As filed with the Securities and Exchange Commission on
                                 January 9, 2001

                                File No. 70-9633

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

                        POST-EFFECTIVE AMENDMENT NO. 4 TO
                             APPLICATION-DECLARATION
                                   ON FORM U-1
                                    UNDER THE
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
                -------------------------------------------------
                               UNITIL CORPORATION
                            CONCORD ELECTRIC COMPANY
                        EXETER & HAMPTON ELECTRIC COMPANY
                    FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
                               UNITIL POWER CORP.
                               6 Liberty Lane West
                        Hampton, New Hampshire 03842-1720
                ------------------------------------------------
                  (Name of companies filing this statement and
                     address of principal executive offices)

                               UNITIL CORPORATION
                               6 Liberty Lane West
                        Hampton, New Hampshire 03842-1720
                -------------------------------------------------
                 (Name of top registered holding company parent)

                                 Mark H. Collin
                                    Treasurer

                               UNITIL CORPORATION
                               6 Liberty Lane West
                        Hampton, New Hampshire 03842-1720
                -------------------------------------------------
                     (Name and address of agent for service)





The Commission is requested to mail copies of all orders, notices and communications to: Joanne C. Rutkowski LeBoeuf, Lamb, Greene & MacRae, L.L.P. 1875 Connecticut Ave., N.W. Washington, DC 20009

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"), and its wholly owned subsidiary companies, Concord Electric Company ("Concord"), Exeter & Hampton Electric Company ("Exeter"), Fitchburg Gas and Electric Light Company ("Fitchburg"), Unitil Power Corp. ("Unitil Power"), Unitil Realty Corp. ("Unitil Realty"), Unitil Resources, Inc. ("Unitil Resources") and Unitil Service Corp. ("Unitil Service" and, together with Concord, Exeter, Fitchburg, Unitil Power, Unitil Realty and Unitil Resources, the "Subsidiaries" or "Money Pool Participants") hereby request increases in certain authorized borrowing amounts./1 As explained more fully below, Applicants require relief on an expedited basis and so ask the Commission to issue an order granting the requested authority no later than January 31, 2001. On June 9, 2000, Unitil and the Subsidiaries, received authority under Sections 6(b), 7, 9(a), 10 and 12(b) of the Act and the Rules 43, 45 and 52 thereunder with respect to (i) short-term borrowing by Unitil, (ii) short-term borrowings by Fitchburg and (iii) the continued use of the system money pool ("Money Pool") by Unitil and the Money Pool Participants, pursuant to the Cash Pooling and Loan Agreement (the "Pooling Agreement") among Unitil and the Money Pool Participants dated as of February 1, 1985, as amended, Holding Co. Act Release No. 27182 (the "Order"). On December 15, 2000, in response to a post-effective amendment, the Commission authorized Unitil to increase its short term borrowing to $35 million. Holding Co. Act Release No. 27307 (Dec. 15, 2000) ("Post-Effective Amendment No. 3"). The Applicants hereby file this post effective amendment ("Amendment") to their application-declaration on Form U-1 relating to the above-referenced transactions (the "Original Application-Declaration") under the Act in order to increase certain authorized borrowing amounts authorized in the Order. ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS The Applicants hereby submit this Amendment for authorization and approval under Sections 6(a), 7, 9(a), 10 and 12(b) of the Act and the Rules 43, 45 and 52 thereunder to increase Unitil's authorized short-term borrowing to $45 million from $35 million and Fitchburg's authorized short-term borrowing to $30 million from $20 million. The prices that Unitil's subsidiaries, Unitil Power and Fitchburg, pay for wholesale electric and natural gas energy commodities has become unpredictably volatile and has sharply risen putting a heavy strain on Unitil's working capital and significantly increased its short-term borrowing requirements. Despite the recent granting of rate relief from the state regulatory authorities, rising wholesale energy commodity costs are expected to continue at this time to outstrip the effect of such relief reflecting the inherent lag in the regulatory cost recovery process. The Applicant's subsidiaries are absorbing an increasing portion of these costs by deferring such energy costs for recovery in a later period. Despite recent authorized increases in the borrowing authority granted to Unitil and Fitchburg by this Commission and the above-mentioned rate relief, the Applicants are currently experiencing an acute need to borrow additional funds to principally satisfy the cost of their - -------- 1 For purposes of this Application-Declaration, Unitil and the Subsidiaries are collectively referred to as the "Applicants". 1

