File No. 70-9429

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                   -------------------------------------------
                        PRE-EFFECTIVE AMENDMENT NO. 1 TO

                                    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 amends and restates Item 6 of its  Application/Declaration on
Form U-1 File No. 70-9429) as follows:

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 (previously filed)

               G-1  Financial Data Schedule (previously filed)

               H-1  Proposed Form of Notice (previously filed)

         b)  Financial Statements

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

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

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



                                    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
                               UNITIL CORPORATION
                             1998 STOCK OPTION PLAN


I.   ESTABLISHMENT OF PLAN; DEFINITIONS

     1. Purpose. The purpose of the Unitil Corporation 1998 Stock Option Plan is
to provide an incentive to key Employees and Directors of Unitil Corporation and
its Affiliates  who are in a position to contribute  materially to the long-term
success of the Corporation and/or its Affiliates,  to increase their interest in
the welfare of the  Corporation  and its Affiliates and to aid in attracting and
retaining Employees and Directors of outstanding ability.

     2.  Definitions.  Unless  the  context  clearly  indicates  otherwise,  the
following terms shall have the meanings set forth below:

          a. "Affiliate"  shall mean any parent or subsidiary of the Corporation
     which meets the requirements of Section 425 of the Code.

          b. "Board" shall mean the Board of Directors of the Corporation.

          c. "Cause"  shall mean  conviction of a felony,  or any  fraudulent or
     dishonest  act which  has  resulted  or is  likely  to  result in  material
     economic damage to the  Corporation or an Affiliate,  as determined in good
     faith by the Board at a Board meeting at which the Employee or Director, as
     applicable, was provided with an opportunity to be heard by the Board.

          d. "Change of Control" shall mean the  satisfaction of any one or more
     of the following conditions (and the "Change of Control" shall be deemed to
     have  occurred  as of the first  day that any one or more of the  following
     conditions shall have been satisfied):

               (i) the Corporation  receives a report on Schedule 13D filed with
          the  Securities and Exchange  Commission  pursuant to Section 13(d) of
          the Exchange Act,  disclosing that any person,  group,  corporation or
          other entity is the beneficial owner,  directly or indirectly,  of 25%
          or more of the outstanding Stock;

               (ii) any  "person"  (as such term is defined in Section  13(d) of
          the Exchange Act),  group,  corporation or other entity other than the
          Corporation or a wholly-owned subsidiary of the Corporation, purchases
          shares  pursuant to a tender  offer or  exchange  offer to acquire any
          Stock (or securities  convertible into Stock) for cash,  securities or
          any other  consideration,  provided  that  after  consummation  of the
          offer, the person,  group,  corporation or other entity in question is
          the  "beneficial  owner" (as such term is defined in Rule 13d-3  under
          the  Exchange  Act),  directly  or  indirectly,  of 25% or more of the
          outstanding  Stock  (calculated  as provided in paragraph  (d) of Rule
          13d-3 under the Exchange Act in the case of rights to acquire Stock);

               (iii)  the  stockholders  of  the  Corporation  approve  (A)  any
          consolidation or merger of the Corporation in which the Corporation is
          not the  continuing  or  surviving  corporation  or  pursuant to which
          shares of Stock  would be  converted  into cash,  securities  or other
          property  (except  where the  Corporation's  shareholders  before such
          transaction  will be the  owners  of more than 75% of all  classes  of
          voting  stock  of the  surviving  entity),  or (B)  any  sale,  lease,
          exchange or other transfer (in one  transaction or a series of related
          transactions)  of  all  or   substantially   all  the  assets  of  the
          Corporation; or

               (iv) there  shall have been a change in a majority of the members
          of the  Board  within  a 25-  month  period  unless  the  election  or
          nomination for election by the Corporation's  stockholders of each new
          director was approved by the vote of two-thirds of the directors  then
          still in office who were in office at the  beginning  of the  25-month
          period.

          e. "Code" shall mean the Internal  Revenue Code of 1986,  as it may be
     amended from time to time.

          f. "Committee" shall mean the Compensation  Committee of the Board, or
     such other committee appointed by the Board and consisting of not less than
     2 non-Employee directors,  which Committee shall administer the Plan as set
     forth in Section 4 of this Article I.

          g.  "Corporation"  shall  mean  Unitil  Corporation,  a New  Hampshire
     corporation.

          h.  "Director"  shall  mean a member  of the  Board or a member of the
     board of directors of an Affiliate.

