File No. 70-9053

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

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                          PRE-EFFECTIVE AMENDMENT NO. 1
                                     TO THE
                                    FORM U-1
                           APPLICATION AND DECLARATION
                                    UNDER THE
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

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                               UNITIL CORPORATION
                            CONCORD ELECTRIC COMPANY
                        EXETER & HAMPTON ELECTRIC COMPANY
                    FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
                               UNITIL POWER CORP.
                               UNITIL REALTY CORP.
                             UNITIL RESOURCES, INC.
                              UNITIL SERVICE CORP.
                               6 Liberty Lane West
                          Hampton, New Hampshire 03842
              -----------------------------------------------------

                   (Name of company filing this statement and
                     address of principal executive offices)

                               UNITIL CORPORATION
                               6 Liberty Lane West
                          Hampton, New Hampshire 03842
              -----------------------------------------------------

                         (Name of top registered holding
                 company parent of each applicant or declarant)

                                  Gail A. Siart
                             Chief Financial Officer
                               UNITIL CORPORATION
                               6 Liberty Lane West
                          Hampton, New Hampshire 03842
              -----------------------------------------------------

                     (Name and address of agent for service)

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

                              William S. Lamb, Esq.
                    LeBoeuf, Lamb, Greene, and MacRae, L.L.P.
                              125 West 55th Street
                         New York, New York 10019 - 5389



ITEM 1.       DESCRIPTION OF PROPOSED TRANSACTIONS

     Unitil Corporation ("UNITIL"), a New Hampshire corporation 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") (the "Subsidiaries" and
together with UNITIL the "Applicants") hereby submit this Amendment No. 1 to the
application-declaration  on Form U-1 with the Securities and Exchange Commission
(the  "Commission")  for  authorization  and approval under Sections 6(a) and 7,
9(a), 10 and 12(b) of the Act and Rules 43 and 45 thereunder with respect to the
following transactions:

              (a)  short-term  borrowing  by UNITIL  through  June 30, 2000 on a
              revolving  basis under current and proposed  unsecured  facilities
              from certain banks up to an aggregate  amount of $25 million for a
              period of time through June 30, 2000;

              (b) short-term borrowings by Fitchburg through June 30, 2000
              pursuant to formal or informal credit lines up to $12,000,000; and

              (c) in connection  with the continued use of the system money pool
              ("Money Pool") by the Applicants, pursuant to the Cash Pooling and
              Loan  Agreement   ("Pooling   Agreement")  among  UNITIL  and  the
              Subsidiaries  dated as of February 1, 1985,  as amended  (attached
              hereto as  Exhibit  B-1),(i)  for  Fitchburg  to make loans to the
              Subsidiaries  and incur  borrowings from the Applicants,  and (ii)
              for the Applicants to make loans to Fitchburg, both through
	      June 30, 2000.

     By order dated July 11, 1995 the  Applicants  are  currently  authorized to
make  unsecured  short-term  borrowings  and to operate under the Money Pool, as
more  fully  described  in the joint  application-declaration  on Form  U-1,  as
amended,  in File No. 70-8623,  and the Commission's  order with respect thereto
(HCAR No. 26328). Pursuant to Rule 52, the continued operation of the Money Pool
does not require further Commission approval.

     Neither  UNITIL  nor  any  subsidiary  thereof  presently  has,  or  as  a
consequence  of the proposed  transaction will have, an  interest in any 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.

         A.       Bank Borrowing by UNITIL

     In this  application-declaration,  UNITIL seeks to extend the authorization
through  June 30,  2000  for its  short-term  bank  borrowing  arrangements,  as
described herein.

     As of March 31,  1997,  UNITIL  had three  unsecured  lines of  credit:  an
$8,000,000  unsecured line of credit from the Bank of Boston (attached hereto as
Exhibit  B-2);  an  $8,000,000  unsecured  line of credit  from Fleet Bank - New
Hampshire  (attached hereto as Exhibit B-3); and a $2,000,000  unsecured line of
credit with State  Street  Bank and Trust  Company  (attached  hereto as Exhibit
B-4).

