SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* WHITNEY SANDRA L (Last) (First) (Middle) 6 LIBERTY LANE WEST (Street) HAMPTON NH 03842 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol UNITIL CORP [ UTL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Corporate Secretary
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common stock, no par value.	02/15/2011		J(1)	4.015	A	$22.699	0	D
Common stock, no par value.	05/16/2011		J(2)	3.769	A	$24.548	0	D
Common stock, no par value.	08/15/2011		J(3)	3.646	A	$25.732	0	D
Common stock, no par value.	11/15/2011		J(4)	3.526	A	$26.964	279.097	D
Common stock, no par value.							23.088(5)	I	Held in trust.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Acquisition pursuant to reinvestment of dividends.

2. Acquisition pursuant to reinvestment of dividends.

3. Acquisition pursuant to reinvestment of dividends.

4. Acquisition pursuant to reinvestment of dividends.

5. Shares are held in trust under the terms and conditions of the Unitil Corporation Tax Deffered Savings and Investment Plan ("TDSIP"). Under the TDSIP, Unitil Corporation common stock is held in a unitized fund that consists of 95% share "units" and 5% cash. The number of share units held may fluctuate daily depending on the open market per share price of Unitil Corporation common stock. In 2011, share units held decreased from the 2010 year end total due to a higher stock price on 12/31/11. No sale of shares or reallocation occurred.

	Sandra L. Whitney	02/02/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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