FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended       June 30, 1998       


Commission File Number   1-8858  

            Unitil Corporation           
 (Exact name of registrant as specified in its charter)


       New Hampshire                                      02-0381573     
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)


6 Liberty Lane West, Hampton, New Hampshire               03842             
(Address of principal executive office)                   (Zip Code)


(603) 772-0775          
(Registrant's telephone number, including area code)


                    NONE                    
(Former name, former address and former fiscal year, if changed since last
report.)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.


 Yes  X   No    


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Class                                  Outstanding at  August 1, 1998
Common Stock, No par value             4,503,420  Shares

UNITIL CORPORATION AND SUBSIDIARY COMPANIES


INDEX


Part I. Financial Information                                  Page No.


Consolidated Statements of Earnings - Three and Six
        Months Ended June 30, 1998 and 1997                         3

Consolidated Balance Sheets, June 30, 1998,
        June 30, 1997 and December 31, 1997                       4-5

Consolidated Statements of Cash Flows - Six Months
        Ended June 30, 1998 and 1997                                6

Notes to Consolidated Financial Statements                        7-8

Management's Discussion and Analysis of Results of
        Operations and Financial Condition                       9-12

Exhibit 11 - Computation of Earnings per Average
        Common Share Outstanding                                   13

Part II.  Other Information                                        14


PART 1. FINANCIAL INFORMATION

UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF EARNINGS
(000's except common shares and per share data)
(UNAUDITED)

                            Three Months Ended      Six Months Ended
                                 June 30,               June 30,
                                     1998     1997       1998         1997
Operating Revenues:							
 Electric                          $38,200   $36,899    $75,859     $74,958 
 Gas                                 3,335     3,702      9,661      10,968 
 Other                                   7        13         15          21 
  Total Operating Revenues          41,542    40,614     85,535      85,947 
Operating Expenses:                                                
 Fuel and Purchased Power           25,645    24,644     50,787      50,116 
 Gas Purchased for Resale            2,044     2,228      5,639       6,594 
 Operating and Maintenance           6,124     5,901     11,754      11,548 
 Depreciation                        2,571     2,223      4,901       4,526 
 Provisions for Taxes:							
   Local Property and Other          1,430     1,353      2,837       2,724 
   Federal and State Income            519       834      1,889       2,392 
      Total Operating Expenses      38,333    37,183     77,807      77,900 
Operating Income                     3,209     3,431      7,728       8,047 
    Non-Operating Expense (Income)      27        11         71          17 
Income Before Interest Expense       3,182     3,420      7,657       8,030 
   Interest Expense, Net             1,704     1,765      3,557       3,460 
Net Income                           1,478     1,655      4,100       4,570 
   Less Dividends on Preferred Stock    69        69        138         138 
Net Income Applicable to
    Common Stock                    $1,409    $1,586     $3,962      $4,432
							
Average Common Shares
Outstanding                      4,496,758 4,404,558  4,487,546   4,397,062
							
Basic Earnings Per Share             $0.31     $0.36      $0.88       $1.01 
							
Diluted Earnings Per Share           $0.30     $0.35      $0.86       $0.98 
                                                   
Dividends Declared Per Share							
   of Common Stock (Note 1)          $0.34    $0.335      $1.02      $1.005 







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

UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS (000'S)


                                     (UNAUDITED)              (AUDITED)
                                       June 30,              December 31,
                                   1998         1997             1997
ASSETS:					
					
Utility Plant:					
  Electric                      $170,583      $161,688         $166,636 
  Gas                             30,942        29,135           30,473 
  Common                          20,003        19,220           19,689 
  Construction Work in Progress    3,570         2,902            2,677 
Total Utility Plant              225,098       212,945          219,475 
 Less:  Accumulated Depreciation  71,345        66,827           68,360 
Net Utility Plant                153,753       146,118          151,115 
					
Other Property & Investments          42            42               42 
					
					
					
					
Current  Assets: 					
  Cash                             3,415         2,752            2,337 
  Accounts Receivable -
       Less Allowance for
       Doubtful Accounts of
       $682, $721 and $653        15,363        15,694           16,890
  Materials and Supplies           2,695         2,278            2,663 
  Prepayments                        648           703              434 
  Accrued Revenue                  4,257         6,172            6,796 
      Total Current Assets        26,378        27,599           29,120 
					
