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:  May 18, 1995






                                                  
                          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 ACT
(File No. 70-8074)                      )    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 2
                                                       

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 provides marketing services 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 first quarter involved the marketing of
power in the wholesale market. Charges to GBP under this contract
totaled $62,350 in the first quarter of 1995.


B. Great Bay Power Corporation (GBP) Management and
Administrative Services.  UNITIL Resources provides comprehensive
management and administrative services to GBP, in a variety of
functional areas including accounting, budgeting, finance,  risk
management (insurance),
overview of plant operations, and general management.  These
services are currently provided pursuant to a Management and
Administrative Services Agreement between GBP and UNITIL
Corporation dated November 23, 1994.  Charges to GBP under this
contract totaled $139,987 in the first quarter of 1995. 

C. Milford, L.P. Consultancy.  Milford L.P. is a PURPA QF
facility located in Milford MA which has, pursuant to an
agreement dated February 8, 1994, engaged UNITIL Resources for
advice, consultation and support on matters involving the New
England Power Pool, marketing and power contracting.  Charges to
Milford L.P. in the first quarter of 1995 totaled $830.  The
agreement with Milford is expected to expire as of April 30,
1995.

D. University of Pennsylvania Consultancy.  The University of
Pennsylvania, through a letter contract with UNITIL Resources
dated November 7, 1994, engaged the services of a UNITIL employee
for the purpose of assisting in the presentation of a conference
on emerging energy markets in India, held in Hyberyadad, India,
the week of January 23, 1995.  Services totaling $8,969 were
charged in the first quarter of 1995, including charges of $1,483
which had been deferred from the fourth quarter of 1994.

                                                        EXHIBIT A
                                                      Page 2 of 2



E. 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 electrical supply from
Public Service Company of New Hampshire.  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 first quarter included power brokering,
regulatory, finance, accounting, and administrative services and
ranged in number from twenty-five to twenty-eight 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 first quarter of 1995:

     January        5.43%
     February       3.61%
     March          3.70%


                                        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          
                                March 31,                          
                        
                           1995          1994
                                     
Revenues                   212,136       105,798
                                     
Operating Expenses:                  
   Administrative and      127,350        79,700
   General                                          
      Total Operating      127,350        79,700
      Expenses                                         
 Operating Income           84,786        26,098
                                     
Earning Before Income       84,786        26,098
Taxes                                            

Income Taxes:                        
   Current Federal          26,809         8,252
   Current State             5,935         1,827
      Total Income          32,744        10,079
      Taxes                                            
                                     
Net Income                  52,042        16,019


                                                        Exhibit E
                                                      Page 2 of 4

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

                         BALANCE SHEETS
                           (UNAUDITED)

                                 March 31,          December 31,     

ASSETS:                      1995         1994          1994
                                                    
Current Assets:                                     
   Cash                     226,407       66,556        98,715
   Accounts Receivable       11,160       64,700        65,565
   Unbilled and Accrued       2,751       35,930         8,948
   Revenue                                                        
      Total Current         240,318      167,186       173,228
      Assets                                                         
                                                    
Deferred Debits                  78       79,923         1,483
                                                    
Total Assets                240,396      247,109       174,711
                                                    
LIABILITIES AND                                     
  STOCKHOLDERS EQUITY:                              
                                                    
Current Liabilities:                                
   Accounts Payable          32,902      130,706        52,003
   Taxes Accrued             15,189       34,984       -17,556
      Total Current          48,091      165,690        34,447
      Liabilities                                                    
                                                    
Stockholder's Equity:                               
   Common Stock, $1.00                              
   par value                                                      
      Authorized -                                  
      10,000 shares                                                  
      Outstanding -             100          100           100
      10,000 shares                                                  
   Premium on Common          9,900        9,900         9,900
   Stock                                                          
   Retained Earnings        182,305       71,419       130,264
      Total                 192,305       81,419       140,264
      Stockholder's Equity                                           
                                                    
Total Liabilities and       240,396      247,109       174,711
Equity                                                         



                                                        Exhibit E
                                                      Page 3 of 4

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

                    STATEMENTS OF CASH FLOWS
                           (UNAUDITED)


                              For the Three Months Ended                    
                                        March 31,                  
                        
                                    1995          1994
Net Cash Flow from Operating                 
Activities:                                              
  Net Income                        52,042        16,019
                                             
                                             
  Change in Assets and                       
Liabilities                                              
   (Increase) Decrease in:                   
     Accounts Receivable            54,405        64,375
     Unbilled and Accrued            6,197       -12,745
     Revenue                                                  
     Deferred Debits                 1,405       -17,561
   Increase (Decrease) in:                   
     Accounts Payable              -19,101         2,013
     Taxes Accrued                  32,744        10,079
Net Cash Provided by Operating     127,692        62,180
Activities                                               
                                             
                                             
Net Increase in Cash               127,692        62,180
Cash at beginning of year           98,715         4,376
Cash at March 31,                  226,407        66,556





                                                        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                        
                                    March 31,                      
                        
                               1995          1994
                                         
Retained Earnings,             130,264        55,400
Beginning of Period                                  
                                         
Net Income                      52,041        16,019
                                         
Retained Earnings, End of      182,305        71,419
Period