  $22,180,481  $52,607,574
Net income for 1993                                     7,600,067    7,600,067
Dividends on preferred shares                            (297,577)    (297,577)
Dividends on common shares-                               
at an annual rate of $1.15 per share                   (4,803,095)  (4,803,095)
Stock Option Plan                            177,425                   177,425
Exercised stock options -
 6,966 shares                      136,436   (67,207)                   69,229
Issuance of 46,291 common          880,154                             880,154
 shares (a)                                                        
                                                         
Balance at December 31, 1993    30,643,009   910,892   24,679,876   56,233,777
Net income for 1994                                     8,038,199    8,038,199
Dividends on preferred shares                           (291,543)     (291,543)
Dividends on common shares -                              
at an annual rate of $1.24 per share                  (5,243,516)   (5,243,516)
Stock Option Plan                            180,475                   180,475
Exercised stock options -
 4,110 shares                      71,166    (29,169)                   41,997
Issuance of 58,229 common       1,037,809                            1,037,809
 shares (a)

Balance at December 31, 1994   31,751,984  1,062,198   27,183,016   59,997,198
Net income for 1995                                     8,368,796    8,368,796
Dividends on preferred shares                            (283,749)    (283,749)
Dividends on common shares -                               
at an annual rate of $1.28 per share                   (5,495,124)  (5,495,124)
Stock Option Plan                            248,127                   248,127
Exercised stock options -    
 3,291 shares                     61,190     (11,148)                   50,042
Issuance of 58,457 common  
 shares (a)                    1,009,499                             1,009,499
                                                         
Balance at December 31, 1995 $32,822,673  $1,299,177  $29,772,939  $63,894,789

(a)  Shares sold and issued in connection with the Company's Dividend
Reinvestment and Stock Purchase Plan and Employee 401(k) Tax Deferred
Savings and Investment Plan (See Note 2).

  (The accompanying Notes are an integral part of these statements.)

Note 1: Summary of Significant Accounting Policies

Nature of Operations--- The Company is registered with the Securities
and Exchange Commission (SEC) as a holding company (with subsidiaries
providing electric service in New Hampshire, electric and gas service
in Massachusetts and consulting services on energy related
matters)under the Public Utility Holding Company Act of 1935 (1935
Act), and it and its subsidiaries are subject to the provisions of the
1935 Act. In addition, the Company and several of its wholly-owned
utility operating subsidiaries; Concord Electric Company (CECo),
Exeter & Hampton Electric Company (E&H), Fitchburg Gas and Electric
Light Company (FG&E), and Unitil Power Corp. (Unitil Power), are
subject to regulation by various other agencies. With respect to their
rates and accounting; two of the retail subsidiaries, CECo and E&H,
are subject to regulation by the New Hampshire Public Utilities
Commission (NHPUC), FG&E is subject to regulation by the Massachusetts
Department of Public Utilities (MDPU) and Unitil Power is regulated by
the Federal Energy Regulatory Commission (FERC). CECo, E&H, FG&E and
Unitil Power conform with generally accepted accounting principles, as
applied in the case of regulated public utilities, and conform with
the accounting requirements and ratemaking practices of the regulatory
authorities having jurisdiction.

Principles of Consolidation --- Unitil Corporation (the Company) is
the parent company of the Unitil System (the System). The consolidated
financial statements include the accounts of the Company and all of
its wholly-owned subsidiaries. All material inter-company balances and
transactions have been eliminated in consolidation.  

Use of Estimates --- The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Revenue Recognition --- The Company's operating subsidiaries record
electric and gas operating revenues based upon the amount of
electricity and gas delivered to customers through the end of the
accounting period. 

Depreciation --- Depreciation provisions for the Company's utility
operating subsidiaries are determined on a group straight-line basis.
Provisions for depreciation were equivalent to the following composite
rates, based on the average depreciable property balances at the
beginning and end of each year: 1995 - 3.48 percent; 1994 - 3.49
percent, and 1993 - 3.53 percent.

Amortization of Abandoned Properties --- FG&E is recovering a portion
of its former investment in the Seabrook Nuclear Power Plant in rates
to its' customers through a Seabrook Amortization Surcharge as ordered
by the MDPU.

Federal Income Taxes --- Income taxes are accounted for in accordance
with the Statement of Financial Accounting Standards No. 109 ("SFAS
No. 109") "Accounting for Income Taxes." Under SFAS No. 109, deferred
tax assets and liabilities are determined based on differences between
the financial reporting and tax bases of assets and liabilities, and
are measured by applying tax rates applicable to the taxable years in
which those differences are expected to reverse.
    The Tax Reduction Act of 1986 eliminated investment tax credits.
Investment tax credits generated prior to 1986 are being amortized,
for financial reporting purposes, over the productive lives of the
related assets.

New Accounting Standards --- Effective for fiscal years beginning
after December 15, 1995, Statement of Financial Accounting Standards
No. 121 (SFAS 121) "Accounting for the Impairment of Long-Lived Assets
and For Long-Lived Assets to be Disposed of," will require a review of
long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. It is expected that the adoption of this standard will
not have a material impact on the cash flows, financial condition or
results of operations of the Company.
    Effective for fiscal 1996, SFAS No. 123, "Accounting for
Stock-Based Compensation," is required to be implemented.  This
statement provides the Company with the choice to continue with its
current method of accounting for stock-based compensation or to adopt
a new "fair value" method contained in SFAS No. 123.  The Company
expects to continue with its current method of accounting for
stock-based compensation and to provide the SFAS No. 123 required
disclosures in the notes to the financial statements.

