File No. 70-9429

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                   -------------------------------------------
                             PRE-EFFECTIVE AMENDMENT

                                      NO. 3

                                   TO FORM U-1

                           APPLICATION AND DECLARATION

                                    UNDER THE

                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


                               UNITIL CORPORATION
                               6 Liberty Lane West
                          Hampton, New Hampshire 03833


                               UNITIL CORPORATION
                              ---------------------
                 (name of top registered holding company parent)

                                 Mark H. Collin
                                    Treasurer
                               UNITIL CORPORATION
                               6 Liberty Lane West
                          Hampton, New Hampshire 03833
                     (Name and address of agent for service)


                  The Commission is requested to mail copies of
                   all orders, notices and communications to:

                            Sheri E. Bloomberg, Esq.
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                              125 West 55th Street
                          New York, New York 10019-5389


     Unitil Corporation, a New Hampshire corporation ("Unitil") and a registered
holding company under the Public Utility Holding Company Act of 1935, as amended
(the "Act") hereby amends Item 1 of its  application and declaration on Form U-1
(File No. 70- 9429), as filed on December 11, 1998, amended on December 16, 1998
and amended and restated on January 20, 1999 as follows:

Item 1.  DESCRIPTION OF THE PROPOSED TRANSACTIONS

     The application and declaration requests the approval of the Securities and
Exchange Commission (the "Commission") under Sections 6(a) and 7 of the Act for:
(i) the granting of options (the "Stock Options") which will entitle the holders
thereof to purchase up to 350,000  shares of its no par value  common stock (the
"Common  Stock")  under its 1998 Stock  Option  Plan (the  "Plan")  and (ii) the
issuance of up to 350,000 shares of Common Stock upon the exercise of options to
be granted under the Plan.

     A.   Authorization to Grant Options to Purchase Common Stock

     Effective  December  11, 1998,  by action of its board of directors  Unitil
adopted  the Plan.  The  purpose of the Plan is to provide an  incentive  to key
employees  and directors of Unitil and its  affiliates  who are in a position to
contribute  materially to the long-term success of Unitil and/or its affiliates,
to increase  their  interest in the welfare of Unitil and its  affiliates and to
aid in attracting and retaining employees and directors of outstanding ability.

     There are  approximately  28  employees  and  directors  of Unitil  and its
affiliates who are eligible to participate in the Plan. The Plan is administered
by a committee  (the  "Committee")  consisting of members of the Unitil Board of
Directors. The Committee has authority to determine the eligibility of employees
and directors to participate in the Plan, to grant Stock Options under the Plan,
to interpret the Plan, to prescribe,  amend,  and rescind rules and  regulations
relating to the Plan,  to  determine  the terms and  provisions  of Stock Option
agreements  executed  pursuant to the Plan (including the purchase price and the
period  during  which  such  Options  may be  exercised)  and to make all  other
determinations  necessary or advisable for the administration of the Plan. While
Committee  members are  eligible to receive  Stock  Options  under the Plan,  no
member of the  Committee  will have the  authority to render any  decision  with
respect to his or her  participation  in or  entitlement  to benefits  under the
Plan.  From time to time,  the Committee  will  determine  and  designate  those
employees  and  directors  who are to be granted Stock Options and shall specify
the number of shares of Common Stock subject to each Stock Option.

     The Plan  contains  provisions  regarding  the  effect  of  termination  of
director status or employment with Unitil on outstanding  Stock Options.  If the
employment  or status as a director of a grantee of a Stock  Option  pursuant to
the Plan is  terminated  for any reason  other than for cause (as defined in the
Plan  attached as Exhibit A-2  hereto),  only those Stock  Options  held by such
grantee which are immediately  exercisable at the time of such termination shall
be exercisable by such grantee following the termination. Any such Stock Options
must be exercised within 3 months after such termination of employment or status
as a director,  but in no event after  expiration of the Stock Option's term, or
they will be  forfeited.  If a grantee's  employment  or status as a director is
terminated  by Unitil or an affiliate for cause (as defined in the Plan attached
as Exhibit A-2 hereto),  all then outstanding Stock Options held by such grantee
will expire immediately and will not be exercisable after the termination of the
grantee's employment or status as a director.

