35-CERT

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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Application/Declaration of Unitil   )      CERTIFICATE PURSUANT TO
Corporation on Form U-1 (File No.   )      RULE 24 UNDER THE PUBLIC
70-10161)                           )      UTILITY HOLDING COMPANY
                                    )      ACT OF 1935
                                    )

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          Pursuant to the requirements of Rule 24 under the Public Utility
Holding Company Act of 1935, as amended, Unitil Corporation, a New Hampshire
corporation and a registered public utility holding company under the Public
Utility Holding Company Act of 1935, as amended ("Unitil"), certifies that on
October 29, 2003, the issuance and sale of 717,600 shares of its common stock,
no par value, in an underwritten public offering, as proposed in the
Application-Declaration to the Commission on Form U-1 (File No. 70-10161) of
Unitil (the "Application-Declaration") and authorized by order of the Commission
in Holding Co. Act Release No. 27739, dated October 20, 2003, was carried out in
accordance with the terms and conditions of and for the purposes represented by
the Application-Declaration and the Commission's order with respect thereto.





Exhibits

          F-1 "Past Tense" Opinion of Counsel to Unitil


                                       2



                                    SIGNATURE


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


                                    UNITIL CORPORATION


                                    By:    /s/ Mark Collin
                                           ------------------------------------
                                    Name:  Mark Collin
                                    Title: Senior Vice-President, Chief
                                            Financial Officer and Treasurer

Dated:  November 6, 2003


                                       3

EX-5

                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                               260 Franklin Street
                              Boston, MA 02110-3173
                                 (617) 748-6800
                            Facsimile: (617) 439-0341





                                November 6, 2003



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

          Re: Unitil Corporation, et al. (File No. 70-10161)

Ladies and Gentlemen:

          This opinion is furnished to the Securities and Exchange Commission
(the "Commission") in connection with the Application-Declaration on Form U-1
(File No. 70-10161) (the "Application-Declaration") of Unitil Corporation (the
"Company" or "Unitil"), a New Hampshire corporation and a registered public
utility holding company under the Public Utility Holding Company Act of 1935, as
amended (the "Act"). In the Application-Declaration the Company requested
authorization and approval under Sections 6(a) and 7 of the Act with respect to
the issuance and sale of up to 717,600 shares of common stock, no par value
("Common Stock") of the Company. On October 20, 2003, the Commission issued an
order allowing the Application-Declaration to become effective. See Holding Co.
Act Release No. 27739.

          In connection with this opinion, we have examined originals, or copies
certified to our satisfaction, of the Application-Declaration, such corporate
records of the Company, certificates of public officials, certificates of
officers and representatives of the Company, and such other exhibits, documents,
agreements, instruments, and other materials as we considered necessary or
advisable in order to render the opinions set forth below. In such examination,
we have assumed the legal capacity of all natural persons, the genuineness of
all signatures on all documents examined by us, the authenticity of all
documents submitted to us as originals, the conformity to the original documents
of all such documents submitted to us as copies and the authenticity of the
originals of such latter documents. As to any facts material to our opinion, we
have, when relevant facts were not independently established, relied upon the
aforesaid records, certificates, exhibits, documents, agreements, instruments,
and other materials. In addition, we have examined such questions of law as we
considered necessary or appropriate for the purpose of rendering this opinion.





Securities and Exchange Commission
November 6, 2003
Page 2


          Based on the foregoing, and subject to the final paragraph hereof, we
are of the opinion that:

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

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

          (3) The shares of Common Stock issued in accordance with the
              Application-Declaration are validly issued, fully paid and
              non-assessable, and the holders thereof are entitled to the rights
              and privileges appertaining thereto set forth in the Company's
              Articles of Incorporation, as amended.

          (4) The consummation of the proposed transactions did not violate the
              legal rights of the holders of any securities issued by the
              Company.

          (5) The transactions proposed in the Application-Declaration were
              carried out in accordance with the Application-Declaration.

          The opinions expressed above are subject to the following assumptions
or conditions:

          a.  The Commission's order, Holding Co. Act Release No. 27739, was
              duly entered.

          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.

          This opinion is intended solely for the use of the Commission and may
not be relied upon by any other person or used for any other purpose. We are
not, in this opinion, opining on laws other than the laws of the State of New
Hampshire and the federal laws of the United States. We hereby consent to the
use of this opinion as an exhibit to the Application-Declaration.



                                     Very truly yours,

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