					
					
Deferred Assets:					
  Debt Issuance Costs                886           800              918 
  Cost of Abandoned Properties    23,054        24,676           23,885 
  Prepaid Pension Costs            8,363         7,731            8,120 
  Other Deferred Assets           25,526        24,365           24,777 
      Total Deferred Assets       57,829        57,572           57,700 
					
TOTAL                           $238,002      $231,331         $237,977 





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

UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS (Cont.) (000's)



                                       UNAUDITED)              (AUDITED)
                                         June 30,             December 31,
                                    1998          1997            1997
CAPITALIZATION AND LIABILITIES:					
					
Capitalization:					
					
Common Stock Equity               $71,881        $68,756        $71,644 
Preferred Stock,
   Non-Redeemable, Non-Cumulative     225            225            225
Preferred Stock,  Redeemable,
   Cumulative                       3,618          3,666          3,666
Long-Term Debt,
   Less Current Portion            60,729         65,400         63,896
      Total Capitalization        136,453        138,047        139,431 
					
Capitalized Leases,
   Less Current Portion             4,418          4,492          4,733
					
Current Liabilities:					
  Long-Term Debt,
      Current Portion               4,539          4,273          4,470
  Capitalized Leases,
      Current Portion               1,054            923            883
  Accounts Payable                 15,713         16,091         14,734 
  Short-Term Debt                  18,000          9,625         18,000 
  Dividends Declared and Payable    1,752          1,673            212 
  Refundable Customer Deposits      1,556          2,474          2,187 
  Taxes (Refundable) Payable          (73)          (132)          (554)
  Interest Payable                  1,030          1,086          1,087 
  Other Current Liabilities         3,132          2,566          2,635 
      Total Current Liabilities    46,703         38,579         43,654 
					
Deferred Liabilities:					    
  Investment Tax Credits            1,248          1,522          1,437 
  Other Deferred Liabilities        8,470          8,128          7,864 
    Total Deferred Liabilities      9,718          9,650          9,301 
					
Deferred Income Taxes              40,710         40,563         40,858 
					
TOTAL                            $238,002       $231,331       $237,977 



(The accompanying notes are an integral part of these statements.)
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (000'S)
(UNAUDITED)



                                             Six Months Ended June 30,        
                                                1998            1997
Net Cash Flow from Operating Activities:			
  Net Income                                   $4,100          $4,570 
  Adjustments to Reconcile Net Income
  to Net Cash Provided by Operating Activities:            
     Depreciation and Amortization              4,901           4,526 
     Deferred Taxes                               (33)            187 
     Amortization of Investment Tax Credit       (190)           (87)
     Provision of Doubtful Accounts               363             416 
     Amortization of Debt Issuance Costs           32              28 
  Changes in Assets and Liabilities:			
   (Increase) Decrease in:			
     Accounts Receivable                        1,164             273 
     Materials and Supplies                       (32)            201 
     Prepayments and Prepaid Pension             (457)           (605)
     Accrued Revenue                            2,539           2,687
   Increase (Decrease) in:   
     Accounts Payable                             979             987 
     Refundable Customer Deposits                (631)            889 
     Taxes and Interest Accrued                   424            (383)
     Other, Net                                  (308)           (911)
       Net Cash Provided by
               Operating Activities            12,851          12,778
Net Cash Flows from  Investing Activities:	 		 
     Acquisition of Property,
                Plant and Equip.               (6,213)         (5,863)
       Net Cash Used in Investing Activities   (6,213)         (5,863)
Cash Flows from Financing Activities:			
     Net Decrease in Short-Term Debt             --           (11,775)
     Proceeds from Long-Term Debt                --             7,500 
     Repayments of Long-Term Debt              (3,098)            (39)
     Dividends Paid                            (3,176)         (3,066)
     Issuance of Common Stock                     905             573 
     Retirement of Preferred Stock                (47)            --    
     Repayment of  Capital Lease Obligations     (144)           (259)
          Net  Cash Flows from
                 Financing Activities          (5,560)         (7,066)
Net  Increase (Decrease) in Cash                1,078            (151)
Cash at Beginning of  Year                      2,337           2,903 
Cash at June 30,                               $3,415          $2,752 
Supplemental Cash Flow Information:			
  Cash Paid for:			
    Interest Paid                              $3,650          $3,800 
    Federal Income Taxes Paid                  $1,290          $1,960 
    Non-Cash Financing Activities:			
       Capital Leases Incurred                   $365            --       


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

UNITIL CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Note 1.
       