wholesale energy obligations. Applicants expect that this is a temporary phenomenon, but nevertheless one which requires additional borrowing authority to enable Applicants to pay for wholesale natural gas and electricity purchases. Accordingly, Applicants ask the Commission to Expeditiously approve this Amendment. Unitil's Board of Directors authorized this short-term borrowing limit of $45 million on _____, and Fitchburg's Board of Directors authorized the new limit of $30 million on _______. See Exhibits B-2 and B-3. Any borrowings undertaken pursuant to this authorization will remain subject to the parameters set forth in the Order, as supplemented, except for the new aggregate limits of $45 million for Unitil and $30 million for Fitchburg. While some of these parameters are discussed or repeated in this Amendment, the decision not to repeat or describe a specific aspect of the Order or Original Application-Declaration does not affect its continuing validity. After the Commission authorized the borrowing authority requested in Amendment No. 3, Unitil began to utilize this new authority and had incurred approximately $33 million in short term debt as of December 31, 2000. As discussed in the Original Application-Declaration, Unitil requests authority to secure both formal and informal credit lines with a number of lending institutions. Formal credit lines under the proposed facilities may be subject to compensating balances and/or fee requirements. Compensating balance requirements will not exceed 5% of the committed credit line amount, and fees will not exceed 50 basis points times the total line of credit per annum. Unitil may change its credit line arrangements and obtain additional formal or informal credit lines over time. Applicants anticipates that most of Fitchburg's borrowings will be made through the Money Pool. However, the Fitchburg board resolutions do not prohibit Fitchburg from short-term borrowing outside of the Pooling Agreement. Accordingly, Fitchburg seeks Commission authorization for short-term borrowings up to $30 million through the Money Pool and through direct borrowings from commercial banks on terms similar to those on which Unitil borrows. The proposed transactions are not subject to Rules 53 and 54 under the Act. 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 to acquire any securities of, or any interest in, an EWG or FUCO. Moreover, neither Unitil nor any of the Subsidiaries is, or as a consequence of the proposed transactions 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) under the Act are satisfied as required by Rule 54 under the Act. 2

ITEM 2. FEES, COMMISSIONS AND EXPENSES The fees, commissions and expenses of the Applicants expected to be paid or incurred, directly or indirectly, in connection with the transactions described above are estimated as follows: Legal fees .......................................... $5,000 Miscellaneous .......................................... $3,000 Total .......................................... $8,000 ITEM 3. APPLICABLE STATUTORY PROVISIONS Sections 6(a), 7, 9(a), 10 and 12(b) of the Act, and Rules 43, 45 and 52 thereunder, are directly applicable to this Application-Declaration. ITEM 4. REGULATORY APPROVALS No state or federal agency other than the Commission has jurisdiction with respect to any of the proposed transactions other than as described in this item. ITEM 5. PROCEDURE It is requested that the Commission issue and publish no later than January 12, 2001 such notice specifying January 27, 2001 as the date by which comments may be entered and the date on which an order granting and permitting the Application-Declaration to become effective may be entered by the Commission and that the Commission enter not later than January 31, 2001, an appropriate order granting and permitting this Application-Declaration to become effective. The Applicants respectfully request that appropriate and timely action be taken by the Commission in this matter. No recommended decision by a hearing officer or other responsible officer of the Commission is necessary or required in this matter. The Division of Investment Management of the Commission may assist in the preparation of the Commission's decision in this matter. There should be no thirty-day waiting period between the issuance and effective date of any order issued by the Commission in this matter, and it is respectfully requested that any such order be made effective immediately upon the entry thereof. ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS a) Exhibits Exhibit No. Description of Exhibit ----------- ---------------------- B-1 Cash Pooling and Loan Agreement, as amended (previously filed with Post-Effective Amendment No. 1). 3