Reclassifications --- Reclassification of amounts are made
periodically to previously issued financial statements to conform with
the current year presentation.
Note 2: Common Stock

New Shares Issued --- During 1995, the Company raised $1,009,499 of
additional common equity capital through the issuance of 58,457 shares
of common stock in connection with the Dividend Reinvestment and Stock
Purchase Plan and Employee 401(k)Tax Deferred Savings and Investment
Plan.  The Dividend Reinvestment and Stock Purchase Plan provides
participants in the plan a method for investing cash dividends on the
Company's Common Stock and cash payments in additional shares of the
Company's Common Stock. The Employee 401(k)Tax Deferred Savings and
Investment Plan is described  in Note 9 below. In 1994, the Company
raised $1,037,809 of additional common equity capital through the
issuance of 58,229 shares of common stock in connection with these
plans. 
    The Company maintains a Key Employee Stock Option Plan (KESOP ),
which provides for the granting of options to key employees.  The
number of shares granted under this plan, as well as the terms and
conditions of each grant , are determined by the Board of Directors,
subject to plan limitations. All options granted under the KESOP
expire within ten years of the grant date, and no option can be issued
under the current plan after 1999.  The plan provides for dividend
equivalents on options granted, which are recorded as compensation
expense.  The total compensation expenses recorded by the Company with
respect to this plan were $248,127, $180,475 and $177,425 for the
years ended December 31, 1995, 1994 and 1993, respectively.
    Share Option Activity of the KESOP is presented in the following
table:

                                   1995          1994         1993
Beginning Options                 147,981      142,354      133,216
 Outstanding & Exercisable                                           
Options Granted                    17,000      ---            9,000
Dividend Equivalents Earned        11,672        9,737        8,404
Options Exercised                  (3,291)      (4,110)      (6,966)
Options Canceled                    ---          ---         (1,300)
Ending Options Outstanding &      173,362      147,981      142,354
 Exercisable                                                         
                                                       
Range of Option Grant Price    $12.11-$14.93 $12.11-$17.74 $12.11-$17.74
 per Share


Restrictions on Retained Earnings ---Unitil Corporation has no
restriction on the payment of common dividends from retained earnings.
Its three retail distribution subsidiaries do have restrictions. Under
the terms of the First Mortgage Bond Indentures, CECo and E&H had
$5,402,238 and $8,031,846, respectively, available for the payment of
cash dividends on their common stock at December 31, 1995. Under the
terms of long-term debt Purchase Agreements, FG&E had $11,500,927 of
retained earnings available for the payment of cash dividends on its
common stock at December 31, 1995.

Note 3: Preferred Stock

    Certain of the Unitil subsidiaries have redeemable Cumulative
Preferred Stock outstanding and one subsidiary, CECo, has a
Non-Redeemable, Non-Cumulative Preferred Stock issue outstanding. All
such subsidiaries are required to offer to redeem annually a given
number of shares of each series of Redeemable Cumulative Preferred
Stock and to purchase such shares that shall have been tendered by
holders of the respective stock. All such subsidiaries may redeem, at
their option, the Redeemable Cumulative Preferred Stock at a given
redemption price, plus accrued dividends.
    The aggregate purchases of Redeemable Cumulative Preferred Stock
during 1995, 1994 and 1993 were: 1995 - $94,700; 1994 - $104,100; and
1993 - $78,800. The aggregate amount of sinking fund requirements of
the redeemable Cumulative Preferred Stock for each of the five years
following 1995 are $206,000 per year. 

Note 4: Long-Term Debt

    On October 14, 1994, CECo arranged for the private placement, at
par, of $6,000,000 of 30-year Series I First Mortgage Bonds, bearing a
fixed annual interest rate of 8.49% and maturing in 2024. The proceeds
of this financing were utilized to repay short-term indebtedness and
to redeem two higher coupon long-term debt issues prior to their
maturity. The redemption's included $930,000 of Series D First
Mortgage Bonds, 8.70%, due November 15, 2001, and $1,500,000 of Series
G First Mortgage Bonds, 9.85%, due October 15, 1997.
    On October 14, 1994, E&H arranged for the private placement, at
par, of $9,000,000 of 30-year Series K First Mortgage Bonds, bearing a
fixed annual interest rate of 8.49% and maturing in 2024. The proceeds
of this financing were utilized to repay short-term indebtedness and
to redeem three higher coupon long-term debt issues prior to their
maturity. The redemption's included $1,235,000 of Series F First
Mortgage Bonds, 8.70%, due November 15, 2001, $930,000 of Series G
First Mortgage Bonds, 8.875%, due April 1, 2004, and $1,400,000 of
Series I First Mortgage Bonds, 9.85%, due October 15, 1997.
    Under the terms of both CECo's Indenture of Mortgage and Deed of
Trust and the supplemental indenture thereto relating to long-term
debt, the sinking fund requirements of CECo's Series C  Bonds may be
satisfied by certifying to the Mortgage Trustee net additional
property in lieu of making cash redemptions.  In 1995 and 1994, CECo
satisfied its requirements with respect to its Series C Bonds by
certifying to the Mortgage Trustee net additional property. In 1995,
sinking fund payments relating to long-term debt amounted to $112,000.

    Certain of the loan agreements contain provisions which, among
other things, limit the incurrence of additional long-term debt.
    The aggregate amount of sinking fund requirements and normal
scheduled redemptions for each of the five years following 1995 are:
1996-$1,294,000; 1997-$1,294,000; 1998-$4,307,000; 1999-$2,290,000,
and 2000-$2,290,000.
    The fair value of the Company's long-term debt is estimated based
on the quoted market prices for the same or similar issues, or on the
current rates offered to the Company for debt of the same remaining
maturities. In management's opinion,  the carrying value of the debt
approximated its fair value at December 31, 1995 and 1994.

Note 5: Credit Arrangements

    At December 31, 1995, the Company had unsecured committed bank
lines for short-term debt aggregating $10,000,000 with three banks for
which it pays commitment fees.  At December 31, 1995, the unused
portion of the committed credit lines outstanding was $7,300,000.  The
average interest rates on all short-term borrowings were  6.59% and
4.43% during 1995 and 1994, respectively.

Note 6: Leases

    The Company's subsidiaries conduct a portion of their operations
in leased facilities and also lease some of their operations and
office equipment. FG&E has a facility lease for twenty-two years which
began in February 1981. The lease allows five, five-year renewal
periods at the option of FG&E. The equipment leases include a
twenty-five-year lease, which began on April 1, 1973, for a combustion
turbine and a liquefied natural gas storage and vaporization facility.
This lease provides for a ten-year renewal period at the option of
FG&E. In addition, FG&E leases some equipment under operating leases.