Dividends Declared Per Share:

        Three regular quarterly common stock dividends were declared during
the six month periods ended June 30, 1998 and 1997.
	
Common Stock Dividend:

        On June 18, 1998, the Company's Board of Directors declared its
regular quarterly dividend on the Company's Common Stock of $0.34 per share
which was payable on August 14, 1998 to shareholders of record as of
July 31, 1998.

        On March 5, 1998, the Company's Board of Directors declared its
regular quarterly dividend on the Company's Common Stock of $0.34 per share
which was payable on May 15, 1998 to shareholders of record  as of
May 1, 1998.

        On January 20, 1998, the Company's Board of Directors approved a
1.5% increase to the dividend rate on its common stock.  The new regular
dividend rate of $0.34 per share was payable February 13, 1998 to
shareholders of record as of January 30, 1998.

Note 2.

Common Stock:

        During the second quarter of 1998, the Company sold 12,123 shares of
Common Stock, at an average price of $21.83 per share, in connection with
its Dividend Reinvestment and Stock Purchase Plan,  401(k) plan and Key
Employee Stock Option Plan.  Net proceeds of $264,614 were used to reduce
short-term borrowings.

Note 3.

Preferred Stock:

        Details on preferred stock at June 30, 1998, June 30, 1997 and
December 31, 1997 are shown below: (Amounts in Thousands)
                                           June 30,           December 31,
                                       1998       1997            1997
Preferred Stock:					
  Non-Redeemable, Non-Cumulative,					
    6%, $100 Par Value                 $225       $225            $225
  Redeemable, Cumulative,                             
    $100 Par Value:					
    8.70% Series                        215        215             215
    5% Dividend Series                   91         91              91
    6% Dividend Series                  168        168             168
    8.75% Dividend Series               344        344             344
    8.25% Dividend Series               395        406             406
    5.125% Dividend Series              998      1,035           1,035
    8% Dividend Series                1,407      1,407           1,407
      Total Redeemable
              Preferred Stock         3,618      3,666           3,666
           Total Preferred Stock     $3,843     $3,891          $3,891


Note 4.

Long-term Debt:

        Details on long-term debt at June 30, 1998, June 30, 1997 and
December 31, 1997 are shown below: (Amounts in Thousands)

                                                 June 30,       December 31,
                                              1998      1997        1997
					
Concord Electric Company:					
  First Mortgage Bonds:					
Series C, 6 3/4%, due January 15, 1998         --      $1,520      $1,520
Series H, 9.43%, due September 1, 2003       5,200      5,850       5,200
Series I, 8.49%, due October 14, 2024        6,000      6,000       6,000
					
Exeter & Hampton Electric Company:					
  First Mortgage Bonds:					
Series E, 6 3/4%, due January 15, 1998         --         498         498
Series H, 8.50%, due December 15, 2002         700        805         700
Series J, 9.43%, due September 1, 2003       4,000      4,500       4,000
Series K, 8.49%, due October 14, 2024        9,000      9,000       9,000
					
Fitchburg Gas and Electric Light Company:					
  Promissory Notes:					
8.55% Notes due March 31, 2004              14,000     15,000      15,000
6.75% Notes due November 30, 2023           19,000     19,000      19,000
					
Unitil Realty Corp.					
  Senior Secured Notes:					
8.00% Notes Due August 1, 2017               7,368      7,500       7,448
					
					
Total                                       65,268     69,673      68,366
Less: Installments due within one year       4,539      4,273       4,470
					
Total Long-term Debt                       $60,729    $65,400     $63,896


Note 5.

