SIGNATURE



	Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused
this Certificate to be signed on its behalf by the undersigned
thereunto duly authorized.



                                      UNITIL Resources, Inc.





                                      By:    /s/  Gail A. Siart            

                                                Gail A. Siart
                                                 Treasurer 



Dated:  February 28, 1996







                              UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549





________________________________________________________________________

Application of UNITIL Corporation     ) 
                                      )       CERTIFICATE PURSUANT TO
and its Subsidiaries on Form U-1      )       RULE 24 UNDER THE PUBLIC
                                      )       UTILITY HOLDING COMPANY
(File No. 70-8074)                    )       ACT OF 1935

________________________________________________________________________

     Pursuant to the requirements of Rule 24 under the Public Utility
Holding Company Act of 1935, UNITIL Corporation, on behalf of itself and
its subsidiary, UNITIL Resources, Inc. hereby files the attached quarterly
report as required by the Securities and Exchange Commission's order
approving the formation of a subsidiary company to provide consulting
services to non affiliates (HCAR. No. 25816; File No. 70-8074; May 24, 1993).

Exhibit

Exhibit A -	Description of the various consulting and other activities 
            undertaken by UNITIL Resources, Inc.

Exhibit B -	Statement of the amount of funds invested by UNITIL in UNITIL 
            Resources, Inc.

Exhibit C -	Description of staffing.

Exhibit D -	Description of the intellectual property.

Exhibit E -	Financial Statements.





                                                                  EXHIBIT A
                                                                  Page 1 of 1

											
Description of Various Consulting and Other Activities Undertaken by
UNITIL Resources Inc:


     Staff providing services under the assignments listed below (unless
otherwise indicated) are located at UNITIL Service Corp. (UNITIL Service),
216 Epping Road, Exeter, NH 03833, where most client work is performed.
From time to time staff visit other locations, predominately in New England,
representing client interests.

A. Great Bay Power Corporation (GBP) Marketing Agent.  UNITIL Resources
provided marketing services during the fourth quarter of 1995 for power
sales from GBP's 12.1324% ownership interest in the Seabrook nuclear power
station, pursuant to a Marketing Agent Agreement between GBP and UNITIL
Corporation dated April 1, 1993.  Services provided by UNITIL Resources in
the fourth quarter of 1995 involved the marketing of power in the wholesale
market, and charges to GBP under this contract totalled $98,563 in the
fourth quarter of 1995.  This consulting contract was concluded effective
December 31, 1995.


B. Great Bay Power Corporation (GBP) Management and Administrative Services.
UNITIL Resources provided comprehensive management and administrative
services to GBP during the fourth quarter of 1995, in a variety of functional
areas including accounting, budgeting, finance,  risk management (insurance),
overview of plant operations, and general management.  These services were
being provided pursuant to a Management and Administrative Services Agreement
between GBP and UNITIL Corporation dated November 23, 1994, and charges to
GBP under this contract totalled $161,131 in the fourth quarter of 1995.
This consulting contract was concluded effective December 31, 1995.


C. Kingston-Warren Corporation Consultancy.  An agreement was signed as of
December 30, 1994 between UNITIL Resources and Kingston-Warren Corporation
(K-W) under which UNITIL Resources will assist K-W in the conduct of
studies relating to alternatives to K-W's current retail power supply
arrangements.  No charges have been assessed to date on this contract.



                                                                  EXHIBIT B

Statement of the Amount of Funds Invested by UNITIL Corporation in UNITIL
Resources, Inc.:


     The initial investment in UNITIL Resources, Inc. was $10,000.  There
has been no further investment.






                                                                   EXHIBIT C


Description of Staffing:

     Staff involved in providing service to UNITIL Resources, Inc. (UNITIL
Resources) are located at UNITIL Service Corp. (UNITIL Service).  Service is
provided to UNITIL Resources pursuant to a service agreement between UNITIL
Service and UNITIL Resources dated July 1, 1993.  Services provided by
UNITIL Service during the fourth quarter of 1995 included power brokering,
regulatory, finance, accounting, and administrative services and ranged in
number from twenty-seven to thirty-three employees on a part-time basis
each month.  The following are the percentages of UNITIL Service time each
month that were expended on UNITIL Resources activities in the fourth
quarter of 1995:



           October	  3.40%

          November  	3.60%

         	December  	3.40%





                                                                   EXHIBIT D


Description of the Intellectual Property:


     No intellectual property was purchased or received during the quarter.