B-2 Resolutions of Fitchburg Board of Directors authorizing short-term borrowing limit of $30 million (to be filed by amendment). B-3 Resolutions of Unitil Board of Directors authorizing short-term borrowing limit of $45 million (to be filed by amendment). F-1 Opinion of Counsel (to be filed by amendment). F-2 "Past Tense" Opinion of Counsel (to be filed by amendment). G-1 Financial Data Schedule (to be filed by amendment). H-1 Proposed Form of Notice. b) Financial Statements No. Description of Financial Statement FS-1 Actual and Pro Forma Balance Sheet and Statement of Earnings for the period ending September 30, 2000 for: (a) Fitchburg; (b) Unitil Corporation and Subsidiary Companies; and (c) Unitil Company only. FS-2 Unitil Corporation and Subsidiary Companies Consolidated Actual Balance Sheets and Statement of Earnings, September 30, 2000 (filed with the Commission with Unitil's 10-Q for the period ended September 30, 2000 and incorporated by reference herein). ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS None of the matters that are the subject of this Application-Declaration involve a "major federal action" nor do they "significantly affect the quality of the human environment" as those terms are used in Section 102(2)(C) of the National Environmental Policy Act. None of the proposed transactions that are the subject of this Application-Declaration will result in changes in the operation of the Applicants that will have an impact on the environment. The Applicants are not aware of any federal agency which has prepared or is preparing an environmental impact statement with respect to the transactions proposed herein. 4

SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the Applicants have duly caused this Application-Declaration to be signed on their behalf by the undersigned thereunto duly authorized. Dated: January 9, 2001 UNITIL CORPORATION By: /s/ Mark H. Collin ------------------- Name: Mark H. Collin Title: Treasurer 5

Exhibit H

                             Proposed Form Of Notice

SECURITIES AND EXCHANGE COMMISSION
(Release No. 35-_____)
Filings under the Public Utility Holding Company Act of 1935, as amended ("Act")

__, 2001

     Notice is hereby given that the following filing(s) has/have been made with
the  Commission  pursuant  to  provisions  of  the  Act  and  rules  promulgated
thereunder.  All interested  persons are referred to the  application(s)  and/or
declaration(s) for complete statements of the proposed transaction(s) summarized
below.  The  application(s)  and/or  declaration(s)  and any amendments  thereto
is/are available for public inspection through the Commission's Office of Public
Reference.  Interested  persons  wishing  to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in writing by __,
2001 to the Secretary, Securities and Exchange Commission, 450 5th Street, N.W.,
Washington,  D.C. 20549,  and serve a copy on the relevant  applicant(s)  and/or
declarant(s)  at the  address(es)  as  specified  below.  Proof of  service  (by
affidavit  or, in case of an attorney at law,  by  certificate)  should be filed
with the request. Any request for hearing shall identify specifically the issues
of fact or law that are  disputed.  A person who so requests will be notified of
any hearing,  if ordered,  and will receive a copy of any notice or order issued
in the matter.  After __, 2001, the  application(s)  and/or  declaration(s),  as
filed or as amended, may be granted and/or permitted to become effective.

                                    * * * * *
Unitil Corporation (70-9633)

     Unitil  Corporation  ("Unitil"),  of 6  Liberty  Lane  West,  Hampton,  New
Hampshire   03842-1720,   a  registered  holding  company,  and  its  subsidiary
companies,   Concord  Electric  Company,  Exeter  &  Hampton  Electric  Company,
Fitchburg Gas and Electric  Light Company  ("Fitchburg")  and Unitil Power Corp.
all of 6 Liberty  Lane West,  Hampton,  New  Hampshire  03842-1720  have filed a
post-effective  amendment  under  Sections  6(a),  7, 9(a),  10 and 12(b) of the
Public  Utilities  Holding Company Act of 1935, as amended ("Act") and Rules 43,
45 and 52 thereunder to an  application-declaration  previously  filed under the
Act.