        In the opinion of the Company, the accompanying unaudited
consolidated financial statements contain all adjustments (consisting only
of normal recurring accruals) necessary to present fairly the consolidated
financial position as of June 30, 1998 and 1997; and results of operations
for the three and six months ended  June 30, 1998 and 1997; and consolidated
statements of cash flows for the six months ended June 30, 1998 and 1997.
Reclassifications of amounts are made periodically to previously issued
financial statements to conform with the current year presentation.

        The results of operations for the six months ended June 30, 1998 and
1997 are not necessarily indicative of the results to be expected for the
full year.


UNITIL CORPORATION AND SUBSIDIARY COMPANIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION

EARNINGS

        The Company earned $0.31 per average common share (basic) for the
second quarter of 1998,  a decrease of $0.05 compared to the $0.36 earned
for the second quarter of 1997.  On a year-to-date basis, basic earnings per
average common share were $0.88 for the six months ended June 30, 1998, a
decrease of $0.13 compared to the $1.01 earned in the first half of 1997.
Earnings decreased approximately $0.08 per share, as a result of lower energy
sales during the mild weather in the first six months of 1998. The remainder
of the decrease in earnings for the six-month period is primarily
attributable to the impact of the restructuring of the electric utility
industry in Massachusetts.

Total Operating Revenues were $41.5 million in the second quarter of 1998,
compared to $40.6 million a year earlier, and $85.5 million in the first six
months of 1998, compared to $85.9 million in the  first six months of 1997.

Despite the mild weather over the first six months of 1998, total electric
kilowatt-hour (kWh) sales increased over the same periods last year, by 2.0%
for the three months ended June 30, and 1.3% for the six months ended June
30 (See table on the next page). This increase in electric energy sales
reflects strong system growth and a robust regional economy. KWh Sales to
our Commercial and Industrial customers were up 4.7% and 2.9%, respectively,
over the second quarter of last year.

Unitil's local  distribution operating companies experienced extremely warm
winter temperatures in their service territories this year,  the warmest in
over 100 years since such data has been kept. Gas firm therm sales, which
are at their high point of the sales cycle during the winter months, were
down 6.2% through the end of the second quarter of 1998 compared to the same
six month period last year.  Gas Revenues were 11.9% lower through the first
six months of 1998, compared to 1997, because of the lower sales volumes and
cost of gas sold.

Electric utility industry restructuring in Massachusetts became effective on
March 1, 1998, ("Choice Date").  On that date Fitchburg Gas and Electric
Light Company, (FG&E), Unitil's Massachusetts subsidiary, implemented open
retail access and all of FG&E's customers gained the right to choose their
electricity supplier. FG&E will continue to deliver electricity to all of
its customers within its distribution system, which remains a regulated
business.  FG&E is Unitil's largest subsidiary. On Choice Date, FG&E's
customers received a 10%  rate discount  under a statewide legislated
mandate.   Fitchburg is also required to divest its electric generating
assets and power contracts.

The second quarter of 1998 marks the first full quarterly reporting period
in which FG&E has been operating under the restructuring rules in
Massachusetts.  The decreases in earnings in the second quarter and
year-to-date caused by Massachusetts restructuring are primarily due to
the 10% rate discount implemented on Choice Date.  Since Choice Date, FG&E
has been authorized to earn a lower return on its generation-related
investments.
 
The increase in Operation and Maintenance expenses compared to last year
reflects higher administrative costs associated with filing and
implementation of FG&E's restructuring plan and energy supply portfolio
divestiture efforts.   Depreciation and Amortization expense is higher in
the current periods due to the accelerated write-off, in 1998, of electric
generating assets in accordance with FG&E's restructuring plan.  These
additional expenses related to industry restructuring in Massachusetts are
partially offset by revenues accrued to be recovered, in the future, upon
divestiture of the energy supply portfolio or through other rate making cost
reconciliation mechanisms including retail access charges.

Higher Operating Expenses are further offset currently by lower income taxes,
due to lower taxable income and higher amortization of flow through
Investment Tax Credits in 1998.

Basic earnings per average common share for the twelve months ended June 30,
1998 and 1997, were $1.68 and $1.88, respectively.