    The following schedule of the leased property under capital leases
by major classes:

                                      Asset Balances at   
                                         December 31,     

Classes of Utility Plant             1995            1994
Electric                         $2,054,025      $2,054,025
Gas                                 726,329         726,329
Common                            5,061,846       3,816,643
Gross Plant                       7,842,200       6,596,997
Less:  Accumulated Depreciation   3,367,421       2,759,456
Net Plant                        $4,474,779      $3,837,541



The following is a schedule by years of future minimum lease payments
and present value of net minimum lease payments under capital and
operating leases as of December 31, 1995:

Year Ending December 31,              Capital      Operating
 1996                               $1,087,343      $228,727
 1997                                  846,578       258,369
 1998                                  583,106       226,174
 1999                                  559,785       190,618
 2000                                  545,498       189,912
 2001 - 2005                         1,776,339        47,478
Total Minimum Lease Payments        $5,398,649     $1,141,278
Less: Amount Representing              923,870 
 Interest                                               
Present Value of Net Minimum        $4,474,779 
 Lease Payments                                         


    Total rental expense charged to operations for the years ended
December 31, 1995, 1994 and 1993 amounted to $447,000; $320,000; and
$601,000, respectively.

Note 7: Income Taxes

    The components of the Federal and State income tax provisions 
reflected in the accompanying consolidated statements of earnings for
the years ended December 31, 1995, 1994 and 1993 were as follows:

                                1995       1994        1993
Federal:                                           
    Current                  $3,959,976 $3,497,311  $3,633,205
    Deferred                   (298,192)   186,060   (179,080)
    Amortization of            (202,347)  (210,676)  (216,698)
     Investment Tax Credits                                        
       Total Federal Tax      3,459,437  3,472,695   3,237,427
        Provision                                                     
                                                   
State:                                             
    Current                     691,563    612,214     611,635
    Deferred                    (16,174)    71,570    (154,489)
        Total State Tax         675,389    683,784     457,146
         Provision                                                     
                                                   
Total Provision for Federal                        
 and State Income Taxes      $4,134,826 $4,156,479  $3,694,573


On January 1, 1993, the Company adopted the provisions of SFAS 109.
The adoption of SFAS No. 109 had no material effect on net earnings
for 1993.  Federal Income Taxes have been provided as follows:

                                      Year Ended December 31,
                                      1995      1994      1993
Current Federal Tax Provision                          
   Operating Income                $3,959,976 $3,497,311 $3,633,205
   Amortization of Investment      
    Tax Credits                      (202,347)  (210,676)  (216,698) 
         Total Current Federal     
          Tax Provision             3,757,629  3,286,635  3,416,507
Deferred Federal Tax Provision:                                  
   Accelerated Tax Depreciation       545,233    590,655    528,500
   Abandoned Properties              (578,255)  (611,620)  (582,378)
   Allowance for Funds Used                            
    During Construction                                           
    and Overheads                     (73,191)   (73,192)   (73,192)
   Post Retirement Benefits           (19,941)   (27,162)   (25,238)
   Other Than Pensions                                           
   Deferred Maintenance Cost and      (86,178)  (122,382)   (89,471)
   Miscellaneous Percentage Repair
    Allowance                         106,630    145,927    139,424
   Unbilled Fuel                         ---       ---     (172,226)
   Deferred Advances                 (482,112)    26,967    (95,877)
   Deferred Pensions                  289,622    256,867    191,378
     Total Deferred Federal Tax      (298,192)   186,060   (179,080)
      Provision                                                   
             Total Federal Tax     $3,459,437 $3,472,695 $3,237,427
              Provision

    The differences between the Company's provisions for Federal
Income Taxes and the provisions calculated at the statutory federal
tax rate, expressed in percentages, are shown below:

                                       Year Ended December 31,     
                                     1995       1994       1993
Statutory Federal Income Tax Rate       34%        34%        34%
Income Tax Effects of:                                 
   Investment Tax Credits               (2)        (2)        (2)
   Donation of Appreciated Land         (1)         0          0
   Federal Income Tax - Prior           (1)         0         (1)
   Other, Net                           (1)        (2)        (1)
Effective Federal Income Tax Rate       29%        30%        30% 


    At December 31, 1995, the Company has the following deferred tax
assets and liabilities recorded for temporary differences which
originated as a result of the application of the Statement of
Financial Accounting Standards No. 71, "Accounting for the Effects of
Certain Types of Regulation"; a regulatory asset of approximately
$22,400,000 which is included in Other Deferred Assets, a regulatory
liability of approximately $7,500,000 which is included in Other
Deferred Liabilities, and additional deferred tax liabilities of
approximately $14,900,000 which are included in certain of the amounts
listed below.
    SFAS No. 109, adopted on January 1, 1993,  requires the use of the
asset and liability method of accounting for deferred income taxes on
all temporary differences. The major temporary differences which give
rise to deferred tax assets and liabilities at December 31, 1995, are
as follows:

               Deferred Income Taxes for the Year Ended December 31, 

                                   1995           1994
Accelerated Depreciation       $23,971,624    $23,526,226
Abandoned Property              10,381,893     10,960,148
Contributions in Aid to         (3,166,565)    (2,626,042)
Construction                                         
Percentage Repair Allowance      1,599,813      1,517,573
Cathodic Protection                294,978        253,863
Retirement Loss                  1,288,346      1,121,792
Deferred Pensions                2,303,456      2,091,056
AFUDC                               78,878         96,211
Overheads                          360,470        420,896
KESOP                             (451,009)      (361,080)
Bad Debts                         (235,785)      (217,220)
Accumulated Deferred (SFAS 109)  4,442,755      4,475,182
Other                             (126,027)      (168,986)
Total Deferred Income Taxes    $40,742,827    $41,089,619

Note 8: Joint Ownership Units

    FG&E is participating, on a tenancy-in-common basis with other New
England utilities, in the ownership of three generating units. New
Haven Harbor is a dual-fired oil-and-gas station, and Wyman Unit No. 4
is an oil-fired station. They have been in commercial operation since
August 1975 and December 1978, respectively. Millstone Unit No. 3, a
nuclear generating unit, has been in commercial operation since April
1986. Kilowatt-hour generation and operating expenses of the joint
ownership units are divided on the same basis as ownership. FG&E's
proportionate costs are reflected in the 1995 Consolidated Statements
of Earnings. Information with respect to these units is set forth in
the table below:

                                                      
                                                          Company's Share
                                                     
    Joint                                            Amount of               
  Ownership                 Proportionate  Share of Utility Plant   Accumulated
    Units            State   Ownership %   Total MW  in Service    Depreciation

Millstone Unit No.3   CT        0.2170      2.50    $11,595,060     $3,155,675
Wyman Unit No.4       ME        0.1822      1.13        408,141        257,934
New Haven Harbor      CT        4.5000     20.12      7,065,274      4,802,423

                                           23.75    $19,068,475     $8,216,032


Note 9:  Benefit Plans

Pension Plans --- Four of the Company's subsidiaries have Retirement
and Pension plans and related Trust Agreements to provide retirement
annuities for participating employees at age 65. These subsidiaries
follow the provisions of Statement of Financial Accounting Standards
No. 87, Employer's Accounting for Pensions (SFAS 87). The entire cost
of the plans is borne by the respective subsidiaries.

