File No. 70-_____

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                   -------------------------------------------
                                    FORM U-1

                           APPLICATION AND DECLARATION

                                    UNDER THE

                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


                               UNITIL CORPORATION
                               6 Liberty Lane West
                          Hampton, New Hampshire 03833


                               UNITIL CORPORATION
                              ---------------------
                 (name of top registered holding company parent)

                                 Mark H. Collin
                                    Treasurer
                               UNITIL CORPORATION
                               6 Liberty Lane West
                          Hampton, New Hampshire 03833
                     (Name and address of agent for service)


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

                            Sheri E. Bloomberg, Esq.
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                              125 West 55th Street
                          New York, New York 10019-5389










Item 1.   DESCRIPTION OF THE PROPOSED TRANSACTIONS

     Unitil Corporation, a New Hampshire corporation ("Unitil") and a registered
holding company under the Public Utility Holding Company Act of 1935, as amended
(the "Act")  hereby  applies for the  approval of the  Securities  and  Exchange
Commission (the "Commission")  under Sections 6(a) and 7 of the Act for: (i) the
granting of options (the "Stock Options") which will entitle the holders thereof
to purchase up to 350,000  shares of its no par value  common stock (the "Common
Stock")  under its 1998 Stock  Option Plan (the "Plan") and (ii) the issuance of
up to 350,000  shares of Common Stock upon the exercise of options to be granted
under the Plan.

     A.   Authorization to Grant Options to Purchase Common Stock

     Effective  December  11, 1998,  by action of its board of directors  Unitil
will adopt the Plan.  The purpose of the Plan is to provide an  incentive to key
employees  and directors of Unitil and its  affiliates  who are in a position to
contribute  materially to the long-term success of Unitil and/or its affiliates,
to increase  their  interest in the welfare of Unitil and its  affiliates and to
aid in attracting and retaining employees and directors of outstanding ability.

     There are  approximately  28  employees  and  directors  of Unitil  and its
affiliates who are eligible to participate in the Plan. The Plan is administered
by a committee  (the  "Committee")  consisting of members of the Unitil Board of
Directors. The Committee has authority to determine the eligibility of employees
and directors to participate in the Plan, to grant Stock Options under the Plan,
to interpret the Plan, to prescribe,  amend,  and rescind rules and  regulations
relating to the Plan,  to  determine  the terms and  provisions  of Stock Option
agreements  executed  pursuant to the Plan (including the purchase price and the
period  during  which  such  Options  may be  exercised)  and to make all  other
determinations  necessary or advisable for the administration of the Plan. While
Committee  members are  eligible to receive  Stock  Options  under the Plan,  no
member of the  Committee  will have the  authority to render any  decision  with
respect to his or her  participation  in or  entitlement  to benefits  under the
Plan.  From time to time,  the Committee  will  determine  and  designate  those
employees  and  directors  who are to be granted Stock Options and shall specify
the number of shares of Common Stock subject to each Stock Option.

     The Plan  contains  provisions  regarding  the  effect  of  termination  of
director status or employment with Unitil on outstanding  Stock Options.  If the
employment  or status as a director of a grantee of a Stock  Option  pursuant to
the Plan is  terminated  for any reason  other than for cause (as defined in the
Plan  attached as Exhibit A-2  hereto),  only those Stock  Options  held by such
grantee which are immediately  exercisable at the time of such termination shall
be exercisable by such grantee following the termination. Any such Stock Options
must be exercised within 3 months after such termination of employment or status
as a director,  but in no event after  expiration of the Stock Option's term, or
they will be  forfeited.  If a grantee's  employment  or status as a director is
terminated  by Unitil or an affiliate for cause (as defined in the Plan attached
as Exhibit A-2 hereto),  all then outstanding Stock Options held by such grantee
will expire immediately and will not be exercisable after the termination of the
grantee's employment or status as a director.

     If a grantee's  employment or status as a director is terminated on account
of the  grantee's  death,  or in the case of an  employee,  on  account  of such
employee's  disability  (as defined in the Plan attached as Exhibit A-2 hereto),
only those Stock Options held by the grantee which were immediately  exercisable
at the  date  of his or her  death  or  disability  will be  exercisable  by the
grantee,  or the grantee's  guardian or legal  representative,  or the grantee's
estate or beneficiaries thereof to whom the Stock Options have been transferred.
Any such Stock  Options  must be  exercised by the earlier of (i) 12 months from
the date of the grantee's  death or  disability,  or (ii) the  expiration of the
Stock Option's term, or they will be forfeited.