          i. "Disability" shall mean a medically determinable physical or mental
     condition  which  prevents an Employee  from  performing  the  material and
     substantial duties of the Employee's regular occupation for a period of 180
     consecutive  days, and (B) results in a 20% or greater loss to the Employee
     of the Employee's indexed monthly earnings;  provided,  however, that a 180
     consecutive-day   period  shall  not  be  treated  as  interrupted  if  the
     Employee's  inability to so perform should cease for a period of 30 days or
     less during the 180-day period.

          j.  "Employee"  shall mean any employee,  including  officers,  of the
     Corporation or any of its Affiliates.

          k. "Exchange  Act" shall mean the Securities  Exchange Act of 1934, as
     amended.

          l. "Fair  Market  Value" shall mean,  on any date,  the average of the
     high and low trade prices of the Stock  reported on the composite  tape for
     issues listed on the American Stock Exchange on such date, or, if no trades
     shall have been reported for such date, on the next preceding date on which
     there were trades reported.

          m. "Grantee" shall mean an Employee or a Director who has been granted
     a Stock Option under the Plan.

          n. "Option  Period"  shall mean the term of a Stock Option as fixed by
     the Committee.

          o. "Plan" shall mean the Unitil  Corporation 1998 Stock Option Plan as
     set forth herein and as amended from time to time.

          p. "Stock" shall mean shares of the Common  Stock,  par value $.01, of
     the Corporation.

          q. "Stock Option" shall mean a non-qualified  option granted  pursuant
     to the Plan to purchase shares of Stock.

          r.  "Stock  Option  Agreement"  shall  mean  the  written   instrument
     evidencing  the grant of one or more Stock Options under the Plan and which
     shall contain the terms and conditions applicable to such grant.

     3. Shares of Stock Subject to Plan.  There are hereby reserved for issuance
under the Plan  350,000  shares of Stock.  If a Stock  Option  shall  expire and
terminate  for any reason,  in whole or in part,  without being  exercised,  the
number of shares of Stock as to which such  expired or  terminated  Stock Option
shall not have been  exercised  may again become  available for the grant of new
Stock Options hereunder.

     4. Administration of Plan. The Plan shall be administered by the Committee.
Subject  to the  express  provisions  of the  Plan,  the  Committee  shall  have
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  and to make all
other determinations  necessary or advisable for the administration of the Plan.
Any  controversy  or  claim  arising  out of or  related  to the  Plan  shall be
determined  unilaterally  by and in the sole  discretion of the  Committee.  Any
determination,  decision  or  action of the  Committee  in  connection  with the
construction, interpretation,  administration,  implementation or maintenance of
the Plan  shall be final,  conclusive  and  binding  upon all  Grantees  and all
person(s)  claiming  under or through  any  Grantees.  Notwithstanding  anything
contained in this Section 4 to the contrary,  no member of the  Committee  shall
have  the  authority  to  render  any  decision  with  respect  to  his  or  her
participation in or entitlement to benefits under the Plan.

     5.  Amendment or  Termination.  The Board may, at any time,  alter,  amend,
suspend,  discontinue,  or terminate the Plan; provided,  however,  that no such
action shall  adversely  affect the right of any Grantee  under any Stock Option
previously granted thereto hereunder.

     6. Effective Date of Plan. The Plan shall become  effective on December 11,
1998.

II.  GRANTS AND EXERCISE OF STOCK OPTIONS

     1.  Granting of Stock Options.

          a. The Committee shall determine and shall designate from time to time
     those Employees and Directors who are to be granted Stock Options and shall
     specify  the  number of  shares  of Stock  subject  to each  Stock  Option;
     provided,  however,  that  Stock  Options  for  not  more  than  5% of  the
     outstanding  Stock  may be issued  in any one year to  officers,  Directors
     and/or key employees of the Corporation.

          b.  The  Committee  may  grant at any time  new  Stock  Options  to an
     Employee or a Director who has previously  received Stock Options,  whether
     such prior  Stock  Options  are still  outstanding,  have  previously  been
     exercised  in  whole  or in part or are  canceled  in  connection  with the
     issuance of new Stock Options.

          c. When granting a Stock Option,  the  Committee  shall  determine the
     purchase  price of the Stock subject  thereto and specify such price in the
     applicable Stock Option Agreement.

          d. The Committee, in its sole discretion,  shall determine whether any
     particular   Stock  Option  shall  become   exercisable   in  one  or  more
     installments,  specify the  installment  dates and,  within the limitations
     herein  provided,  determine the total period during which the Stock Option
     is exercisable.  Further,  the Committee may make such other  provisions as
     may appear generally acceptable or desirable to the Committee.