Energy Sales (000's)
                             Three Months Ended         Six Months Ended
KWH Sales              6/30/98  6/30/97  Change   6/30/98   6/60/97   Change
Residential            120,693  122,045   (1.1%)  271,823   273,308    (0.5%)
Commercial              97,996   93,627    4.7%   199,972   195,115     2.5%
Industrial             141,785  137,829    2.9%   280,666   274,066     2.4%
      Total KWH Sales  360,474  353,501    2.0%   752,461   742,489     1.3%

  Total Electric
     Revenues          $38,200  $36,899    3.5%   $75,859   $74,958     1.2%

Firm Therm Sales
Residential              2,497    3,040  (17.9%)    7,989     8,806    (9.3%)
Commercial                 931      912    2.1%     3,196     3,409    (6.2%)
Insustrial               1,267    1,222    3.7%     3,286     3,214     2.2%
      Total Firm
        Therm Sales      4,695    5,174   (9.3%)   14,471    15,429    (6.2%)

  Total Gas Revenues    $3,335   $3,702   (9.9%)   $9,661   $10,968    (11.9%)






RESTRUCTURING AND COMPETITION - ELECTRIC UTILITY INDUSTRY

	Regulatory activity in both New Hampshire and Massachusetts
continues to focus on deregulating the retail sale of electric energy. March
1, 1998 was the "Retail Access Date" or the beginning of competition in
Massachusetts, while New Hampshire's "Choice Date" slipped past the proposed
January 1, 1998, and did not make the legislature's mandated July 1, 1998.
Both states' restructuring efforts have focused on allowing customers to
choose their supplier of electricity from the competitive market, and have
their local utility deliver that electricity over its distribution systems
at regulated rates for the distribution service. 

Massachusetts
	
	On December 31, 1997, FG&E filed its restructuring plan (the "Plan")
with the Massachusetts Department of Telecommunications and Energy (MDTE) as
required by the Massachusetts restructuring law enacted in November, 1997.
The Plan provides customers with: a) choice of energy supplier; b) an
optional transition energy service provided by FG&E at regulated rates for
up to seven years; and c) a 10% price decrease. In the Plan, FG&E has
proposed to divest of owned and leased generation units and its portfolio of
purchased power contracts by year end 1998.  Also under the Plan, to the
extent that the divestiture fails to recoup the full cost of electric supply
resources, the Company will be afforded full recovery of any shortfall
through non-bypassable retail access charges.

 	The MDTE conditionally approved the Plan for effect on March 1, 1998.
Several days of evidentiary hearings were held followed by rounds of legal
briefs. The Company expects to receive final approval of the Plan by the
MDTE in September, 1998.
 
	When the Company receives a Final Order from the MDTE on its Plan,
the Company will be able to determine, in sufficient detail, the impact of
such order on the generation portion of its business that will no longer be
regulated and on the distribution portion of its business that will remain
regulated.  As a result, the Company may be required to stop applying the
provisions of Statement of Financial Accounting Standards 71, "Accounting for
the Effects of Certain Types of Regulation," to a portion of its business.
Upon receiving the Final Order, the Company will review the measurement and
recording of  Regulatory Assets and Liabilities arising from the Final Order.
Based upon settlements already reached between other electric utilities and
the MDTE in Massachusetts, the Company believes it will recover its
generation investments and the above market portion of its power contract
commitments through regulated cash flows to be realized from the
distribution portion of FG&E's business.
	

New Hampshire
	
	On February 28, 1997, the New Hampshire Public Utilities Commission
(NHPUC) issued its Final Plan for transition to a competitive electric market
in New Hampshire.  The order allowed Concord Electric Company (CECo) and
Exeter & Hampton Electric Company (E&H), Unitil's New Hampshire based retail
distribution utilities, to recover 100% of costs which will be "stranded"
due to this restructuring, but the NHPUC also took certain positions
undermining the legal basis for such recovery in the future.  Northeast
Utilities' affiliate, Public Service Company of New Hampshire, appealed the
decision in Federal Court, which issued a temporary restraining order.  In
June 1997, Unitil was admitted as a Plaintiff Intervenor in this proceeding.
The Judge has indicated that this case will go to trial in November of 1998.