    Net periodic pension (income) cost for 1995, 1994 and 1993
included the following components:

                                      1995        1994       1993
Service Cost -- Benefits Earned
 During the Period                  $616,016    $693,340    $645,226
Interest Cost on Projected        
 Benefit Obligation                1,811,981   1,795,836   1,758,782 
Expected Return on Plan Assets    (6,412,405) (2,714,751) (2,437,232)
Net Amortization and Deferral      3,652,029     (20,546)     (2,742)
Net Periodic Pension (Income) Cost $(332,379)  $(246,121)   $(35,966)



The following table sets forth the plans' funded status at December
31, 1995, 1994 and 1993:

Projected Benefit Obligation:                          
                                     1995        1994       1993
Vested                           $24,250,626 $19,970,389 $19,971,230
Non-Vested                           148,106     331,910     149,810
Accumulated                       24,398,732  20,302,299  20,121,040
Due to Recognition of Future       3,837,798   2,521,055   3,278,283
Salary Increases                                                  
     Total                        28,236,530  22,823,354  23,399,323
Plan Assets at Fair Value         32,858,602  27,343,779  29,273,216
Funded Status                      4,622,072   4,520,425   5,873,893
Unrecognized Net Loss (Gain)       1,736,643     953,653  (1,181,666)
Unrecognized Prior Service Cost      124,718     138,204     151,690
Unrecognized Transition Obligation   205,660     189,432     173,204
     Prepaid Pension Cost         $6,689,093  $5,801,714  $5,017,121


    Plan assets are invested in common stock, short-term investments
and various other fixed income security funds.
    The weighted-average discount rates used in determining the
projected benefit obligation in 1995, 1994 and 1993 were 7.75%, 8.25%,
and 7.75%, respectively, while the rate of increase in future
compensation levels was   4.50 %, 4.50%, and 4.50%, respectively. The
expected long-term rate of return on assets was 9.50% in each of the
years 1995, 1994 and 1993.
    Effective January 1, 1987, Unitil Service Corp. adopted a
Supplemental Executive Retirement Plan (SERP). The SERP is an unfunded
retirement plan with participation limited to executives selected by
the Board of Directors. The cost associated with the SERP amounted to
$60,000; $53,000; and $53,000 for the years ended December 31, 1995,
1994 and 1993, respectively. 

Employee 401(k) Tax Deferred Savings Plan--- The Company sponsors a
defined contribution plan ((under Section 401 (k) of the Internal
Revenue Code)) covering substantially all of the Company's employees.
Participants may elect to defer from 1% to 12% of current compensation
to the plan. The Company matches contributions, with a maximum
matching contribution of 3% of current compensation. Employees may
direct the investment of their savings plan balances into a variety of
investment options, including a Company common stock fund.
Participants are 100% vested once completing three years of service in
contributions made on their behalf. The Company's share of
contributions to the plan were $308,454; $284,248; and $266,645 for
the years ended December 31, 1995, 1994 and 1993, respectively.

Post-Retirement Benefits --- Effective as of January 1, 1993, the
Company's subsidiaries significantly modified the duration of
post-retirement health care benefits. From that date forward, all
current retirees were offered such benefits only for an additional
twelve-month period and all future retirees will be entitled to such
benefits for a twelve-month period following their retirement. The
Company's subsidiaries continue to provide life insurance coverage to
retirees by making monthly premium payments to a life insurer. Life
insurance and limited health care post-retirement benefits required
the Company to adopt the provisions of Statement of Financial
Accounting Standard No. 106,"Employers' Accounting for Post-retirement
Benefits Other than Pensions --- (SFAS 106). For 1995 and 1994, the
costs associated with providing health care and life insurance
benefits under this arrangement were $86,522 and $82,625. This
statement requires accrual accounting for postretirement benefits
during the employee's years of service with the Company and the
recognition of the actuarially determined total postretirement benefit
obligation earned by existing retirees. At December 31, 1995 and 1994,
the accumulated postretirement benefit obligation (transition
obligation) was approximately $364,000 and $385,000, respectively,
under SFAS 106. This obligation is being recognized on a delayed basis
over the average remaining service period of active participants and
such period will not exceed 20 years. The Company has omitted certain
disclosures relating to SFAS 106, as the accumulated post-retirement
benefit obligation (transition obligation) is not material.

Note 10:  Commitments and Contingencies

Environmental Matters --- The Company continues to work with federal
and state environmental agencies to assess the environmental
contamination in the vicinity of former gas manufacturing sites
operated by Fitchburg Gas and Electric Light Company, the Company's 
combination gas and electric operating subsidiary.  Based on
information developed over the last several years, it has been
discovered that there is environmental contamination at a former gas
manufacturing plant in Fitchburg, MA (the Sawyer Passway site).  In
December 1995 the Company accepted a Tier 1B permit from the
Massachusetts Department of  Environmental Protection (DEP) to address
the site pursuant to the requirements of the Massachusetts Contingency
Plan.  Further investigations are necessary to assess the extent and
nature of the contamination, and to evaluate potential remedies. 
Reports on those investigations are due to be filed with the DEP in
early 1997. Because these investigations are at an early stage
management cannot, at this time, predict the costs of future analysis
and remediation. The costs of such assessments and any remedial action
determined to be necessary will initially be funded from traditional
sources of capital and recovered from customers under a rate recovery
mechanism approved by the MDPU.  The Company also has a number of
liability insurance policies that may provide coverage for
environmental remediation at this site. 