     2.  Exercise of Stock  Options.  The purchase  price of Stock  subject to a
Stock Option  shall be payable upon  exercise of the Option in cash or by check,
bank  draft or postal  or  express  money  order,  or  pursuant  to a  "cashless
exercise"  utilizing a brokerage  firm. The Committee,  in its  discretion,  may
permit a Grantee to make partial or full  payment of the  purchase  price by the
surrender of Stock owned by the Grantee prior to the date of exercise. Shares of
Stock  surrendered  in payment of the purchase  price as provided above shall be
valued at the Fair Market Value  thereof on the date of  exercise.  Surrender of
such Stock shall be  evidenced by delivery of the  certificates(s)  representing
such shares in such manner,  and endorsed in such form, or  accompanied by stock
powers endorsed in such form, as the Committee may determine or by attestation.

     3.  Termination  of  Employment  or  Director  Status.  Except as  provided
otherwise in the applicable Stock Option Agreement (in which case the provisions
of the Stock Option  Agreement shall control over the provisions of this Section
3):

          a.  Except as  provided in  paragraphs  b and c below,  if a Grantee's
     employment or status as a Director with the  Corporation or an Affiliate is
     terminated voluntarily by the Grantee or by the Corporation or an Affiliate
     other than for Cause,  only those Stock  Options held by the Grantee  which
     were immediately exercisable at the termination of the Grantee's employment
     or status as a Director shall be  exercisable by the Grantee  following the
     termination of the Grantee's employment or status as a Director. 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
     Option Period) or they shall be forfeited.

          b.  Notwithstanding  anything to the contrary contained in paragraph a
     above,  if a Grantee's  employment  with the Corporation or an Affiliate or
     status as a Director is terminated by the  Corporation  or an Affiliate for
     Cause, all then outstanding  Stock Options held by the Grantee shall expire
     immediately  and such  Stock  Options  shall not be  exercisable  after the
     termination of the Grantee's employment or status as a Director.

          c. Notwithstanding  anything to the contrary contained in paragraphs a
     and b above, if a Grantee's employment with the Corporation or an Affiliate
     or status as a Director is terminated on account of the Grantee's death or,
     if the Grantee is an Employee, on account of the Grantee's Disability, only
     those Stock Options held by the Grantee which were immediately  exercisable
     at the date of the Grantee's  death or Disability  shall be  exercisable by
     the Grantee,  the Grantee's  guardian or legal  representative,  or, if the
     Grantee is not then living,  by the  representative of the Grantee's estate
     or beneficiaries  thereof to whom the Stock Options have been  transferred.
     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 Option Period, or they shall be forfeited.

III. GENERAL PROVISIONS

     1.  Recapitalization Adjustments.

          a. In the event of any change in  capitalization  affecting the Stock,
     including,  without  limitation,  a stock  dividend or other  distribution,
     stock  split,   reverse  stock  split,   recapitalization,   consolidation,
     subdivision,  split-up,  spin-off,  split-off,  combination  or exchange of
     shares or other form of  reorganization or  recapitalization,  or any other
     change  affecting the Stock,  the Committee  shall  authorize and make such
     proportionate adjustments,  if any, as the Committee shall deem appropriate
     to reflect such change, including,  without limitation, with respect to the
     aggregate  number of shares of Stock for which  Stock  Options  in  respect
     thereof  may be  granted  under  the  Plan,  the  number of shares of Stock
     covered by each outstanding Stock Option,  and the purchase price per share
     of Stock in respect of outstanding Stock Options.

          b. Any provision hereof to the contrary notwithstanding,  in the event
     the Corporation is a party to a merger or other reorganization, outstanding
     Stock   Options   shall  be   subject  to  the   agreement   of  merger  or
     reorganization.  Such agreement may provide,  without  limitation,  for the
     assumption of outstanding Stock Options by the surviving corporation or its
     parent,  for their continuation by the Corporation (if the Corporation is a
     surviving  corporation) for accelerated vesting and accelerated  expiration
     or for settlement in cash.