o    The  $8,000,000  unsecured  line of credit  from the Bank of Boston is
     available to UNITIL through July 31,1997.  Borrowings will bear an interest
     rate  which at all  times  shall  be the  greater  of the rate of  interest
     announced  publicly by Bank of Boston as the bank's  corporate base rate or
     50 basis points above the daily federal funds  effective  rate published by
     the Federal Reserve Bank of New York.  Except in unusual  circumstances the
     bank's  corporate  base rate would apply.  In addition to the line, and for
     the same period  ending July 31,  1997,  the Bank of Boston has approved an
     informal  money  market  lending   arrangement   for  UNITIL.   Under  this
     arrangement  the Bank of Boston will  entertain  money market loan requests
     for minimum amounts of $500,000 at money market rates fixed for a period of
     up to 60 days. At no time may the combination of borrowings  under the line
     and  money  market  loans  exceed  $8,000,000.  In  consideration  for  the
     availability  of the line of credit,  the Bank of Boston  will  charge on a
     quarterly in arrears  basis,  a fee in lieu of balances  equivalent to 37.5
     basis points times the line amount. The line of credit is available subject
     to the Bank of Boston's continued satisfaction with the financial condition
     of  UNITIL  and to no  substantive  changes  in  monetary  or  governmental
     regulations.

o    The  $8,000,000  unsecured line of credit from Fleet Bank is available
     to UNITIL through July 31, 1997. The interest rate for borrowing  under the
     facility is the lower of rates quoted to UNITIL as: 1) the bank's corporate
     base rate as  established by Fleet from time to time; or the bank's 1 month
     reserve-adjusted  Eurodollar  rate plus 30 basis  points;  or, money market
     rates that the bank may quote from time to time in its sole discretion. The
     compensation  for  extending  the  facility  is an  administration  fee  of
     $250.00,  plus a fee equal to 25 basis points times the first $2,000,000 of
     the line amount,  payable  quarterly in arrears.  This line is available to
     UNITIL  subject to the bank's  continued  satisfaction  with the  financial
     condition of UNITIL and its subsidiaries  and to no substantive  changes in
     monetary or governmental regulations.

o    The  $2,000,000  unsecured  line of credit with State  Street Bank and
     Trust  Company is  available to UNITIL  through June 30, 1997.  At UNITIL's
     option,  borrowings  under the line bear interest at a rate per annum equal
     to: 1) the bank's prime rate;  or, 2) rates quoted to UNITIL at fixed rates
     of  interest  at which the Bank is willing to make  money  market  loans in
     amounts  and  interest  rate  periods  requested  by  UNITIL.   Under  this
     arrangement, the prime rate is defined as the rate of interest announced by
     the Bank of Boston,  Massachusetts  from time to time as its "Prime  Rate".
     Money market loans may be requested for interest  periods of up to 90 days.
     As compensation for this  arrangement  UNITIL pays a fee of 25 basis points
     times the full  amount of the  facility.  The fee is payable  quarterly  in
     arrears.  This line is available to UNITIL subject to the bank's  continued
     satisfaction  with the financial  condition of UNITIL and its  subsidiaries
     and to no substantive changes in monetary or governmental regulations.

     The term "corporate base rate", as used in the above discussion of UNITIL's
short-term bank borrowing  facilities,  is synonymous with the prime rate, which
is  announced  publicly by the banks as the rate charged on loans to the largest
and most  creditworthy  business firms. The term "money market rate" refers to a
market  based rate which is made  available by the banks on an offering or "when
available" basis.  Money market rates are offered by the banks, at a given point
in  time,  and will  vary  depending  on a  number  of  factors  including:  the
availability  of  bank  funds,   the  bank's  internal  cost  of  funding,   the
creditworthiness of the borrower, the term of the loan, the size of the loan and
the degree of  competition  among the banks in a market.  The money  market rate
offered  by a bank is  normally  a lower  rate  with  more  favorable  terms and
conditions  than its corporate base rate.  Under its  short-term  bank borrowing
facilities,  UNITIL borrows at its banks' money market rates when such rates are
available and more favorable than corporate base rates.  Any borrowings at money
market rates, under current facilities and facilities proposed below, do not and
will not exceed the prime rate for unsecured loans by the same bank.

     UNITIL  proposes  to issue  short-term  notes  pursuant  to both formal and
informal lines of credit with lending  institutions.  UNITIL's current borrowing
agreements,  described  above and  attached  as  Exhibits  B-2,  B-3 and B-4 are
typical  of the  forms  of  short-term  notes  proposed  to be used  by  UNITIL.
Short-term  unsecured  promissory notes will be issued by UNITIL to a particular
lending  institution  prior to the first borrowing  under that promissory  note.
Borrowings will be evidenced on a "grid" schedule,  in the form attached to each
promissory  note and will be recorded the day that the request for  borrowing is
made. The bank holding the respective  promissory notes will maintain the record
of borrowings and repayments  without the necessity of issuing additional notes.
UNITIL  anticipates  that the  promissory  notes  used may vary  from the  forms
described above to reflect  customary terms or particular  lending practices and
policies of different lending institutions,  but otherwise will be substantially
similar.