Regulatory ---  At the state level in both New Hampshire and
Massachusetts, and at the federal level, recent regulatory activity
has focused on determining how to deregulate the retail sale of
electricity to allow for a more competitive market.  As the trend
continues towards competition in the electric utility industry, Unitil
has actively participated in industry, legislative and regulatory
proceedings on the issues of competition and industry restructuring at
both the federal and state levels, favoring a reasonable and orderly
transition to competition and more choice for all customers. 
Both the New Hampshire Public Utilities Commission (the "NHPUC") and
the New Hampshire Legislature have been involved in discussions and
analysis relative to competition in the industry.  Early in 1995, the
NHPUC  issued an order in response to a petition by a power marketer
seeking to sell to certain industrial customers of an investor-owned
New Hampshire utility.  In that order the NHPUC ruled that utilities
in New Hampshire do not have exclusive franchise territories as a
matter of law and directed the marketer to seek a declaratory order
from the Federal Energy Regulatory Commission regarding its proposed
transactions.  This decision has been appealed to the New Hampshire
Supreme Court.  In June 1995  New Hampshire Senate Bill 168 (SB 168),
was signed into law. SB 168 establishes a legislative committee to
consider changes in the structure of the electric utility industry. 
The act also directs the NHPUC to begin a retailcompetitionpilot
program and to act within five months to establish standards for
utility discounts to industrial customers.  The legislative committee
and its subcommittees met regularly during the summer and fall of
1995, and several members sponsored new legislation, including
legislation currently being debated that would require utilities to
file restructuring plans with the NHPUC by June 1996, with statewide
retail competition by June 1998. The NHPUC has issued its preliminary
guidelines for the retail wheeling pilot program incorporating
implementation by May 1996 and is expected to issue its final
guidelines in March 1996. The NHPUC issued its final guidelines on
discount rates for industrial customers in November 1995.  The NHPUC
aproved the Company's Energy Bank program in accordance with these
guidelines in December 1995.
During 1995, the Massachusetts Department of Public Utilities (the
"MDPU") concluded the initial hearings in an electric industry
restructuring docket and has issued an order requiring the three
largest Massachusetts' electric utilities to file restructuring plans
in February1996 and the remaining Massachusetts' electric utilities
(including FG&E) to file restructuring plans three months after the
MDPU issues orders regarding the first three plans.
CECo, E&H, and FG&E have all received regulatory approval for the
Company's Energy Bank program.  Energy Bank is an innovative economic
development program designed to bring low-cost energy to new and
expanding industrial customers. With rates in the range of 5 cents/KWH
this program offers electric energy at a price that is equal to the
National Average industrial rate and is 40% below the current average
industrial rate in New England.  In addition to providing substantial
benefits to new and expanding industrial customers in the form of very
competitive and responsive market pricing, Energy Bank will also
provide significant benefits to all the System's customers in the form
of local economic development activity, reduced power costs, and lower
costs to all customers through the issuance of Power Dividends.
The last formal regulatory hearings to increase base rates for
Unitil's three retail operating subsidiaries occurred in 1985 for
Concord Electric Company, 1984 for Fitchburg Gas and Electric Light
Company and 1981 for Exeter & Hampton Electric Company.  A majority of
the System's operating revenues are collected under various periodic
rate adjustment mechanisms including: fuel, purchased power, cost of
gas and conservation program cost recovery mechanisms.

Litigation --- The Company is also involved in other legal and
administrative proceedings and claims of various types which arise in
the ordinary course of business. In the opinion of the Company's
management, based upon information furnished by counsel and others,
the ultimate resolution of these claims will not have a material
impact on the Company's  financial position.

Purchased Power and Gas Supply Contracts --- FG&E and Unitil Power
have commitments under long-term contracts for the purchase of
electricity and gas from various suppliers. Generally, these contracts
are for fixed periods and require payment of demand and energy
charges. Total costs under these contracts are included in Electricity
and Gas Purchased for Resale in the Consolidated Statements of
Earnings. These costs are normally recoverable in revenues under
various cost recovery mechanisms.

The status of the electric purchased power contracts at December 31,
 1995, was as follows:

  Unit       1995                                    Est. Annual Min. 
  Fuel      Energy          Purchased    Contract    Payments Which   
 Type [1]     MW             (MWH's)     End-Date    Cover Future Debt   
          Entitlement                               Service Regs. ($000) 
                          
                               Non-Utility Purchases
Unitil Power
 Refuse     6.0 [2]           45,546       2003           None       
 System     9.5 [7]            2,368       1995           None       
 System     9.5 [7]            2,047       1995           None       
  Gas       1.5                7,558       2012           None       
  Coal     20.0               68,156       2009           None       
 System    18.3 [8]              804       2002           None       
                                                                
                                                              
FG&E                                                          
  Wood     14.0               99,659       2012           None       
 Hydro      3.0               18,328       2012           None       

                                Utility Purchases
Unitil Power                                                  
Nuclear    25.5              185,505       1998           None       
Oil/Gas    23.0               52,797       1998           None       
 Hydro      8.9                            2001          $1,080 [3]
Various    16.0 [2]           44,426       1999           None       
Coal/Oil   15.0 [2]           65,837       2005           None       
Oil/Gas    25.0               86,309       1996           None       
  Gas      12.0 [2]           56,750       2010          $2,776 [4]
Nuclear     3.0 [2]            7,092       2005           None       
Nuclear     2.0 [2]            4,307       2005           None       
Coal/Oil    9.3 [2]           23,362       2005           None       
Nuclear     1.9 [2]           18,035       2013           None       
Nuclear    10.0               72,881       2010           None       
  Oil       5.0 [2]           11,994       2005           None       
  Oil       5.0 [2]           12,766       2005           None       
 System     8.0               12,777       1996           None       
Oil/Gas    10.0 [2]            8,607       2008           None       
Various         [5]           66,959                      None       
Various         [6]          171,770                      None       
                                                              
FG&E                                                          
Nuclear    10.0               74,780       1996           None       
 Hydro      2.1                            1996           $73   [3]
 Hydro      3.2                            2001           $426  [3]
Oil/Gas    20.0               69,445       2015           None       
 System    15.0 [2]           27,582       2001           None       
Various         [5]           86,048                      None       
Various         [6]          108,967                      None       
                                                                
Notes:                                                        
[1]  Total Annual Cost of Purchase Power Contracts are        
     included on Consolidated Statement of Earnings.                  
[2]  Capacity amounts vary over time. Represents maximum          
     capacity purchased under the contract.                           
[3]  Total support charges including debt service requirements.            
[4]  Total estimated 1995 annualized capacity payments, including
     debt service requirements.
[5]  Short-term purchases of a month or less in duration.
[6]  Net energy purchases from NEPOOL.
[7]  Contract Ended 6/30/95 and was replacted by [8].         
[8]  Replacement for [7].                                     