     2.  General.

          a. Each Stock Option shall be evidenced by a Stock Option Agreement.

          b. The  granting  of a Stock  Option  in any year  shall  not give the
     Grantee  any right to  similar  grants  in future  years or any right to be
     retained as an Employee or as a Director,  and all  Grantees  shall  remain
     subject to  discharge or removal to the same extent as if the Plan were not
     in effect.

          c. No Grantee,  and no beneficiary  or other person  claiming under or
     through  him or her,  shall have any right,  title or interest by reason of
     any Stock Option to any particular assets of the Corporation, or any shares
     of Stock  allocated  or reserved for the purposes of the Plan or subject to
     any Stock Option except as set forth herein.

          d. No Stock Option shall or may be sold, exchanged, assigned, pledged,
     encumbered,  or otherwise hypothecated or disposed of except (i) by will or
     the  laws of  descent  and  distribution,  or  (ii)  subject  to  Committee
     approval,  by gift to any member of the Grantee's  immediate  family,  to a
     trust  for  the  benefit  of  such  an  immediate  family  member  or  to a
     partnership in which such immediate family members are the sole partners. A
     Stock Option may be exercisable  during the Grantee's  lifetime only by the
     Grantee or by the Grantee's guardian or legal representative  unless it has
     been transferred by gift to a member of the Grantee's  immediate family, to
     a  trust  for  the  benefit  of such an  immediate  family  member  or to a
     partnership  described in the immediately preceding sentence, in which case
     it shall be  exercisable  solely by such  transferee.  For purposes of this
     paragraph  d, a  Grantee's  "immediate  family"  shall  mean the  Grantee's
     spouse, children and grandchildren.  Notwithstanding any such transfer, the
     Grantee  will  continue  to  be  subject  to  the  income  tax  withholding
     requirements of paragraph f of this Section 2.

          e.  Notwithstanding any other provision of the Plan or agreements made
     pursuant  hereto,  the  Corporation's  obligation  to issue or deliver  any
     certificate or certificates  for shares of Stock under a Stock Option,  and
     the transferability of Stock acquired by exercise of a Stock Option,  shall
     be subject to all of the following conditions:

               (i) Any registration or other  qualification of such shares under
          any state or federal law or regulation,  or the  maintaining in effect
          of any such  registration or other  qualification  which the Committee
          shall,  in its absolute  discretion  upon the advice of counsel,  deem
          necessary or advisable;

               (ii) The obtaining of any other consent, approval, or permit from
          any state or federal governmental agency which the Committee shall, in
          its absolute  discretion  upon the advice of counsel,  determine to be
          necessary or advisable; and

               (iii) Each stock  certificate  issued  pursuant to a Stock Option
          shall bear such legends which the Committee  shall  determine,  in its
          absolute  discretion,  are  necessary  or  advisable,  or which in the
          opinion of counsel to the  Corporation  are required under  applicable
          federal or state securities laws.

          f. All payments to Grantees or to their legal representatives shall be
     subject to any applicable  tax,  community  property,  or other statutes or
     regulations  of the  United  States  or of any  state  having  jurisdiction
     thereof.  The  Grantee  may be  required  to pay to the  Corporation  or an
     Affiliate the amount of any withholding  taxes which the Committee,  in its
     sole discretion, deems necessary to be withheld in order to comply with any
     applicable  statutes or  regulations  with respect to a Stock Option or its
     exercise.  In the  event  that  such  payment  is not made  when  due,  the
     Corporation  or  Affiliate  shall have the right to  deduct,  to the extent
     permitted by law, from any payment or settlement of any kind  otherwise due
     to such  person  all or part of the amount  required  to be  withheld.  The
     Grantee may use Stock to satisfy the Grantee's  income tax obligation  with
     respect  to a Stock  Option  or its  exercise.  If  Stock  is to be used to
     satisfy any such tax withholding, such Stock shall be valued based upon the
     Fair  Market  Value of such  Stock as of the  date the tax  withholding  is
     required  to be made,  such date to be  determined  by the  Committee.  The
     Corporation shall not be required to issue Stock until such obligations are
     satisfied.

          g. A  Grantee  entitled  to Stock as a result  of the  exercise  of an
     Option  shall not be deemed  for any  purpose  to be, or have  rights as, a
     shareholder of the  Corporation  by virtue of such exercise,  except to the
     extent a Stock  certificate is issued  therefor and then only from the date
     such certificate is issued.  No adjustments  shall be made for dividends or
     distributions  or other  rights for which the  record  date is prior to the
     date such Stock certificate is issued, except as otherwise provided herein.
     The Corporation shall issue any Stock certificates required to be issued in
     connection with the exercise of a Stock Option with  reasonable  promptness
     after such exercise.

          h. The Plan and the grant or exercise of Stock  Options  granted under
     the Plan  shall be  subject  to,  and shall in all  respects  comply  with,
     applicable New Hampshire law.

          i. Upon the occurrence of a Change of Control,  all outstanding  Stock
     Options shall automatically become 100% vested and fully exercisable.