     UNITIL's present and proposed short-term  borrowing  arrangements  provide,
and will provide,  for  borrowings at the so-called  "base" or "prime" rates and
are subject to prepayment at the  borrower's  option.  The borrowing  rate shall
change as the base rate  changes.  In  addition,  short-term  notes may  provide
informal  borrowings at  "sub-prime"  or "money  market" rates which may be made
available  under each  credit line  arrangement.  Money  market  rates are fixed
rates. Under UNITIL's current short-term  borrowing  arrangements,  money market
rate  borrowings  are not subject to  prepayment.  Money market rate  borrowings
under the proposed facilities may or may not be subject to prepayment.

     Borrowings under the proposed credit agreements will not exceed the shorter
of the term of the particular  line of credit or nine months.  Short-term  notes
issued on a  transactional  basis,  will be dated as of the date of issue,  will
have a maximum  term of nine months and will bear  interest at the base or money
market rate, described above.

     UNITIL  requests  authority to obtain 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.  UNITIL may change its credit line  arrangements  and obtain  additional
formal or informal  credit lines over time. The continued  availability  of such
credit lines is subject to the continued review of the lending institutions.

     In  addition,  UNITIL  requests  authority  to  renew  and  extend  current
short-term  borrowings  under  the  existing  and  proposed  facilities  as such
borrowings  mature,  to refund such short-term  borrowings  with other,  similar
short-term borrowings,  to repay such short-term borrowings or to increase their
amount from time to time up to an aggregate  amount of $25 million,  the maximum
limit approved by the UNITIL Board of Directors  (see  Attachment  B-6).  UNITIL
requests  that the authority to undertake  new  short-term  borrowing be granted
through June 30, 2000.

     UNITIL expects 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, and (iv) other general purposes.

         B.       Short-Term Borrowing by Fitchburg

     Fitchburg  requests  that  it be  authorized  by the  Commission  to  incur
short-term borrowings from  banks and  the Money  Pool in an aggregate principal
amount at any one time outstanding not to exceed $12,000,000, which is within 
the maximum limit approved by its Board of  Directors  (see  Attachment B-5).

     It is anticipated that all short-term  borrowings by Fitchburg will be made
pursuant to the Pooling Agreement.  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  $12,000,000  through the Pooling  Agreement and through direct
borrowings from commercial banks.

     Fitchburg will use the proceeds from its short-term  borrowing primarily to
meet working capital  requirements and provide interim financing for its utility
construction  expenditures.  In  addition  to  construction  and other  physical
improvements, the funds will be used for normal debt and preferred stock sinking
fund redemptions.

     Any short-term borrowing from commercial banks undertaken by Fitchburg will
be under terms and conditions  substantially similar to the terms and conditions
of the current short-term borrowing agreements between UNITIL and its commercial
banks described above in Section A. Fitchburg proposes to issue short-term notes
pursuant to both formal and informal lines of credit with lending  institutions.
Short-term  promissory  notes are expected to be issued to a particular  lending
institution  prior to the first  borrowing  under that promissory note from that
lender. Borrowings will be evidenced on a so called "grid" schedule, in the form
attached to each  promissory  note and will be recorded the day that the request
for borrowing is made.  The bank holding the  respective  promissory  notes will
maintain  the record of  borrowings  and  repayments  without the  necessity  of
issuing additional notes.  Fitchburg  anticipates that the promissory notes used
may vary from the forms described above to reflect customary terms or particular
lending practices and policies of different lending institutions,  but otherwise
will be substantially similar.

     Short-term  borrowing  arrangements  will  provide  for  borrowings  at the
so-called  "base" or  "prime"  rates and will be subject  to  prepayment  at the
borrower's option. In addition, short-term notes may provide informal borrowings
at "alternate  base rates"  "sub-prime"  or "money market" rates which are to be
made  available  under the line of credit  arrangements.  Money market rates are
fixed rate loans and may or may not be subject to  prepayment.  Any borrowing at
money market rates will be at a rate not to exceed the prime rate for  unsecured
loans by the same bank.

