[GRAPHIC OMITTED]


April 14, 2006


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


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


Dear Mr. Allegretto:

     Set forth below are the responses of Unitil Corporation (the "Registrant",
"Unitil" or the "Company") to the letter dated March 31, 2006 (the "Comment
Letter") from the Staff (the "Staff") of the Division of Corporation Finance of
the Securities and Exchange Commission (the "Commission") concerning the
Registrant's Annual Report on Form 10-K (the "Form 10-K"), which was filed with
the Commission on February 22, 2006.

     For your convenience, the Staff's comments have been set forth in bold and
the numbered paragraphs contained herein correspond to the numbered paragraphs
in the Comment Letter.


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

Phone: 603-772-0775




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


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

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

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

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

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

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

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

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


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

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

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

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




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


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

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

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


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

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

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

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

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




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


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

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


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

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

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

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

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

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

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


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

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

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




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

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

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

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

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


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

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

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

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

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




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


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

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

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

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

          o    Neither FG&E nor the Registrant received any direct financial
               benefit from this transaction. As noted in the disclosure from
               the 2003 Form 10-K, the transaction fees (approximately $19,000)
               were earned by Enermetrix.

          o    FG&E complied with the MDTE's affiliate rules and its customers
               benefited from this transaction. In FG&E's reply brief, testimony
               was filed with the MDTE that indicated FG&E's customers realized
               savings of approximately $900,000 due to the 2001 and 2002
               solicitations that were successfully transacted by Enermetrix.
               FG&E earns no profit on energy sales to its customers.

     As summarized above, management expects a favorable outcome. However, if
     the outcome is unfavorable, management does not believe the facts of the
     case support a fine or financial penalty that management would consider
     material to the consolidated financial statements of the Company.


7.   UES, page 67-8
- -------------------

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

     Response #7:
     -----------

     The Staff's understanding is correct. As disclosed in the Management
     Discussion and Analysis on page 37 and again in Note 1 on page 51 of the
     Company's 2005 Form 10-K, regulated utility revenues are recognized based
     on rates approved by state and federal regulatory commissions. The New
     Hampshire Public Utilities Commission ("NHPUC") has approved UES' request
     in its current base rate case for temporary rate relief and any change in
     rates will be retroactive to January 1, 2006. Management is currently
     assessing




Mr. James Allegretto
U.S. Securities and Exchange Commission
April 14, 2006
Page 7


     the likelihood of an award of an increase in base rates as a result of the
     current base rate case. Management is reviewing the recognition and
     disclosure of these revenue effects for purposes of the Company's Form 10-Q
     reporting. Management is mindful of its obligation to present intra-period
     results in conformity with Commission guidelines and will follow the
     guidance outlined in Regulation S-X Rule 10-01(b)(8) and Accounting
     Principles Board Opinion 28 for Interim Financial Reporting.


Note 8 Pensions and Postretirement Benefit Plans
- ------------------------------------------------

     8.   Defined Benefit Pension Plan, page 72
     ------------------------------------------

     Please explain the reconciliation rate adjustment mechanism for deferred
     pension costs. Contrast it to an automatic rate adjustment used for fuel
     costs. If it is not automatic, tell us why such a mechanism makes the
     deferred cost probable of recovery.

     Response #8:
     -----------

     Both FG&E's Pension Adjustment Factor ("PAF") and UES' proposed Pension
     Adjustment Clause ("PAC") mechanisms are automatic and operate like
     reconciliation mechanisms for fuel costs in that each: a) is based on an
     approved formulaic rate, b) is derived from actual elements of cost data
     incurred prior to recovery, c) include provisions whereby the cost data is
     reconciled annually to actual revenues collected, with an associated
     reconciliation adjustment included in the subsequent PAF / PAC recovery
     period, d) begin with an (deferred) amount already incurred by the utility,
     e) is "evergreen" in the sense that each mechanism is intended to continue
     indefinitely until cancelled or modified by regulatory action on the part
     of the Company or the MDTE / NHPUC, and f) is annually pre-approved subject
     to MDTE / NHPUC review.