     Stock Options  granted  under the Plan will entitle the holders  thereof to
purchase Common Stock at a price  established by the Committee.  Under the Plan,
Stock Options for shares constituting not more than 5% of the outstanding Common
Stock may be issued in any one year to eligible grantees.  Assuming no change in
the number of shares  outstanding  as of November 1, 1998, the maximum number of
shares which may be issued in connection  with the Plan during the first year is
227,385.  In the event of any stock dividend,  stock-split,  recapitalization or
other similar change to the Common Stock, the Committee will make  proportionate
adjustments  with respect to the Plan. The Board of Directors of Unitil may also
amend, suspend, discontinue or terminate the Plan, provided that such action may
not adversely  affect the rights of any grantee under a Stock Option  previously
granted thereto. For further information  concerning the provisions of the Plan,
reference is made to Exhibit A-2 hereto.

     Unitil hereby  requests  authorization  to grant Stock Options under to the
Plan to purchase Common Stock which will entitle the holders thereof to purchase
up to 350,000 shares of Common Stock.

     B.    Authorization to Issue Shares of Common Stock Under the Plan

     Unitil  anticipates  that the Stock Options to be granted under to the Plan
could result in the  issuance of up to 350,000  shares of Common  Stock.  Unitil
intends to file a registration  statement with the Commission for the purpose of
registering  the shares of Common Stock to be issued upon  exercise of the Stock
Options under the  Securities  Act of 1933, as amended (the "1933 Act").  Unitil
hereby requests authorization for the issuance of up to 350,000 shares of Common
Stock upon the exercise of Stock Options to be granted under the Plan.

     C.   Involvement  of  Unitil  and  its  Affiliates  with  Exempt  Wholesale
          Generators and Foreign Utility Companies.

     The proposed transactions may be subject to Rules 53 and 54. Neither Unitil
nor any  subsidiary  thereof  presently has, or as a consequence of the proposed
transactions will have, an interest in any exempt wholesale generator ("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 by Unitil to acquire any  securities of, or any interest in, an EWG
or FUCO.  Moreover,  neither  Unitil  nor any  subsidiary  thereof  is,  or as a
consequence  of the  proposed  transaction  will  become,  a party to,  and such
entities  do not and will  not  have  any  rights  under,  a  service,  sales or
construction  contract  with any  affiliated  EWGs or FUCOs except in accordance
with the  rules and  regulations  promulgated  by the  Commission  with  respect
thereto.  Consequently,  all  applicable  requirements  of Rule 53  (a)-(c)  are
satisfied as required by Rule 54.

Item 2    FEES, COMMISSIONS AND EXPENSES

     The  fees,  commissions  and  expenses  of  Unitil  expected  to be paid or
incurred,  directly or indirectly, in connection with the transactions described
above are estimated as follows:

                  Commission Filing fees relating to
                    1933 Act Registration. . . . . . .. . . . $ 2,700

                  Legal fees. . . . . . . . . . . . . . . . . $25,000

                  Exchanging, printing and
                    engraving of stock certificates . . . . . $ 4,000

                  Miscellaneous . . . . . . . . . .  . . . . .$12,000

                                    Total . . . . . . . . .  .$43,700

Item 3    APPLICABLE STATUTORY PROVISIONS

     Sections 6 and 7 of the Act are directly applicable to this application and
declaration.  The proposed  issuance  and sale of shares  through the 1998 Stock
Option  Plan are subject to Sections 6 and 7 of the Act.  Unitil  requests  that
this  declaration be allowed to become  effective under Section 7 of the Act for
the maximum  number of shares  described in Item 1 above  (350,000) to be issued
pursuant to the Plan. Item 4 REGULATORY APPROVALS

     No  commission,  other  than this  Commission,  has  jurisdiction  over the
proposed transaction described in this Application.

Item 5    PROCEDURE

     It is  requested  that the  Commission  issue  and  publish  no later  than
December 18, 1998, the requisite notice under Rule 23 with respect to the filing
of this  Declaration,  such notice to specify a date not later than  January 12,
1999 as the date after which an order granting and permitting  this  Declaration
to become  effective may be entered by the  Commission  and that the  Commission
enter not later than  January  12,  1999,  an  appropriate  order  granting  and
permitting this Declaration to become effective.