     Borrowings under these credit agreements will not exceed the shorter of the
term of the particular line of credit or nine months. Short-term notes issues on
a transactional basis will be dated as of the date of issue, will have a maximum
term of nine  months and will bear  interest  at the base or money  market  rate
described above.

     Fitchburg  requests  authority  to secure both formal and  informal  credit
lines with a number of lending institutions.  Formal credit lines 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 to  exceed  50  basis  points  times  the  total  line of  credit.  The
Subsidiaries  may change their credit line  arrangements  and obtain  additional
formal or informal credit lines over time.

     UNITIL and the Subsidiaries will continue to file reports on the short-term
borrowings and money pool transactions on a quarterly basis within 30 days after
the end of each calendar quarter, and  shall contain  for each company:  (a) the
maximum principal amount of short-term borrowings outstanding, (b) the average 
interest rate for the Money Pool borrowings over the period and (c) the maximum
amount outstanding during the period for each source of outside borrowings.  Pro
Forma  Balance Sheets and  Income Statements  for UNITIL and  Fitchburg giving
effect to requested maximum borrowings are attached.

         C.       Cash Pooling and Loan Agreement

     All the Applicants currently  participate in the Money Pool pursuant to the
Pooling  Agreement among UNITIL and the  Subsidiaries,  attached as Exhibit B-1.
The Pooling Agreement allows UNITIL and the Subsidiaries to invest their surplus
funds and the  Subsidiaries  to obtain  advances  (i.e.,  borrow funds) from the
System's Money Pool.  UNITIL Service  administers  the Money Pool for UNITIL and
the  Subsidiaries  on an "at  cost  basis".  This  arrangement  is used to : (1)
provide the  Subsidiaries  with funds  supplied  internally  by UNITIL and other
Subsidiaries  (i.e.,  surplus  funds)  and from  external  sources  (i.e.,  bank
borrowings), as described below; and (ii) invest surplus funds of UNITIL and the
Subsidiaries in various short-term money market instruments.

     The Money Pool offers  several  advantages to UNITIL and the  Subsidiaries,
including:  lower  overall  short-term  borrowing  costs;  a mechanism  for each
Subsidiary  to earn a higher  return  on  interest  from  surplus  funds;  and a
decreased  reliance on  external  funding  sources.  Lower  borrowing  costs are
derived  from the  elimination  of the  additional  banking  fees that  would be
required if each  Subsidiary  had to maintain its own lines of credit and borrow
on its own,  and from  reduction  in the  short-term  cost of money when  UNITIL
borrows,  in the aggregate,  on behalf of the  Subsidiaries,  as opposed to each
Subsidiary  borrowing  on its own.  In  addition,  the  Money  Pool  provides  a
mechanism for each Subsidiary to earn short-term  interest on surplus funds that
are loaned to other  Subsidiaries,  at a rate normally  charged by UNITIL's lead
bank instead of at the prevailing short-term investment rate. Overall, the Money
Pool arrangement allows UNITIL and the Subsidiaries to effectively  maximize the
use of  internally  generated  funds and,  thereby,  decrease  the  reliance  on
external funding sources.

     In connection  with the  continued use of the Money Pool by the  Applicants
through  June  30,  1999,   Fitchburg  seeks  approval  to  make  loans  to  the
Subsidiaries and incur  borrowings from the Applicants,  and the Applicants seek
approval to make loans to Fitchburg.

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


ITEM 3.       APPLICABLE STATUTORY PROVISIONS

     Sections  6(b),  7,  9(a)  and  12(b)  of  the  Act,  and  Rules  43 and 45
thereunder, are directly applicable to this application and declaration.

         A.       Bank Lines of Credit

     Each of UNITIL's and its  Subsidiaries  bank  facilities is for a period of
less than nine months. However, UNITIL's borrowing has in the past exceeded, and
will in the future, it is anticipated, exceed, the 5% threshold required for the
exemption from the requirement of Commission  approval  provided by Section 6(b)
of the  Act.  Accordingly,  UNITIL  requests  that  the  Commission  allow  this
declaration  to become  effective  under Section 7 with respect to the borrowing
limit  authorized  by UNITIL  Board of  Directors  as  discussed in section 1.A.
UNITIL  believes  this  approval  is  vital  to  the  interest  of  UNITIL,  its
subsidiaries  and its  customers  in  order to give  the  financial  flexibility
necessary to meet the capital  construction and working capital  requirements of
UNITIL and its  subsidiaries,  and to allow the UNITIL  system to  optimize  any
future  financing(s)  to permit UNITIL and its  subsidiaries  to obtain the best
terms and conditions,  while increasing  competition among potential lenders for
such financing(s).