     On June 9, 2000, Unitil and its wholly owned subsidiary companies,  Concord
Electric Company  ("Concord"),  Exeter & Hampton  Electric  Company  ("Exeter"),
Fitchburg  Gas and  Electric  Light  Company  ("Fitchburg"),  Unitil Power Corp.
("Unitil Power"), Unitil Realty Corp. ("Unitil Realty"),  Unitil Resources, Inc.
("Unitil  Resources") and Unitil Service Corp.  ("Unitil  Service" and, together
with  Concord,  Exeter,  Fitchburg,  Unitil  Power,  Unitil  Realty  and  Unitil
Resources,  the  "Subsidiaries"  or "Money Pool  Participants")  (Unitil and the
Subsidiaries  are  collectively  referred  to  as  the  "Applicants"),  received
approval  under  the Act  from  the  Securities  and  Exchange  Commission  (the
"Commission")  for the  authorization and approval under Sections 6(b), 7, 9(a),
10 and 12(b) of the Act and the Rules 43, 45 and 52  thereunder  with respect to
(i) short-term borrowing by Unitil, (ii) short-term  borrowings by Fitchburg and
(iii) the  continued  use of the system money pool ("Money  Pool") by Unitil and
the Money Pool  Participants,  pursuant to the Cash  Pooling and Loan  Agreement
(the "Pooling  Agreement") among Unitil and the Money Pool Participants dated as
of  February  1, 1985,  as  amended,  Holding  Co. Act  Release  No.  27182 (the
"Order"). On December 15, 2000, in response to a post-effective  amendment,  the
Commission  authorized  Unitil to  increase  its  short  term  borrowing  to $35
million. Holding Co. Act Release No. 27307 (Dec. 15, 2000).

     Applicants  now seek approval to increase  Unitil's  authorized  short-term
borrowing to $45 million from $35 million and Fitchburg's  short-term borrowings
to $30 million  from $20 million.  Any  borrowings  undertaken  pursuant to this
authorization  will  remain  subject to the  parameters  set forth in the Order,
except for the new  aggregate  limits of $45  million for Unitil and $30 million
for  Fitchburg.  The  prices  that  Unitil's  subsidiaries,   Unitil  Power  and
Fitchburg,  pay for wholesale  electric and natural gas energy  commodities  has
become  unpredictably  volatile and has sharply  risen putting a heavy strain on
Unitil's working capital and  significantly  increased its short-term  borrowing
requirements. Applicants expect to use the proceeds derived from short-term bank
borrowings     authorized    by    this    Commission     pursuant    to    this
application/declaration  for: (i) loans or advances to Subsidiaries  through the
Pooling  Agreement,  (ii) payment of  indebtedness,  (iii) short-term cash needs
which may arise due to payment timing  differences,  (iv) greater flexibility in
financial planning and (iv) other general purposes.

     For the Commission,  by the Division of Investment Management,  pursuant to
delegated authority.

                                Jonathan G. Katz
                                    Secretary

                    FITCHBURG GAS AND ELECTRIC LIGHT COMPANY

                     CONSOLIDATED BALANCE SHEETS (000's) (A)

                                   (UNAUDITED)




                                                     September 30,
ASSETS:                                                   2000                Adjustments              Pro Formed
                                                    ------------------      -----------------      --------------------

                                                                                         
Utility Plant (at cost):
  Electric                                                    $57,716                                          $57,716
  Gas                                                          35,860                                           35,860
  Common                                                        5,411                                            5,411
  Construction Work in Progress                                 2,611                 18,170 (E)                20,781
                                                    ------------------      -----------------      --------------------
     Utility Plant                                            101,598                 18,170                   119,768
     Less: Accumulated Depreciation                            26,942                                           26,942
                                                    ------------------      -----------------      --------------------
        Net Utility Plant                                      74,656                 18,170                    92,826
                                                    ------------------      -----------------      --------------------