Note 11: Segment Information

    The following additional information is presented about  the
electric and gas operations of the  Company:
                                                       
                                           1995        1994         1993
Operating Revenues                    $138,099,371 $134,096,627 $132,754,707
Operating Income Before Income Taxes   $16,781,348  $15,884,879  $15,248,660
Identifiable Assets as of December 31 $174,269,584 $171,757,678 $169,360,726
Depreciation                            $5,504,701   $5,359,212   $5,215,489
Construction Expenditures              $11,846,778   $7,364,344   $6,849,060
                                                       
Gas Operations                             1995        1994         1993
Operating Revenues                     $17,629,879  $18,694,703  $18,486,105
Operating Income Before Income Taxes    $1,578,103   $2,026,055   $2,512,287
Identifiable Assets as of December 31  $30,013,418  $28,181,365  $27,168,106
Depreciation                              $810,912     $770,405     $733,583
Construction Expenditures               $2,007,922   $1,816,390   $1,070,984
                                                       
Total Company                              1995        1994         1993
Electric and Gas Operating Revenues   $155,729,250 $152,791,330 $151,240,812
Other Revenue                              940,954      624,560      368,010
Total Operating Revenues              $156,670,204 $153,415,890 $151,608,822
Operating Income Before Income Taxes   $18,359,451  $17,910,934  $17,760,947
Income Tax Expense                      (4,097,161)  (4,137,430)  (3,687,538)
Non-Operating Income                       171,089       62,887       50,145
Net Interest and Other Expenses         (6,064,583)  (5,798,192)  (6,523,487)
Net Income                              $8,368,796    8,038,199    7,600,067
Dividend Requirements on Preferred Stock   283,749      291,543      297,577
Net Income Applicable to Common Stock   $8,085,047   $7,746,656   $7,302,490
Identifiable Assets as of December 31 $204,283,002 $199,939,043 $196,528,832
Unallocated Assets                       7,419,282    4,582,418    4,979,923
Total  Assets as of December 31       $211,702,284 $204,521,461 $201,508,755
Depreciation                            $6,315,613   $6,129,617   $5,949,072
Construction Expenditures              $14,644,963   $8,943,491   $7,713,542

    Expenses used to determine operating income before taxes are
charged directly to either segment or are allocated in accordance with
factors contained in cost of service studies which were included in
rate applications approved by the NHPUC and MDPU. Assets allocated to
each segment are based upon specific identification of such assets
provided by Company records. Assets not so identified represent
primarily working capital items and real property.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND  FINANCIAL DISCLOSURE
     None.

                               PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
      Information required by this Item is set forth in Exhibit 99.1
on pages 2 through 6 of the 1996 Proxy Statement.

Item 11.  EXECUTIVE COMPENSATION
      Information required by this Item is set forth in Exhibit 99.1
on pages 8 through 12 of the 1996 Proxy Statement.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
      Information required  by this  Item is  set forth  in
Exhibit 99.1 on pages 2 through 4 of the 1996 Proxy  Statement and  is
incorporated herein by reference.
  
Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
     None

                               PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)  (1) and (2) -  

    LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

     The following financial statements are included herein under Part
II, Item 8, Financial Statements and Supplementary Data.

Report of Independent Certified Public Accountants
                                                          
Consolidated Balance Sheets - December 31, 1995 and 1994  

Consolidated Statements of Earnings - for the years ended
December 31, 1995, 1994 and 1993                                      

Consolidated Statements of Capitalization - December 31, 1995 and 1994

Consolidated Statements of Cash Flows
 for the years ended December 31, 1995, 1994 and 1993     

Consolidated Statements of Changes in Common Stock Equity -
for the years ended December 31, 1995, 1994 and 1993      

Notes to Consolidated Financial Statements                            

The following consolidated financial statement schedules of the
Company and subsidiaries are included in Item 14(d):
                                                          

     Report of Independent Certified Public Accountants               


     Schedule VIII  Valuation and Qualifying Accounts for December 31,
                1995; 1994 and 1993                       


     All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are
not required under the related instructions, are inappropriate, or
information required is included in the financial statements or notes
thereto and, therefore, have been omitted.

          (3) - List of Exhibits

Exhibit No.       Description of Exhibit          Reference*
                                              
    3.1      Articles of Incorporation        Exhibit 3.1 to Form
               of the Company.                S-14 Registration
                                              Statement 2-93769
                                              
    3.2      Articles of Amendment to the     
               Articles of Incorporation      
               filed on March 4, 1992 and     Exhibit 3.2 to Form
               April 30, 1992.                10-K for 1992
                                              
    3.3      By-Laws of the Company.          Exhibit 3.2 to
                                              Form S-14
                                              Registration      
                                              Statement 2-93769
                                              
    3.4      Articles of Exchange of Concord  
               Electric Company (CECo),       
               Exeter & Hampton               Exhibit 3.3 to
               Electric Company (E&H)         10-K
               and the Company                for 1984
                                              
    3.5      Articles of Exchange of CECo,    
               E&H, and the Company -         
               Stipulation of the Parties     Exhibit 3.4 to
               Relative to Recordation and    Form 10-K
               Effective Date.                for 1984
                                              
    3.6      The Agreement and Plan of Merger 
               dated March 1, 1989 among the  
               Company, Fitchburg Gas and     Exhibit 25(b) to 
               Electric Light Company (FG&E)  Form 8-K dated
               and UMC Electric Co.,Inc.(UMC).March 1, 1989
                                              
    3.7      Amendment No. 1 to The Agreement 
               and Plan of Merger dated March Exhibit 28(b) to
               1, 1989 among the Company,     Form 8-K, dated
               FG&E and UMC                   December 14, 1989
                                              