     If a grantee's  employment or status as a director is terminated on account
of the  grantee's  death,  or in the case of an  employee,  on  account  of such
employee's  disability  (as defined in the Plan attached as Exhibit A-2 hereto),
only those Stock Options held by the grantee which were immediately  exercisable
at the  date  of his or her  death  or  disability  will be  exercisable  by the
grantee,  or the grantee's  guardian or legal  representative,  or the grantee's
estate or beneficiaries thereof to whom the Stock Options have been transferred.
Any such Stock  Options  must be  exercised by the earlier of (i) 12 months from
the date of the grantee's  death or  disability,  or (ii) the  expiration of the
Stock Option's term, or they will be forfeited.

     Stock Options  granted  under the Plan will entitle the holders  thereof to
purchase Common Stock at a price  established by the Committee.  Under the Plan,
Stock Options for shares constituting not more than 5% of the outstanding Common
Stock may be issued in any one year to eligible grantees.  Assuming no change in
the number of shares  outstanding  as of November 1, 1998, the maximum number of
shares which may be issued in connection  with the Plan during the first year is
227,385.  In the event of any stock dividend,  stock-split,  recapitalization or
other similar change to the Common Stock, the Committee will make  proportionate
adjustments  with respect to the Plan. The Board of Directors of Unitil may also
amend, suspend, discontinue or terminate the Plan, provided that such action may
not adversely  affect the rights of any grantee under a Stock Option  previously
granted thereto. For further information  concerning the provisions of the Plan,
reference  is made to Exhibit  A-2 hereto.  Implementation  of the Plan does not
require the approval of the shareholders of Unitil.

     Unitil hereby requests  authorization for the five year period ending March
1, 2004 to grant Stock Options under to the Plan to purchase  Common Stock which
will  entitle  the holders  thereof to  purchase up to 350,000  shares of Common
Stock.

     B.   Authorization to Issue Shares of Common Stock Under the Plan

     Unitil  anticipates  that the Stock Options to be granted under to the Plan
could result in the  issuance of up to 350,000  shares of Common  Stock.  Unitil
intends to file a registration  statement with the Commission for the purpose of
registering  the shares of Common Stock to be issued upon  exercise of the Stock
Options under the  Securities  Act of 1933, as amended (the "1933 Act").  Unitil
hereby requests  authorization  during the five year period ending March 1, 2004
for the  issuance of up to 350,000  shares of Common  Stock upon the exercise of
Stock Options to be granted under the Plan.

     C.   Involvement of Unitil and its Affiliates with Exempt Wholesale
          Generators and Foreign Utility Companies.

     The proposed transactions may be subject to Rules 53 and 54. Neither Unitil
nor any  subsidiary  thereof  presently has, or as a consequence of the proposed
transactions will have, an interest in any exempt wholesale generator ("EWG") or
foreign utility company ("FUCO"),  as those terms are defined in Sections 32 and
33 of the Act, respectively. None of the proceeds from the proposed transactions
will be used by Unitil to acquire any  securities of, or any interest in, an EWG
or FUCO.  Moreover,  neither  Unitil  nor any  subsidiary  thereof  is,  or as a
consequence  of the  proposed  transaction  will  become,  a party to,  and such
entities  do not and will  not  have  any  rights  under,  a  service,  sales or
construction  contract  with any  affiliated  EWGs or FUCOs except in accordance
with the  rules and  regulations  promulgated  by the  Commission  with  respect
thereto.  Consequently,  all  applicable  requirements  of Rule 53  (a)-(c)  are
satisfied as required by Rule 54.

                                    SIGNATURE

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

                                                UNITIL CORPORATION


                                                By:  /s/ Mark H. Collin
                                                     ---------------------------
                                                       Name:  Mark H. Collin
                                                       Title: Treasurer