Other Property and Investments                                     18                                               18
                                                    ------------------      -----------------      --------------------


Current Assets:
  Cash                                                            197                                              197
  Accounts Receivable                                           7,627                                            7,627
  Due from Affiliates                                           1,626                                            1,626
  Materials and Supplies (at average cost)                      2,397                                            2,397
  Prepayments                                                     510                                              510
  Accrued Revenue                                                (338)                                            (338)
                                                    ------------------      -----------------      --------------------
    Total Current Assets                                       12,019                                           12,019


Noncurrent Assets

  Regulatory Assets                                           138,391                                          138,391
  Unamortized Debt Issuance Costs                                 407                                              407
  Prepaid Pension Costs                                         3,330                                            3,330
  Other                                                        15,598                                           15,598
                                                    ------------------      -----------------      --------------------
    Total Noncurrent Assets                                   157,726                                          157,726


                                                    ------------------      -----------------      --------------------
    TOTAL                                                    $244,419                $18,170                  $262,589
                                                    ==================      =================      ====================



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



                    FITCHBURG GAS AND ELECTRIC LIGHT COMPANY

                     CONSOLIDATED BALANCE SHEETS (000's) (A)

                                   (UNAUDITED)



                                                      September 30,
CAPITALIZATION AND LIABILITIES:                           2000                Adjustments              Pro Formed
                                                    ------------------      -----------------      --------------------

                                                                                         
Capitalization:
  Common Stock Equity                                          39,526                   (593)(D)                38,933
  Preferred Stock, Redeemable                                   2,272                                            2,272
  Long-term Debt, Less Current Portion                         40,000                                           40,000
                                                    ------------------      -----------------      --------------------
         Total Capitalization                                  81,798                   (593)                   81,205


Current Liabilities:
  Long-term Debt, Current Portion                               3,000                                            3,000
  Capitalized Lease Obligations                                   201                                              201
  Short-Term Debt                                              11,830                 18,170 (F)                30,000
  Accounts Payable                                              4,081                                            4,081
  Due to Affiliate                                                760                                              760
  Dividends Declared and Payable                                1,387                                            1,387
  Refundable Customer Deposits                                    306                                              306
  Taxes Payable                                                 1,165                   (361)(B)                   804
  Interest Payable                                                612                    954 (C)                 1,566
  Other Current Liabilities                                       507                                              507
                                                    ------------------      -----------------      --------------------
         Total Current Liabilities                             23,849                 18,763                    42,612


Deferred Income Taxes                                          30,915                                           30,915
                                                    ------------------      -----------------      --------------------

Noncurrent Liabilities:
Power Supply Contract Obligations                              99,553                                           99,553
Capitalized Lease Obligations                                   2,009                                            2,009
Other Noncurrent Liabilities                                    6,295                                            6,295
                                                    ------------------      -----------------      --------------------
         Total Noncurrent Liabilities                         107,857                                          107,857

                                                    ------------------      -----------------      --------------------
         TOTAL                                               $244,419                $18,170                  $262,589
                                                    ==================      =================      ====================


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



                    FITCHBURG GAS AND ELECTRIC LIGHT COMPANY

                 CONSOLIDATED STATEMENTS OF EARNINGS (000's) (A)
                                   (UNAUDITED)



                                                    Nine Months Ended
                                                       September 30,
                                                          2000                Adjustments              Pro Formed
                                                    ------------------      -----------------      --------------------
                                                                                         
Operating Revenues:
  Electric                                                    $41,345                                          $41,345
  Gas                                                          14,677                                           14,677
                                                    ------------------      -----------------      --------------------
    Total Operating Revenues                                   56,022                                           56,022
                                                    ------------------      -----------------      --------------------

Operating Expenses:
  Fuel and Purchased Power                                     23,574                                           23,574
  Gas Purchased for Resale                                      8,261                                            8,261
  Operating Expenses, Other                                     9,395                                            9,395
  Maintenance                                                   1,155                                            1,155
  Depreciation and Amortization                                 4,847                                            4,847
  Provisions for Taxes:
    Federal and State Income                                    1,854                   (361)(B)                 1,493
    Local Property and Other                                      952                                              952
                                                    ------------------      -----------------      --------------------
      Total Operating Expenses                                 50,038                   (361)                   49,677
                                                    ------------------      -----------------      --------------------