    4.1      Indenture of Mortgage and Deed   
               of Trust dated July 15, 1958 of   
               CECo relating to First         
               Mortgage Bonds, Series B, 4 3/8%   
               due September 15, 1988 and all 
               series unless supplemented.     **
                                              
    4.2      First Supplemental Indenture     
               dated January 15, 1968         
               relating to CECo's First            
               Mortgage Bonds, Series C,     
               6 3/4% due January 5, 1998                                  
               and all additional series      
               unless  supplemented.           **
                                              
    4.3      Second Supplemental Indenture    
               dated November 15, 1971 
               relating to CECo's First                           
               Mortgage Bonds, Series D,      
               8.70% due     
               November 15, 2001 and all         
               additional series   
               unless supplemented.             **
                                              
    4.4      Fourth Supplemental Indenture    
               dated March 28, 1984 amending  
               CECo's Original First Mortgage 
               Bonds Indenture, and First,    
               Second and Third Supplemental           
               Indentures and all additional
               series unless supplemented.      **
                                            
                                              
    4.5      Fifth Supplemental Indenture     
               dated June 1, 1984 relating    
               to CECo's First Mortgage       
               Bonds, Series F, 14 7/8% due   
               June 1, 1999 and all additional     
               series unless supplemented.       **
                                              
    4.6      Sixth Supplemental Indenture     
               dated October 29, 1987         
               relating to CECo's First                                     
               Mortgage Bonds, Series G,      
               9.85% due October 15, 1997     Exhibit 4.6 to 
               and all additional series      Form 10-K
               unless supplemented.           for 1987     
                                              
    4.7      Seventh Supplemental Indenture   
               dated August 29, 1991 relating 
               to CECo's First Mortgage       
               Bonds, Series H, 9.43% due      
               September 1, 2003 and all      Exhibit 4.7 to 
               additional series              Form 10-K
               unless supplemented.           for 1991
                                              
    4.8      Eighth Supplemental Indenture    
               dated October 14, 1994         
               relating to CECo's First             
               Mortgage Bonds,                
               Series I, 8.49% due October    Exhibit 4.8 to 
               14, 2024 and all additional    Form 10-K 
               series unless supplemented.    for 1994
                                            
                                              
    4.9      Indenture of Mortgage and Deed   
               of Trust dated December 1,     
               1952 of E&H relating to all    
               series unless  Registration    Exhibit 4.5 to 
               supplemented.                  Statement 2-49218
                                              
    4.10     Third Supplemental Indenture     
               dated June 1, 1964 relating    
               to E&H's First Mortgage Bonds,                      
               Series D, 4 3/4% due June 1,   Exhibit 4.5 to
               1994 and all additional series Registration
               unless supplemented.           Statement 2-49218
                                                   
                                              
    4.11     Fourth Supplemental Indenture    
               dated January 15, 1968         
               relating to E&H's                                       
               First Mortgage Bonds, Series   
               E, 6 3/4% due January 15,      Exhibit 4.6 to     
               1998 and all additional        Registration
               series unless supplemented.    Statement 2-49218 
                   
                                                   
    4.12     Fifth Supplemental Indenture     
               dated November 15, 1971        
               relating to E&H's                       
               First Mortgage Bonds, Series   
               F, 8.70% due November 15,      Exhibit 4.7 to 
               2001 and all additional        Registration
               series unless supplemented.    Statement 2-49218 
                   
                                              
    4.13     Sixth Supplemental Indenture     
                dated April 1, 1974 relating  
                to E&H's First Mortgage Bonds,  
                Series G, 8 7/8%    
                due April 1, 2004 and all      
                additional series unless                                        
                supplemented.                  **
                                              
    4.14     Seventh Supplemental Indenture   
               dated December 15, 1977        
               relating to E&H's                           
               First Mortgage Bonds, Series   Exhibit 4 to
               H, 8.50% due December 15,      Form 10-K                        
               2002 andall additional         for 1977
               series unless supplemented.   (File No. 0-7751)
                                                   
    4.15     Eighth Supplemental Indenture    
               dated October 29, 1987         
               relating to E&H's                                           
               First Mortgage Bonds, Series   
               I, 9.85% due October                            
               15, 1997 and all additional    Exhibit 4.15 to
               series unless supplemented.    Form 10-K for 1987  
                  
    4.16     Ninth Supplemental Indenture     
               dated August 29, 1991 relating 
               to E&H's First Mortgage Bonds,
               Series J, 9.43% due September  Exhibit 4.18 to
               1, 2003 and all additional     Form 10-K
               series unless supplemented.    for 1991
                                                   
    4.17     Tenth Supplemental Indenture     
               dated October 14, 1994         
               relating to E&H's                                          
               First Mortgage Bonds, Series   
               K, 8.49% due October 14, 2024  Exhibit 4.17 to
               and all additional series      Form 10-K
               unless supplemented.           for 1994
                                                   
                                              
    4.18     Bond Purchase Agreement dated    
               August 29, 1991 relating to    
               E&H's First Mortgage Bonds,    
               Series J Form 10-K             Exhibit 4.19 to
               9.43% due September 1, 2003    for 1991
                                              
                                              
    4.19     Purchase Agreement dated March   
               20, 1992 for the 8.55% Senior  Exhibit 4.18 to   
               Notes due March 31, 2004       Form 10-K for 1993  
                            
    4.20     Note Agreement dated November    
               30, 1993 for the 6.75%         Exhibit 4.18 to  
               Notes due November 30, 2023    Form 10-K for 1993             
                                              
    4.21     First Mortgage Loan Agreement    
               dated October 24, 1988 with an 
               Institutional Investor in      
               connection with Unitil Realty   
               Corp.'s acquisition of the     Exhibit 4.16 to
               Company's facilities in        Form 10-K
               Exeter,New Hampshire.          for 1988
                                              
    10.1     Labor Agreement effective June   
               1, 1994 between CECo           
               and The International          
               Brotherhood of Electrical      Exhibit 10.1 to
               Workers, Local Union No. 1837  Form 10-K for 1994
                                              
    10.2     Labor Agreement effective June   
               25, 1995 between E&H                               
               and The International          
               Brotherhood of Electrical Workers,     
               Local Union No. 1837, Unit 1.  Filed herewith
                                                           