                                                                   EXHIBIT E


                          UNITIL Resources, Inc.
             (A Wholly-owned Subsidiary of UNITIL Corporation)

                         STATEMENTS OF EARNINGS
                               (UNAUDITED)

                                 Three Months Ended       Twelve Months Ended
                                    December 31,              December 31,     
                                  1995        1994         1995         1994 

Revenues                        $259,694    $328,960     $910,954     $594,560 
                                                
Operating Expenses: 	 		 		 	 	 
  Administrative and General     165,761     249,726      583,075      474,462 
   Total Operating Expenses      165,761     249,726      583,075      474,462 
Operating Income                  93,933      79,234      327,879      120,098 

Nonoperating Income                3,459         549        3,669        2,192 

Earning Before Income Taxes       97,392      79,783      331,548      122,290 
Income Taxes: 							
  Current Federal                 30,758      25,200      104,908       38,859 
  Current State                    6,817       5,585       23,208        8,567 
   Total Income Taxes             37,575      30,785      128,116       47,426 

Net Income                       $59,817     $48,998     $203,432      $74,864 



                                                                   Exhibit E
                                                                   Page 2 of 4

                          UNITIL Resources, Inc.
            (A Wholly-owned Subsidiary of UNITIL Corporation)

                             BALANCE SHEETS
                               (UNAUDITED)

                                             December 31              
ASSETS:                                 1995            1994 

Current Assets: 	 	 	 
  Cash                                $411,781         $98,715 
  Accounts Receivable                      258          65,565 
  Unbilled and Accrued Revenue           4,181           8,948 
   Total Current Assets                416,220         173,228 

Deferred Debits                           --             1,483 

Total Assets                          $416,220        $174,711 

			
LIABILITIES AND 			
 STOCKHOLDERS EQUITY:                  

Current Liabilities:             
  Accounts Payable                     $50,862         $52,003 
  Taxes Accrued & Other                 21,663         (17,556) 
   Total Current Liabilities            72,525          34,447 

Stockholder's Equity: 			
  Common Stock, $1.00 par value               
   Authorized - 10,000 shares                      
   Outstanding - 10,000 shares             100             100 
  Premium on Common Stock                9,900           9,900 
  Retained Earnings                    333,695         130,264 
   Total Stockholder's Equity          343,695         140,264 

Total Liabilities and Equity          $416,220        $174,711 



                                                                   Exhibit E
                                                                   Page 3 of 4

                         UNITIL Resources, Inc.
         (A Wholly-owned Subsidiary of UNITIL Corporation)

                        STATEMENTS OF CASH FLOWS
                               (UNAUDITED)


                                      	For the Twelve Months Ended
                                               December 31,
                                            1995            1994 
Net Cash Flow from Operating Activities: 			
 Net Income                               $203,432         $74,864 

			
 Change in Assets and Liabilities                      
  (Increase) Decrease in:                     
   Accounts Receivable                      65,307          63,510 
   Unbilled and Accrued Revenue              4,766          14,237 
   Deferred Debits                           1,484          60,878 
 Increase (Decrease) in:               
   Accounts Payable                         (1,141)        (76,690) 
   Taxes Accrued & Other                    39,218         (42,461) 
 Net Cash Provided by Operating Activities 313,066          94,338 

			
 Net Increase in Cash                      313,066          94,338 
 Cash at beginning of year                  98,715           4,377 
 Cash at December 31,                     $411,781         $98,715 




                                                                   Exhibit E
                                                                   Page 4 of 4


                        UNITIL Resources, Inc.
        (A Wholly-owned Subsidiary of UNITIL Corporation)

                   STATEMENTS OF RETAINED EARNINGS
                             (UNAUDITED)


                                        For the Three Months Ended
                                               December 31,
                                            1995            1994 

Retained Earnings, Beginning of Period    $273,879         $81,266 

Net Income                                  59,817          48,998 

Retained Earnings, End of Period          $333,696        $130,264 







                                        For the Twelve Months Ended
                                               December 31,
                                            1995            1994 

Retained Earnings, Beginning of Period    $130,264         $55,400 

Net Income                                 203,432          74,864 

Retained Earnings, End of Period          $333,696        $130,264