     Unitil respectfully requests that appropriate and timely action be taken by
the Commission in this matter.  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 the 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

               A-1  Articles   of    Incorporation    of   Unitil    Corporation
                    (Incorporated  by  Reference  to  Exhibit  3.1 to Form  S-14
                    Registration  Statement 2-93769.  1992 Amendment to Articles
                    of Incorporation Incorporated by Reference to Exhibit 3.2 to
                    Form 10-K for 1992)

               A-2  Unitil Corporation 1998 Stock Option Plan

               F-1  Opinion of Counsel

               G-1  Financial Data Schedule

               H-1  Proposed   Form  of  Notice

          b)   Financial  Statements

               1.   Consolidated  Condensed  Balance Sheets,  September 30, 1998
                    (per book and pro forma)

               2.   Consolidated Condensed Statement of earnings,  twelve months
                    ended September 30, 1998 (per book and pro forma)

               3.   Consolidated  Statements of cash flows,  twelve months ended
                    September 30, 1998 (per book and pro forma)

Item 7    INFORMATION AS TO ENVIRONMENTAL EFFECTS

     The  proposed  transactions   described  herein  involve  the  acquisition,
issuance or sale of securities and not any major action which will significantly
affect the quality of the human environment.

     No federal  agency has  prepared or is preparing  an  environmental  impact
statement with respect to the transactions proposed herein.

                                    SIGNATURE

     Pursuant to the  requirements  of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this statement to be signed on its
behalf by the undersigned thereunto duly authorized.

                                             UNITIL CORPORATION

                                             By:  /s/ Mark H. Collin
                                                  --------------------------
                                                      Name:  Mark H. Collin
                                                      Title: Treasurer

                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                              125 West 55th Street
                         New York, New York 10019-5389



                                                       December 11, 1998


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
Declaration on Form U-1 (File  70-_____) of Unitil  Corporation  (the "Company")
under  the  Public  Utility  Holding  Company  Act  of  1935,  as  amended.  The
Declaration  seeks  approval  for the  granting of options  (the  "Options")  to
purchase  shares  of the  Company's  common  stock,  no par value  (the  "Common
Stock"),  under the 1998 Stock  Option Plan of the Company  (the "Plan") and the
issuance of the underlying shares of Common Stock upon exercise thereof.

     We have acted as counsel for the Company in connection with the adoption of
the Plan and the filing of the  Declaration.  In connection with this opinion we
have  examined  originals or copies  certified or  otherwise  identified  to our
satisfaction of:

          (1)  The charter  documents and by-laws of the Company,  as amended to
               date;

          (2)  Minutes of meetings of the  Company's  directors,  as kept in the
               minute book;

          (3)  The form of the Plan filed as an exhibit to the Declaration; and

          (4)  Such other  certificates,  documents and papers as we have deemed
               necessary  or  appropriate  for the  purpose  of  rendering  this
               opinion.

     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 authentic  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 have 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:

          (1)  The Company is validly  existing as a corporation  under the laws
               of the state of New Hampshire;

          (2)  Provided  that  the   Commission   shall  have  duly  entered  an
               appropriate  order  granting and  permitting  the  Declaration to
               become  effective  with  respect  to the  Plan  and the  proposed
               transactions  shall have been  consummated in accordance with the
               Declaration,  the Commission's  order with respect  thereto,  the
               Plan, the terms of the Company's  Articles of  Incorporation  and
               the  resolutions  adopted by the  Company's  board of  directors,
               including without limitation, payment of the consideration called
               for therein:

               (a)  all  State  laws  that  are   applicable   to  the  proposed
                    transactions will have been complied with;

               (b)  the  Options to be granted by the  Company  will be duly and
                    validly issued;

               (c)  the shares of Common  Stock to be issued by the Company upon
                    exercise of the Options will be validly  issued,  fully paid
                    and non-assessable, and the holders thereof will be entitled
                    to the rights and privileges pertaining thereto as set forth
                    in the Company's Articles of Incorporation; and

               (d)  the  consummation  of  the  transactions  described  in  the
                    Declaration will not violate the legal rights of the holders
                    of any securities issued by the Company.