Operating Income                                                5,984                    361                     6,345

Non-operating Expense                                              91                                               91
                                                    ------------------      -----------------      --------------------

Income Before Interest Expense                                  5,893                    361                     6,254

  Interest Expense, Net                                         2,399                    954 (C)                 3,353
                                                    ------------------      -----------------      --------------------

Net Income                                                      3,494                  ($593)(D)                 2,901
Less Dividends on Preferred Stock                                 117                                              117
                                                    ------------------      -----------------      --------------------

Net Income Applicable to Common Stock                          $3,377                  ($593)                   $2,784
                                                    ==================      =================      ====================



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



                               UNITIL CORPORATION

                     CONSOLIDATED BALANCE SHEETS (000's) (A)




ASSETS:                                               (Unaudited)
                                                     September 30,
                                                          2000                Adjustments              Pro Formed
                                                    ------------------      -----------------      --------------------

                                                                                         
Utility Plant

  Electric                                                   $169,013                                         $169,013
  Gas                                                          35,860                                           35,860
  Common                                                       21,192                                           21,192
  Construction Work in Progress                                 3,845                 23,775 (E)                27,620
                                                    ------------------      -----------------      --------------------
     Utility Plant                                            229,910                 23,775                   253,685
Less: Accumulated Depreciation                                 69,831                                           69,831
                                                    ------------------      -----------------      --------------------
     Net Utility Plant                                        160,079                 23,775                   183,854
                                                    ------------------      -----------------      --------------------

Miscellaneous Property & Investments                            7,763                                            7,763
                                                    ------------------      -----------------      --------------------


Current Assets:
  Cash                                                          2,170                                            2,170
  Accounts Receivable                                          17,593                                           17,593
  Materials and Supplies                                        3,228                                            3,228
  Prepayments                                                   1,189                                            1,189
  Accrued Revenue                                               4,374                                            4,374
  Taxes Refundable                                                611                    458 (B)                 1,069
                                                    ------------------      -----------------      --------------------
     Total Current Assets                                      29,165                    458                    29,623


Noncurrent Assets:
  Regulatory Assets                                           138,391                                          138,391
  Prepaid Pension Costs                                         9,807                                            9,807
  Debt Issuance Costs                                           1,343                                            1,343
  Other Noncurrent Assets                                      24,185                                           24,185
                                                    ------------------      -----------------      --------------------
     Total Noncurrent Assets                                  173,726                                          173,726


                                                    ------------------      -----------------      --------------------
TOTAL                                                        $370,733                $24,233                  $394,966
                                                    ==================      =================      ====================




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



                               UNITIL CORPORATION

                     CONSOLIDATED BALANCE SHEETS (000's) (A)




CAPITALIZATION AND LIABILITIES:                       (Unaudited)
                                                      September 30,
                                                          2000                Adjustments              Pro Formed
                                                    ------------------      -----------------      --------------------

                                                                                         
Capitalization:
  Common Stock Equity                                         $77,615                  ($790)(D)               $76,825
  Preferred Stock, Non-Redeemable                                 225                                              225
  Preferred Stock, Redeemable                                   3,465                                            3,465
  Long-term Debt, Less Current Portion                         81,811                                           81,811
                                                    ------------------      -----------------      --------------------
     Total Capitalization                                     163,116                   (790)                  162,326


Current Liabilities:
  Long-term Debt, Current Portion                               3,203                                            3,203
  Capitalized Lease, Current Portion                              831                                              831
  Accounts Payable                                             15,138                                           15,138
  Short-Term Debt                                              21,225                 23,775 (F)                45,000
  Dividends Declared and Payable                                1,848                                            1,848
  Refundable Customer Deposits                                  1,298                                            1,298
  Interest Payable                                              1,311                  1,248 (C)                 2,559
  Other Current Liabilities                                     7,307                                            7,307
                                                    ------------------      -----------------      --------------------
     Total Current Liabilities                                 52,161                 25,023                    77,184

