Exhibit G-1

         SECURITIES AND EXCHANGE COMMISSION

         (Release No. 35- ___; 70 ___)

         Unitil Corporation

         Notice of Proposal to Issue Common Stock under Restricted Stock Plan

         Unitil Corporation ("Unitil"), 6 Liberty Lane West, Hampton, New
Hampshire 03842, has filed an Application- Declaration with this Commission
pursuant to Sections 6(a) and 7 of the Public Utility Holding Company Act of
1935 ("Act").

         Unitil proposes to issue of up to 177,500 shares of common stock, no
par value ("Common Stock"), of Unitil under the Unitil Corporation 2003
Restricted Stock Plan (the "Plan"), such number of shares to be subject to
adjustment in accordance with the provisions of the Plan.

         The objectives of the Plan are to optimize the profitability and growth
of Unitil through incentives that are consistent with Unitil's goals and that
link the personal interests of Plan participants to those of Unitil's
shareholders, to attract and retain employees and directors of outstanding
ability, and to promote teamwork among participants.

         In accordance with the terms of the Plan, awards for shares of
restricted stock may be granted under the Plan and are evidenced by an Award
Agreement, entered into by the participant and Unitil, setting forth the terms
and provisions applicable to the award. Persons eligible to participate in the
Plan include all employees, directors and consultants of Unitil, its
subsidiaries and its affiliates (collectively, the "Unitil Companies"). The Plan
is administered by the Compensation Committee of the Board of Directors of
Unitil. Awards under the Plan will vary each year based on the achievement of
annual performance objectives that directly correlate with the annual
performance objectives as defined by the Unitil Management Incentive Plan. The
maximum aggregate number of shares of restricted stock that may be awarded in
any one calendar year to any one participant is 20,000.

         Awards will fully vest over a period of four (4) years (the "Period of
Restriction") at a rate of 25% each year. During the Period of Restriction, the
Plan provides that the restricted shares underlying the award may not be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated by the
recipient and no share certificates are issued. Prior to the end of the Period
of Restriction, the award of restricted shares shall be subject to forfeiture if
the participant ceases to be employed by the Unitil Companies other than due to
the participant's death. Awards may be subject to such additional restrictions
as the Compensation Committee may determine to be appropriate and as are set
forth in the particular Award Agreement. Subject to restrictions under
applicable law or as may be imposed by the Unitil, restricted shares underlying
each award made under the Plan shall become freely transferable by the Plan
participant after the last day of the applicable Period of Restriction.





         During the Period of Restriction, cash dividends paid on restricted
shares underlying granted awards may be credited to the recipient's account. In
the event any non-cash dividends or other distributions, whether in property, or
in stock of another company, are paid on any restricted shares during the Period
of Restriction, such non-cash dividends or other distributions shall be retained
by Unitil until such time as the Period of Restriction has lapsed. In the event
of forfeiture of the restricted shares, such non-cash dividend or other
distributions shall be retained by Unitil.

         Upon the occurrence of a Change in Control, unless otherwise
specifically prohibited under applicable laws, or by the rules and regulations
of any governing governmental agencies or national securities exchanges, any
restrictions and transfer limitations imposed on restricted shares shall
immediately lapse.

         Interested persons wishing to comment or request a hearing on this
Application-Declaration should submit their views in writing by March _____,
2004 to the Secretary, Securities and Exchange Commission, Washington, D.C.
20549, and serve a copy on the declarant at the address specified above. Proof
of service (by affidavit or, in the case of an attorney at law, by certificate)
should be filed with the request. After said date, the declaration, as amended
or as it may be further amended, may be granted.

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