         B.       Short-Term Borrowing by Fitchburg

     Fitchburg  requests that this  declaration  be allowed to become  effective
under Section 7 of the Act with respect to the borrowing limit discussed in Item
1.B. above.

         C.       Cash Pooling and Loan Agreement

     Fitchburg  requests  under  Sections 6(a), 7, 9(a), 10 and 12(b) of the Act
and  Rules  43 and 45  thereunder  that  it be  allowed  to  make  loans  to the
Subsidiaries  and incur borrowings from the Applicants under the Money Pool. The
Applicants  request  under  Sections  6(a), 7, 9(a), 10 and 12(b) of the Act and
Rules 43 and 45 thereunder  authority to make loans to Fitchburg under the Money
Pool.

ITEM 4.       REGULATORY APPROVALS

     No state or federal  commission  other  than the  Securities  and  Exchange
Commission has jurisdiction  with  respect to any of the  proposed transactions.

ITEM 5.       PROCEDURE

     On June 10, 1997, the Commission  issued the requisite notice under Rule 23
with respect to the filing of this application-declaration.

     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                                         Reference*
- - -----------------  -------------------------------------------------------------  -------------------------------
B-1                Cash Pooling and Loan Agreement, as                            Exhibit A-1 in File No.
                   amended                                                        70-8066 and Exhibit
                                                                                  A-2 in File No.
                                                                                  70-8623

B-2                Line of Credit and Promissory Note from the                    Previously filed
                   Bank of Boston

B-3                Line of Credit and Promissory Note from Fleet                  Previously filed
                   Bank New Hampshire

B-4                Line of Credit and Promissory Note from State                  Previously filed
                   Street Bank and Trust Company

B-5                Resolutions of Fitchburg Board of Directors  Exhibit A-4
                   to Form authorizing  short-term  borrowing limits U-1 in
                   File No. 70-8066

B-6                Resolutions of Unitil Board of Directors                       Previously filed
                   authorizing short-term borrowing limits

D-1                New Hampshire Public Utilities Commission                      Exhibit D-3 to Form
                   Order No. 18,416                                               U-1 in File No.
                                                                                  70-8066

D-2                New Hampshire Public Utilities Commission                      Exhibit D-4 to Form
                   Order No. 17,373                                               U-1 in File No.
                                                                                  70-8066

D-3                Massachusetts Department of Public Utilities                   Exhibit D-5 to Form
                   Order No. MDPU 89-66                                           U-1 in File No.
                                                                                  70-8066

F-1                Opinion of Counsel                                             Filed herewith

F-2                "Past Tense" Opinion of Counsel                                To be filed by amendment

G-1                Financial Data Schedules                                       Previously filed

H-1                Proposed Form of Public Notice                                 Previously filed

I-1                Pro Forma Balance Sheets and Income                            Previously filed
                   Statements  for UNITIL and  Fitchburg  giving  effect to
                   requested  maximum  borrowings  under  Board  authorized
                   borrowing limits
* The Exhibits referred to in this column by specific designations and dates have heretofore been filed with the Securities and Exchange Commission under such designations and are hereby incorporated by reference. b) Financial Statements (1) Unitil Corporation and Subsidiary Companies Consolidated Actual and Pro Forma Balance Sheet and Statement of Earnings, March 31, 1997 (Previously filed) (2) Unitil Corporation (Company only) Actual and Pro Forma Balance Sheet and Statement of Earnings, March 31, 1997 (Previously filed) (3) Fitchburg Actual and Pro Forma Balance Sheet and Statement of Earnings, March 31, 1997 (Previously filed) (4) Concord Balance Sheet and Statement of Earnings, March 31, 1997 (Previously filed) (5) Exeter Balance Sheet and Statement of Earnings, March 31, 1997 (Previously filed) (6) Unitil Power Balance Sheet and Statement of Earnings, March 31, 1997 (Previously filed) (7) Unitil Realty Balance Sheet and Statement of Earnings, March 31, 1997 (Previously filed) (8) Unitil Resources Balance Sheet and Statement of Earnings, March 31, 1997 (Previously filed) (9) Unitil Service Balance Sheet and Statement of Earnings, March 31, 1997 (Previously filed) ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS None of the matters that are the subject of this application and declaration involve a "major federal action" nor do they "significantly effect 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 transactions that are subject of this application will result in changes in the operation of the company that will have an impact on the environment. The company is not aware of any federal agency which has prepared or is preparing an environmental impact statement with respect to the transactions which are the subject of this application. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this amendment to be signed on their behalf by the undersigned thereunto duly authorized. UNITIL CORPORATION By: /s/ Gail A. Siart Chief Financial Officer CONCORD ELECTRIC COMPANY EXETER & HAMPTON ELECTRIC COMPANY FITCHBURG GAS AND ELECTRIC LIGHT COMPANY UNITIL POWER CORP. UNITIL REALTY CORP. UNITIL SERVICE CORP. By: /s/ Mark H. Collin Treasurer UNITIL RESOURCES, INC By: /s/ George R. Gantz President Date: June 25, 1997
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                               260 Franklin Street
                                Boston, MA 02110