Deferred Income Taxes                                          44,534                                           44,534
                                                    ------------------      -----------------      --------------------

Noncurrent Liabilities

  Power Supply Contract Obligations                            99,553                                           99,553
  Capitalized Leases, Less Current Portion                      3,245                                            3,245
  Other Deferred Credits                                        8,124                                            8,124
                                                    ------------------      -----------------      --------------------
     Total Noncurrent Liabilities                             110,922                                          110,922


                                                    ------------------      -----------------      --------------------
TOTAL                                                        $370,733                $24,233                  $394,966
                                                    ==================      =================      ====================




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

                               UNITIL CORPORATION

                 CONSOLIDATED STATEMENTS OF EARNINGS (000's) (A)




                                                      (Unaudited)
                                                   Nine Months Ended
                                                      September 30,
                                                           2000                Adjustments              Pro Formed
                                                    ------------------      -----------------      --------------------

                                                                                         
Operating Revenues:
  Electric                                                    118,925                                          118,925
  Gas                                                          14,677                                           14,677
  Other                                                            87                                               87
                                                    ------------------      -----------------      --------------------
      Total Operating Revenues                                133,689                                          133,689
                                                    ------------------      -----------------      --------------------

Operating Expenses:
  Fuel and Purchased Power                                     81,127                                           81,127
  Gas Purchased for Resale                                      8,261                                            8,261
  Operating and Maintenance                                    18,929                                           18,929
  Depreciation and Amortization                                 8,926                                            8,926
  Provisions for Taxes:
    Local Property and Other                                    3,802                                            3,802
    Federal and State Income                                    2,277                   (458)(B)                 1,819
                                                    ------------------      -----------------      --------------------
      Total Operating Expenses                                123,322                   (458)                  122,864
                                                    ------------------      -----------------      --------------------
Operating Income                                               10,367                    458                    10,825

Non-operating Expense, Net                                        194                                              194
                                                    ------------------      -----------------      --------------------

Income Before Interest Expense                                 10,173                    458                    10,631

  Interest Expense, Net                                         5,151                  1,248 (C)                 6,399
                                                    ------------------      -----------------      --------------------
Net Income                                                      5,022                   (790)(D)                 4,232
Less Dividends on Preferred Stock                                 197                                              197
                                                    ------------------      -----------------      --------------------

Net Income Applicable to Common Stock                          $4,825                  ($790)                   $4,035
                                                    ==================      =================      ====================




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



                        UNITIL CORPORATION (COMPANY ONLY)

                           BALANCE SHEETS (000's) (A)




ASSETS:                                               September 30,
                                                          2000                Adjustments              Pro Formed
                                                    ------------------      -----------------      --------------------

                                                                                         
Other Property and Investments

Investment in Associate Companies                             $72,251                $23,775 (E)               $96,026
Other Investments                                               5,411                                            5,411
                                                    ------------------      -----------------      --------------------
     Net Service Property And Investments                      77,662                 23,775                   101,437
                                                    ------------------      -----------------      --------------------



Current Assets:
  Cash                                                          1,161                                            1,161
  Due from Affiliates                                           2,784                  1,248 (B)                 4,032
  Refundable Taxes                                              1,995                                            1,995
                                                    ------------------      -----------------      --------------------
    Total Current Assets                                        5,940                  1,248                     7,188


Noncurrent Assets                                                 123                                              123
                                                    ------------------      -----------------      --------------------
    TOTAL                                                     $83,725                $25,023                  $108,748
                                                    ==================      =================      ====================




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



                        UNITIL CORPORATION (COMPANY ONLY)

                           BALANCE SHEETS (000's) (A)




                                                      September 30,
CAPITALIZATION AND LIABILITIES:                           2000                Adjustments              Pro Formed
                                                    ------------------      -----------------      --------------------