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

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


                                      Very truly yours,

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



 

OPUR1 1,000 YEAR DEC-31-1998 OCT-01-1998 SEP-30-1998 PER-BOOK 156,612 42 27,756 57,131 0 241,541 36,819 1,461 34,039 72,319 3,619 225 74,152 12,575 0 0 1,175 0 4,163 1,046 72,267 241,541 168,969 3,591 150,115 153,706 15,263 197 15,066 7,071 7,995 275 7,720 6,042 5,380 14,361 1.72 1.68
             Filings Under the Public Utility Holding Company Act of
                            1935, as amended ("Act")

                       SECURITIES AND EXCHANGE COMMISSION

                               Release No. _______


     Unitil Corporation 
     (70-____)

     Unitil  Corporation,  6 Liberty Lane West,  Hampton,  New  Hampshire  03833
("Unitil"),  a registered  holding  company,  has filed a  declaration  with the
Commission pursuant to Sections 6(a) and 7 of the Act.

     Effective  December 11, 1998, Unitil adopted an employee stock option plan,
known as the Unitil  Corporation  1998 Stock Option Plan  ("Plan"),  pursuant to
which its directors and certain key employees of Unitil and its  affiliates  may
be granted stock options  ("Stock  Options") to purchase shares of Unitil no par
value common stock ("Common Stock") as incentive compensation.

     Options granted under the Plan will entitle the holders thereof to purchase
Common  Stock  at a  price  to  be  determined  by  a  committee  consisting  of
non-employees members of the Unitil Board of Directors  ("Committee").  The Plan
provides  for the  issuance of Stock  Options  exercisable  for an  aggregate of
350,000 shares of Common Stock; provided that Unitil may not grant Stock Options
for more than 5% of the  outstanding  Common  Stock in any one year to  eligible
grantees.  Based upon the number of shares  outstanding  as of November 1, 1998,
the maximum  number of shares  which may be issued in  connection  with the Plan
during  the  first  year  is  227,385.  In  the  event  of any  stock  dividend,
stock-split,  recapitalization  or other similar change to the Common Stock, the
Committee shall make proportionate adjustments with respect to the Stock Options
and shares of Common Stock to be granted under the Plan.  The Board of Directors
of Unitil may also amend,  suspend or  terminate  the Plan,  provided  that such
action may not  adversely  affect the  rights of any  grantee of a Stock  Option
thereunder.

     Accordingly,  Unitil  requests  authorization,  from time to time, to grant
Options  pursuant to the terms of the Plan, and, in connection with the exercise
of such Options,  to issue up to an aggregate  maximum of 350,000  shares of its
Common Stock.

     For the Commission,  by the Division of Investment Management,  pursuant to
delegated authority.