	On March 20, 1998, the NHPUC issued Order No. 22,875 affirming in
part and modifying in part its February 29, 1997 Final Plan.  The March 20
NHPUC order required CECo, E&H and all other New Hampshire electric utilities
except the Public Service Company of New Hampshire to submit a compliance
filing by May 1, 1998.  CECo and E&H submitted a response to the NHPUC's
March 20 order on May 1 which included: a) unbundled delivery service rates;
b) plans to implement the NHPUC affiliate rules when promulgated, mitigate
stranded costs, implement low-income customer policies, meet the energy needs
of special contract customers and implement data transfers electronically
with suppliers; c) proposed tariffs for delivery services; and d) proposed
terms and conditions for interfacing with competitive suppliers.  The NHPUC
has taken no action on the Company's submittal, and Competition has been
delayed beyond the original legislative timetable of July 1, 1998.  Unitil
continues to participate actively in all proceedings and in several
NHPUC-established working groups which will define the details of the
transition to competition and customer choice.

	The Company also continues to work towards a comprehensive settlement
of all restructuring issues for Unitil and is hopeful that such a settlement
can be reached in the near future.

	Unitil Resources, Inc., the Company's competitive market subsidiary,
will continue to participate in the New Hampshire Retail Competition Pilot
Program (Pilot Program), in which up to 3% of New Hampshire electric
customers are allowed to choose from competing electric suppliers, and have
this supply delivered across the local utility system. This program began in
May 1996, and will terminate on Choice Date.


OTHER REGULATORY MATTERS

	On May 15, 1998, FG&E filed a base rate case with the MDTE seeking
an increase of $1.55 million or nine percent in annual revenues from firm
gas customers.  This is the  first requested base rate increase in 14 years.
The Company has requested an 11.25 percent return on common equity and is
seeking to modernize its rate structures for commercial and industrial
accounts. The Company is also unbundling its rates into delivery and supplier
charges to prepare for customer choice of gas supplier which is now expected
to be initiated on April 1, 1999.  To provide time for a thorough
investigation including several days of evidentiary hearings, the
filing was routinely suspended by the MDTE and new rates will become
effective on December 1, 1998.  The Company is also participating in a
statewide Collaborative that, in concert with MDTE efforts, will resolve
issues and establish rules for providing customers with choice of gas
supplier.  After choice date, FG&E will continue to own and operate its
natural gas distribution system and deliver gas to its customers at regulated
rates for distribution services.

MILLSTONE UNIT NO. 3 

	Unitil's Massachusetts operating subsidiary, Fitchburg Gas and
Electric Light Company, has a 0.217% nonoperating ownership in the Millstone
Unit No. 3 (Millstone 3) nuclear generating unit which supplies it with 2.49
megawatts (MW) of electric capacity. In January 1996 the Nuclear Regulatory
Commission (NRC) placed Millstone 3 on its watch list as a Category 2
facility, which calls for increased NRC inspection attention. In March 1996,
the NRC requested additional information about the operation of the unit
from Northeast Utilities companies (NU), which operate the unit. As a result
of an engineering evaluation completed by NU, Millstone 3 was taken out of
service on March 30, 1996. The NRC later informed NU, in a letter dated June
28, 1996, that it had reclassified Millstone 3 as a Category 3 facility. The
NRC assigns this rating to plants which it deems to have significant
weaknesses that warrant maintaining the plant in shutdown condition until
the operator demonstrates that adequate programs have been established and
implemented to ensure substantial improvement in the operation of the plant.
The NRC's letter also informed NU that this designation would require the
NRC staff to obtain NRC approval by vote prior to a restart of the unit. On
June 15, 1998 the NRC redesignated Millstone 3 as a Category 2 facility and
allowed the NRC's Executive Director for Operations to determine when
Millstone 3 was ready for restart. Authorization for restart was given on
June 29, 1998. Millstone 3 began producing electric power in early
July, 1998 and reached full  output on July 15, 1998. As a Category 2
facility, the unit remains on the NRC's Watch List. On August 11, 1998, NU
announced that Millstone 3 would be shut down for an estimated 7 to 10 days
to repair a leaking motor-operated valve located in the auxiliary feedwater
system. While the leakage rate on this valve, located on the non-radioactive
side of the plant, is within permitted rates, NU has decided to make the
repair at this time rather than to wait until a time when the repair may be
more critical. Millstone 2 remains out of service with a Category 3
designation. NU has determined that Millstone 1 will be retired and,
therefore, has been removed from the NRC's Watch List. The Company has no
ownership or contract interests in Millstone Units 1 and 2.