                                                                                         
Capitalization:
  Common Stock Equity                                         $57,751                                          $57,751
                                                    ------------------      -----------------      --------------------
         Total Capitalization                                  57,751                                           57,751


Current Liabilities:
  Short-Term Debt                                              21,225                 23,775 (D)                45,000
  Due to Affiliates                                             2,569                                            2,569
  Dividends Declared and Payable                                1,781                                            1,781
  Interest Payable                                                125                  1,248 (B)                 1,373
  Misc. Current Assets                                            274                                              274
                                                    ------------------      -----------------      --------------------
         Total Current Liabilities                             25,974                 25,023                    50,997


                                                    ------------------      -----------------      --------------------
         TOTAL                                                $83,725                $25,023                  $108,748
                                                    ==================      =================      ====================




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

                        UNITIL CORPORATION (COMPANY ONLY)

                        STATEMENT OF EARNINGS (000's) (A)




                                                    Nine Months Ended
                                                      September 30,
                                                          2000                Adjustments              Pro Formed
                                                    ------------------      -----------------      --------------------

                                                                                         
Operating Expenses:
  Operating Expenses, Other                                      $528                                             $528
  Provisions for Taxes:
    Federal and State Income                                     (116)                                            (116)
                                                    ------------------      -----------------      --------------------
      Total Operating Expenses                                    412                                              412
                                                    ------------------      -----------------      --------------------

Operating Income                                                 (412)                                            (412)

Non-operating Income                                            5,073                  1,248 (B)                 6,321
                                                    ------------------      -----------------      --------------------

Income Before Interest Expense                                  4,661                  1,248                     5,909

  Interest Expense, Net                                                                1,248 (C)                 1,248
                                                    ------------------      -----------------      --------------------


Net Income                                                     $4,661                                           $4,661
                                                    ==================      =================      ====================




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

                               UNITIL CORPORATION
              Notes to Pro Forma Consolidated Financial Statements

(A)  These statements have been pro formed to reflect an increase in Short- Term
     Debt to the  requested  borrowing  limit  and the  corresponding  impact on
     expenses and Net Income.

(B)  The reduction in taxes  reflect the rise in interest  expense which reduced
     income for tax purposes.

(C)  The  cost of this  increase  in  Short-Term  Debt is  reflected  in  higher
     interest costs for the six months period.

(D)  Lower Net Income and Common Equity (e.g.  Retained  Earnings)  reflects the
     impact of higher interest expense.

(E)  Assumes all borrowings are made to fund capital additions to plant.

(F)  Relects the incremental  increase in Short-Term Debt to reach the borrowing
     limit.

                        UNITIL CORPORATION (Company Only)
                     Notes to Pro Forma Financial Statements

(A)  These statements have been pro formed to reflect an increase in Short- Term
     Debt to the  requested  borrowing  limit  and the  corresponding  impact on
     Interest Expenses and Non-operating Income.

(B)  Assumes interest costs will be billable through the Cash Pool to the client
     companies and will become a receivable.

(C)  The cost of this  increase in  Short-Debt  is reflected in higher  interest
     costs for the six months period.

(D)  Reflects the incremental increase in Short-Term Debt to reach the borrowing
     limit.

(E)  Assumes all borrowed funds are reflected as an investment in the Cash Pool.

                    FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
                     Notes to Pro Forma Financial Statements

(A)  These statements have been pro formed to reflect an increase in Short- Term
     Debt to the  recently  authorized  borrowing  limit  and the  corresponding
     impact on expenses and Net Income.

(B)  The reduction in taxes  reflect the rise in interest  expense which reduced
     income for tax purposes.

(C)  The  cost of this  increase  in  Short-Term  Debt is  reflected  in  higher
     interest costs for the six months period.

(D)  Lower Net Income and Common Equity (e. g. Retained  Earnings)  reflects the
     impact of higher interest expense.

(E)  Assumes all borrowings are made to fund additions to Utility Plant.

(F)  Reflects the incremental increase in Short-Term debt to reach the borrowing
     limit.