     9.   Defined Benefit Pension Plan, page 72
     ------------------------------------------

     We note from your disclosure that the New Hampshire Public Utility
     Commission (NHPUC) issued an order denying UES's petition for an accounting
     order allowing a reconciling rate mechanism. If you have recorded a
     regulatory asset related to this item, please explain to us how such asset
     meets the requirements of paragraph 9 of SFAS No. 71 given the NHPUC's
     actions.

     Response #9:
     -----------

     The NHPUC Order did not deny the use of a reconciling rate mechanism for
     the recovery of pension costs but rather the NHPUC's decision was a
     determination that it would only address this issue in the context of a
     full rate case. In its order, the NHPUC indicated that the Company had not
     demonstrated, based on the limited evidence presented in the petition for
     an accounting order, a clear basis to justify approval. The NHPUC analysis
     states: " A full examination of its income and expenses will be undertaken
     when Unitil files its next base rate case. However, if Unitil believes its
     under earnings are significant, it has the discretion to file before
     October, 2007." As disclosed, the Company filed a full base rate case on
     November 4, 2005, which included a request for recovery of Pension/PBOP
     costs through the reconciling mechanism, the PAC. The totality of UES'
     regulatory history with the




Mr. James Allegretto
U.S. Securities and Exchange Commission
April 14, 2006
Page 8


     NHPUC regarding this issue taken together with ratemaking precedent
     concerning pension cost recovery leads management to conclude that the
     pension costs are "probable of recovery". Management believes that the
     NHPUC will continue to consider the Company's request for pension recovery
     in a reconciling rate mechanism so long as such request is made in the
     context of a full rate case proceeding. In particular, based on two prior
     NHPUC orders (Order Nos. 24,107 and 24,269), statements from the NHPUC
     regarding the standard for recoverability of pension and PBOP costs, and
     the UES full rate case request seeking, among other things, recovery of
     pension costs, management has determined that the regulatory assets
     recorded for deferred pension and PBOP costs at December 31, 2005 are
     "probable of recovery" under the requirements of Paragraph 9 of Statement
     of Financial Accounting Standards No. 71 ("FAS 71"), Accounting for the
     Effects of Certain Types of Regulation.


10.  Note 10 Segment Information, page 81
- -----------------------------------------

     In future filings please include all of the disclosure requirements of
     paragraph 27 of SFAS No. 131 or explain to us why you do not include them.

     Response #10:
     ------------

     The Registrant will include all of the Statement of Financial Accounting
     Standards No. 131 ("FAS 131"), "Disclosures about Segments of an Enterprise
     and Related Information" disclosure requirements in the Form 10-K Segment
     Footnote in future filings, as applicable. Certain of the disclosure
     requirements in paragraph 27 of FAS 131 have typically not been applicable
     to the Registrant's business.

     Management believes that the Segment Footnote that is included in the
     Registrant's Form 10-Q's meets the disclosure requirements for interim
     reporting noted in FAS 131 and therefore no additional disclosures need to
     be made to the Segment Footnote in the Company's Form 10-Q's.




Mr. James Allegretto
U.S. Securities and Exchange Commission
April 14, 2006
Page 9


     As management desires to resolve these comments prior to the filing of its
Form 10-Q for the first quarter of 2006, we would appreciate any efforts that
you and other members of the Staff might undertake to get back to us promptly.
If you have any questions regarding these responses, please direct them to Mark
H. Collin, Senior Vice President, Chief Financial Officer & Treasurer, at (603)
773-6612, or in his absence, Laurence M. Brock, Controller & Chief Accounting
Officer, at (603) 773-6510. Any questions regarding accounting issues may be
directed to Laurence M. Brock, Controller & Chief Accounting Officer, at (603)
773-6510.


Very truly yours,                                 Very truly yours,

/s/ Mark H. Collin                                /s/ Laurence M. Brock

Mark H. Collin                                    Laurence M. Brock
Senior Vice President,                            Controller & Chief Accounting
Chief Financial Officer &                         Officer
Treasurer