	During the period that Millstone 3 was out of service, FG&E continued
to incur its proportionate share of the unit's ongoing Operations and
Maintenance (O&M) costs, and may incur additional O&M costs and capital
expenditures to meet NRC requirements.  FG&E  also incurred costs to replace
the power that was expected to be generated by the unit. During the outage,
FG&E had been incurring approximately $35,000 per month in replacement power
costs, and had been recovering those costs through its fuel adjustment
clause, which will be subject to review and approval by the MDTE. In August
1997, FG&E, in concert with other nonoperating joint owners, filed a demand
for arbitration in Connecticut and a lawsuit in Massachusetts, in an effort
to recover costs associated with the extended unplanned shutdown and the
associated costs. The arbitration and legal cases are proceeding.


	
CAPITAL REQUIREMENTS

        Capital expenditures for the six months ended June 30, 1998 were
approximately $6.2 million. This compares to $5.9 million during the same
period last year. Capital expenditures for the year 1998 are estimated to
be approximately $16.3 million as compared to $15.4 million for 1997. This
projection reflects capital expenditures for utility system expansions,
replacements and other improvements.

LEGAL PROCEEDINGS

     The Company is involved in legal and administrative proceedings and
claims of various types which arise in the ordinary course of business. In
the opinion of the Company's management, based upon information furnished
by counsel and others, the ultimate resolution of these claims will not
have a material impact on the Company's financial position.

FORWARD-LOOKING INFORMATION

     This report contains forward-looking statements which are subject to 
the inherent uncertainties in predicting future results and conditions. 
Certain factors that could cause the actual results to differ materially
from those projected in these forward-looking statements include, but are
not limited to; variations in weather, changes in the regulatory 
environment, customers' preferences on energy sources, general economic
conditions, increased competition and other uncertainties, all of which
are difficult to predict, and many of which are beyond the control
of the Company.

COMPUTATION OF EARNINGS PER AVERAGE COMMON SHARE OUTSTANDING
(UNAUDITED)
(Amounts in thousands, except Shares and Per Share Data)

                            Three Months Ended        Six Months Ended
                                 June 30,                  June 30,
BASIC EARNINGS PER SHARE     1998        1997            1998       1997
Net Income                 $1,478       $1,655          $4,100     $4,570
Less: Dividend Requirement
    on Preferred Stock         69           69             138        138
Net Income Applicable
   to Common Stock         $1,409       $1,586          $3,962     $4,432

Average Number of Common
   Shares Outstanding   4,496,758    4,404,558       4,487,546   4,397,062

Basic Earnings per
   Common Share             $0.31        $0.36           $0.88       $1.01



DILUTED EARNINGS PER SHARE

Net Income                 $1,478       $1,655           $4,100     $4,570
Less: Dividend Requirement
   on Preferred Stock          69           69              138        138
Net Income Applicable
  to Common Stock          $1,409       $1,586           $3,962     $4,432

Average Number of Common
  Share Outstanding     4,605,770    4,515,653        4,599,252  4,507,918

Diluted Earnings Per
   Common Share             $0.30        $0.35            $0.86      $0.98

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits
    Exhibit No.       Description of Exhibit                  Reference
       11             Computation in Support              Filed herewith
                      of Earnings per Share 

(b) Reports on Form 8-K

    During the quarter ended June 30, 1998, the Company did not file
    any reports on Form 8-K.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. 

                                           UNITIL CORPORATION
                                             (Registrant)

Date: August 14, 1998                    /s/Anthony Baratta
                                            Anthony Baratta
                                            Chief Financial Officer

Date: August 14, 1998                    /s/Mark H. Collin
                                            Mark H. Collin
                                            Treasurer