                               Unitil Corporation
                      Consolidated Statement of Cash Flows
                                     ($000)
                                   (Unaudited)
Twelve Months Ended September 30, 1998 ---------------------------------------------------------- Proforma 1998 Adjustments Adjusted ---------------- --------------- ------------ Net Cash Flow from Operating Activities: Net Income $ 7,995 $ (42) $ 7,953 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization 9,889 9,889 Deferred Taxes 349 349 Amortization of Investment Tax Credit (368) (368) Provision for Doubtful Accounts 815 815 Amortization of Debt Issuance Costs 62 62 Issuance of Stock Options 0 63 63 Changes in Assets and Liabilities (Increase) Decrease in: Accounts Receivable 239 239 Materials and Supplies (727) (727) Prepayments & Prepaid Pension (543) (543) Accrued Revenue 2,280 2,280 Increase (Decrease) in: Accounts Payable (2,295) (2,295) Refundable Customer Deposits (1,089) (1,089) Taxes & Interest Payable 836 (21) 815 Other, Net (828) (828) -------------- -------------- ------------- Net Cash Provided by Operating Activities 16,615 0 16,615 Net Cash Flows from Investing Activities: Acqusition of Property, Plant and Equipment (15,349) (15,349) Proceeds from Taking of Land & Building 0 0 -------------- -------------- ------------- Net Cash Used in Investing Activities (15,349) 0 (15,349) Cash Flows from Financing Activities: Proceeds From (Repayment of) Short-Term (675) (675) Debt Proceeds from Issuance of Long-Term Debt 20,000 20,000 Repayment of Long-Term Debt (13,183) (13,183) Dividends Paid (6,277) (6,277) Issuance of Common Stock 2,041 2,041 Retirement of Preferred Stock (47) (47) Repayment of Capital Lease Obligations (985) (985) -------------- -------------- ------------- Net Cash Provided By (Used in) Financing Activities 874 0 874 Net (Decrease) Increase in Cash 2,140 0 2,140 Cash at Beginning of Year 2,235 2,235 -------------- -------------- ------------- Cash at September 30, $ 4,375 0 $ 4,375 ============== ============== =============
Unitil Corporation Consolidated Condensed Balance Sheet ($000) (Unaudited)
September 30, Proforma 1998 Adjustments Adjusted ---------------- --------------- ------------ ASSETS Utility Plant: Electric $ 172,371 $ 172,371 Gas 31,314 31,314 Common 20,655 20,655 Construction in Progress 5,096 5,096 ------------- ------------- ------------- Total Utility Plant 229,436 $ 0 229,436 Less: Accumulated Depreciation 72,824 72,824 ------------- ------------- ------------- Net Utility Plant 156,612 0 156,612 ------------- ------------- ------------- ------------- ------------- ------------- Other Property & Investments 42 42 ------------- ------------- ------------- Cash 4,375 4,375 Accounts Receivable and Other 23,381 23,381 ------------- ------------- ------------- Total Current Assets 27,756 0 27,756 ------------- ------------- ------------- Deferred Assets 57,131 57,131 ------------- ------------- ------------- Total $ 241,541 $ - $ 241,541 ============= ============= ============= CAPITALIZATION AND LIABILITIES Capitalization: Common Stock $ 36,819 $ - $ 36,819 Misc. PIC - Stock Options 1,461 1,264 2,725 Retained Earnings 34,039 (834) 33,205 Preferred Stock 3,844 3,844 Long-Term Debt 74,152 74,152 ------------- ------------- ------------- Total Capitalization 150,315 430 150,745 ------------- ------------- ------------- Capitalized Lease Obligations 4,163 4,163 ------------- ------------- ------------- Current Liabilities: Long-Term Debt, Current Portion 1,175 1,175 Short-Term Debt 12,575 12,575 Accounts Payable and Other 23,308 (430) 22,878 ------------- ------------- ------------- Total Current Liabilities 37,058 (430) 36,628 ------------- ------------- ------------- Deferred Liabilities 9,387 9,387 ------------- ------------- ------------- Deferred Income Taxes 40,618 40,618 ------------- ------------- ------------- Total $ 241,541 $ - $ 241,541 ============= ============= =============
NOTES: The pro forma adjustment reflects the issuance of 350,000 options over five years Issuance of 350,000 options 350,000 Calculated Compensation Expense: Fair Value per share, per Black-Scholes Options Pricing $ 3.61 Model Total Compensation Expense to be recorded over $ 1,264 Vesting Period ($000) ============= Times Effective tax rate -- 34% 34% Income Taxes (34% effective tax rate) ($000) $ (430) ============= Unitil Corporation Consolidated Condensed Statement of Earnings ($000)
Twelve Months Ended September 30, 1998 Proforma 1998 Adjustments Adjusted -------------- ---------------- ------------- Operating Revenues: Electric $ 150,909 $ - $ 150,909 Gas 18,031 18,031 Other 29 29 -------------- ---------------- ------------- Total Operating Revenues 168,969 - 168,969 -------------- ---------------- ------------- Operating Expenses: Fuel and Purchased Power 100,279 100,279 Gas Purchased for Resale 10,749 10,749 Operation and Maintenance 23,779 63A 23,842 Depreciation and Amortization 9,890 9,890 Provisions for Taxes: Local Property and Other 5,418 5,418 Federal and State Income 3,591 (21)B 3,570 -------------- ---------------- ------------- Total Operating Expenses 153,706 42 153,748 -------------- ---------------- ------------- Operating Income 15,263 (42) 15,221 Non-Operating Expenses (Income) 197 197 -------------- ---------------- ------------- Income Before Interest Expense 15,066 (42) 15,024 Interest Expense, Net 7,071 7,071 -------------- ---------------- ------------- Net Income 7,995 (42) 7,953 -------------- ---------------- ------------- Less Dividends on Preferred Stock 275 275 -------------- ---------------- ------------- Net Income Applicable to Common Stock $ 7,720 $ (42) $ 7,678 ============== ================ ============= Average Common Shares Outstanding 4,480,415 4,480,415 Basic Earnings per Share $ 1.72 $ 1.71 Diluted Earnings per Share $ 1.68 $ 1.67
NOTES: The proforma adjustments represent the following: Year 1: Issuance of 70,000 options 70,000 Calculated Compensation Expense: Fair Value per share, per Black-Scholes Options $ 3.61 Pricing Model Total Compensation Expense to be recorded $ 252 over Vesting Period ($000) Vesting, Year 1 25% Year 1 Compensation Expense ($000) $ 63 A Times Effective tax rate -- 34% 34% Income Taxes (34% effective tax rate) ($000) $ (21)B =============