    10.3     Labor Agreement effective May 1, 
               1994 between FG&E and The      
               Brotherhood of Utility Workers 
               of New England, Inc., Local    Exhibit 10.3 to
               Union No. 340.                 Form 10-K for 1994        
                                              
    10.4     Unitil System Agreement dated    
               June 19, 1986 providing that   
               Unitil Power will supply       
               wholesale requirements         
               electric                       Exhibit 10.9 to   
               service to CECo and E&H        Form 10-K for 1986
                                              
    10.5     Supplement No. 1 to Unitil       
               System Agreement providing that       
               Unitil Power will supply         
               wholesale                      Exhibit 10.8 to
               requirements electric service  Form 10-K for 1987
               to CECo and E&H.                                                
                                              
    10.6     Transmission Agreement Between   
               Unitil Power Corp. and Public  
               Service Company of New         
               Hampshire,                     Exhibit 10.6 to 
               Effective November 11, 1992    Form 10-K for 1993
                                              
                                              
    10.7     Form of Severance Agreement      
               dated February 21, 1989,       Exhibit 10.55 to
               between the Company and        Form 8
               the persons named in the       dated
               schedule attached thereto.     April 12, 1989
                                              
    10.8     Key Employee Stock Option        Exhibit 10.56 to
               Plan effective as of           Form 8 dated
               January 17, 1989.              April 12, 1989
                                              
    10.9     Unitil Corporation Key Employee  Exhibit 10.63 to
               Stock Option Plan Award        Form 10-K
               Agreement.                     for 1989
                                              
   10.10     Unitil Corporation Management    Exhibit 10.94 to
               Performance Compensation       Form 10-K/A for
               Program.                       1993              
                                              
   10.11     Unitil Corporation Supplemental  
               Executive Retirement Plan      Exhibit 10.95 to
               effective as of January 1,     Form 10-K/A for
               1987.                          1993              
                                              
    11.1     Statement Re Computation in      
               Support of Earnings Per Share  
               for the Company                Filed herewith
                                              
    12.1     Statement Re Computation in      
               Support of Ratio of Earnings   
               to Fixed Charges for the       
               Company.                       Filed herewith                    
                                              
    21.1     Statement Re Subsidiaries of     
               Registrant.                    Filed herewith
                                              
    27.0     Financial Data Schedule          Filed herewith
                                              
    28.1     Form 11-K Annual Report of the   
               UNITIL Corporation Tax                       
               Deferred Savings and
               Investment Plan for the    
               year ended December 31, 1995   Filed herewith
               
    99.1     1995 Proxy Statement             Filed herewith


*     The exhibits referred to in this column by specific designations
and dates have heretofore been filed with the Securities and Exchange
Commission under such designations and are hereby incorporated by
reference.

**   Copies of these debt instruments will be furnished to the
Securities and Exchange Commission upon request.

     (b)  Report on Form 10-K
       No reports on Form 8-K were filed during the fourth quarter of
       the year ended December 31, 1995.



         CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We have issued our reports dated February 9, 1996, accompanying
the consolidated financial  statements and  schedules incorporated  in
the Annual Report of Unitil Corporation and subsidiaries on Form  10-K
for  the  year ended  December 31,  1995.   We hereby  consent to  the
incorporation  by  reference  of  said  report  in  the   Registration
Statements of Unitil Corporation and subsidiaries on Form  S-3 and  on
Form S-8.
     

                                                    GRANT THORNTON LLP


Boston, Massachusetts
March 28, 1996




                              SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the Registrant has duly
caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                                        Unitil Corporation



Date   March 11, 1996                              By  Peter J. Stulgis
                                                       Peter J. Stulgis
                                                   Chairman of the Board of
                                                   Directors, and Chief
                                                   Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the
dates indicated.

             Signature                Capacity                    Date



                                                                      
         Peter J. Stulgis          Principal Executive      March 11, 1996
         Peter J. Stulgis          Officer; Director
(Chairman of the Board of Directors
    and Chief Executive Officer)


        Michael J. Dalton           Principal Operating     March 11, 1996
        Michael J. Dalton           Officer; Director
      (President and Chief
       Operating Officer)

                                 
         Gail A. Siart               Principal Financial    March 11, 1996
         Gail A. Siart               Officer
     (Treasurer and Chief
      Financial Officer) 


    Douglas K. MacDonald                Director            March 11, 1996
    Douglas K. Macdonald
          

    J. Parker Rice, Jr.                 Director            March 11, 1996
    J. Parker Rice, Jr.  

     Charles H. Tenney III              Director            March 11, 1996
     Charles H. Tenney III

     William W. Treat                   Director            March 11, 1996
     William W. Treat
     

   W. William Vanderwolk, Jr.           Director            March 11, 1996
   W. William VanderWolk, Jr.


       J. D. Wheeler                    Director            March 11, 1996
       J. D. Wheeler

     Franklin Wyman, Jr.                Director            March 11, 1996
     Franklin Wyman, Jr.
                                                        SCHEDULE VIII.

                      UNITIL CORPORATION                
        VALUATION AND QUALIFYING ACCOUNTS AND RESERVES  
                                                        
      Column A         Column B          Column C         Column D    Column E
                                         Additions                   
                      Balance at   Charged to Charged to  Deductions  Balance at
                      Beginning    Costs and    Other        from      End of
     Description      of Period    Expenses   Accounts(A) Reserves(B)  Period
         
                                                        
Year Ended December 31, 1995                                        
                                                        
Reserves Deducted from A/R                                           
                                                        
     Electric         504,790       627,197    170,563     812,278    490,272
     Gas               69,059       254,387     49,271     240,393    132,324
                      573,849       881,584    219,834   1,052,671    622,596
                                                        
Year Ended December 31, 1994                                   
                                                        
Reserves Deducted from A/R                                
                                                        
     Electric         510,853       552,905    193,202     752,170    504,790
     Gas               70,402       157,098     58,714     217,155     69,059
                      581,255       710,003    251,916     969,325    573,849
                                                        
Year Ended December 31, 1993                               
                                                        
Reserves Deducted from A/R                       
                                                        
     Electric         461,048       654,959    154,355     759,509    510,853
     Gas               95,008       152,720     54,733     232,059     70,402
                      556,056       807,679    209,088     991,568    581,255
                                                        
(A)  Collections on Accounts Previously Charged Off 
(B)  Bad Debts Charged Off