                                                   June 25, 1997



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

Gentlemen:

     This opinion is furnished to the  Securities and Exchange  Commission  (the
"Commission")  in  connection  with  the  filing  with  the  Commission  of  the
Application/Declaration  on Form U-1 (File 70-9053) of Unitil  Corporation  (the
"Company"),  a New Hampshire corporation and a registered public utility holding
company,  and its  subsidiaries,  Concord  Electric  Company,  Exeter &  Hampton
Electric  Company,  UNITIL Power Corp.,  UNITIL Realty Corp.,  UNITIL Resources,
Inc. and UNITIL Service Corp., each of which is a New Hampshire corporation, and
its  subsidiary  Fitchburg  Gas and  Electric  Light  Company  ("Fitchburg"),  a
Massachusetts  corporation  (collectively,  the Company and its subsidiaries are
referred to as the "Applicants") under the Public Utility Holding Company Act of
1935 (the  "Application").  The Application relates to the request by UNITIL and
Fitchburg  for  authorization  for  short-term  borrowings,  to the  request  by
Fitchburg  for  authorization  to incur  short-term  borrowings  from the  other
Applicants, and to the request by the other Applicants for authorization to lend
funds to Fitchburg  under the UNITIL  system's  Cash Pooling and Loan  Agreement
(the "Money Pool").

     We have examined  originals,  or copies certified to our  satisfaction,  of
such corporate  records of the  Applicants,  certificates  of public  officials,
certificates  of  officers  and  representatives  of the  Applicants  and  other
documents  as we have deemed it necessary to require as a basis for the opinions
hereinafter expressed.  In such examination,  we have assumed the genuineness of
all signatures,  the authenticity of all documents  submitted to us as originals
and the conformity to the original documents of all documents submitted to us as
copies.  As to any facts material to our opinion,  we have,  when relevant facts
were  not  independently  established,  relied  upon the  aforesaid  agreements,
instruments,  certificates  and  documents.  In addition,  we have examined such
questions of law as we considered  necessary or  appropriate  for the purpose of
rendering this opinion.

     Based on the foregoing,  and subject to the final paragraph  hereof, we are
of the opinion that when the  Commission  has taken the action  requested in the
Application:

         (1)      All state laws applicable to the transactions described
                  in the Application have been complied with;

         (2)      The Company is validly  organized and duly existing  under the
                  laws of the State of New  Hampshire  and  Fitchburg is validly
                  organized and duly existing under the laws of the Commonwealth
                  of Massachusetts.

         (3)      The notes to be issued to banks by  UNITIL  and  Fitchburg  in
                  accordance with the Application will each be valid and binding
                  obligations  of  such  Applicants  in  accordance  with  their
                  respective terms.

         (4)      The consummation of the proposed transactions will not violate
                  the legal  rights of the holders of any  securities  issued by
                  UNITIL or Fitchburg.

     The opinions  expressed  above in respect of the approval of the short-term
borrowings  and the Money Pool described in the  Declaration  are subject to the
following assumptions or conditions:

              a.       The  Securities  and Exchange  Commission  shall have
                       duly entered an appropriate  order or orders granting
                       and  permitting the  Application to become  effective
                       with  respect to the  short-term  borrowings  and the
                       Money Pool described therein.

              b.       No act or event other than as described  herein shall
                       have  occurred  subsequent  to the date hereof  which
                       would change the opinions expressed above.

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
Application.

     We are not,  in this  opinion,  opining  on laws other than the laws of the
State of New Hampshire,  the Commonwealth of Massachusetts  and the federal laws
of the United States.


                                      Very truly yours,

                                      /s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.

                                      LeBoeuf, Lamb, Greene & MacRae, L.L.P.