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.






                          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 20, 1996







                                                     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) Management and
Administrative Services.  Unitil Resources provided
transition-related management and administrative services to
GBP during the first quarter of 1996, in a variety of
functional areas including accounting,  finance, and general
management. These services relate to the conclusion on
December 31, 1995 of  the Management and Administrative
Services Agreement between GBP and Unitil Corporation, dated
November 23, 1994, and the transfer to GBP of activities which
were being handled by Unitil Resources under the concluded
contract.  Charges to GBP totalled $15,785 in the first
quarter of 1996. 

B. 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 first quarter of 1996 included
regulatory, finance, accounting, and administrative services
and ranged in number from sixteen to forty 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 1996:

     January             0.40%
     February            0.20%
     March               0.10%






                                        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,              
                                   1996        1995
                                     
Revenues                          $15,785    $212,136
                                     
Operating Expenses:                  
   Administrative and General      13,282     127,350
      Total Operating Expenses     13,282     127,350

Operating Income                    2,503      84,786
                                     
Nonoperating Income                 5,200           0
                                      
Earning Before Income Taxes         7,703      84,786
Income Taxes:                        
   Current Federal                  2,436      26,809
   Current State                      539       5,935
      Total Income Taxes            2,975      32,744
                                     
Net Income                         $4,728     $52,042


                                                     Exhibit E
                                                   Page 2 of 4

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

                        BALANCE SHEETS
                         (UNAUDITED)

                                       March 31             December 31
ASSETS:                           1996           1995           1995
                                                  
Current Assets:                                   
   Cash                           $369,987       $226,407       $411,781
   Accounts Receivable                 --          11,160            258
   Unbilled and Accrued Revenue        358          2,751          4,181
      Total Current Assets         370,345        240,318        416,220
                                                  
Deferred Debits                        --              78            --  
                                                  
Total Assets                      $370,345       $240,396       $416,220
                                                  
LIABILITIES AND                                   
  STOCKHOLDERS EQUITY:                            
                                                  
Current Liabilities:                              
   Accounts Payable                   $757        $32,902        $50,862
   Taxes Accrued & Other            21,164         15,189         21,663
      Total Current Liabilities     21,921         48,091         72,525
                                                  
Stockholder's Equity:                             
   Common Stock, $1.00 par value
    Authorized - 10,000 shares
    Outstanding - 10,000 shares        100            100            100
   Premium on Common Stock           9,900          9,900          9,900
   Retained Earnings               338,424        182,305        333,695
    Total Stockholder's Equity     348,424        192,305        343,695
                                                  
Total Liabilities and Equity      $370,345       $240,396       $416,220




                                                     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,
                                              1996         1995
Net Cash Flow from Operating Activities:
  Net Income                                $4,728       $52,042
                                                  
  Change in Assets and Liabilities                
   (Increase) Decrease in:                        
     Accounts Receivable                       258        54,405
     Unbilled and Accrued Revenue            3,823         6,197
     Deferred Debits                             0         1,405
   Increase (Decrease) in:                        
     Accounts Payable                      (50,105)      (19,101)
     Taxes Accrued & Other                    (498)       32,744
Net Cash Provided
by Operating Activities                    (41,794)      127,692
                                                  
Net Increase in Cash                       (41,794)      127,692
Cash at beginning of year                  411,781        98,715
Cash at December 31,                      $369,987      $226,407





                                                     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,
                                            1996         1995
                                                  
Retained Earnings, Beginning of Period      $333,696     $130,263
                                                  
Net Income                                     4,728       52,042
                                                  
Retained Earnings, End of Period            $338,424     $182,305