PROPOSED FORM OF NOTICE

                                   Exhibit G-1

SECURITIES AND EXCHANGE COMMISSION

(Release No.   -         )

Filings Under the Public Utility Holding Company Act of 1935, as amended ("Act")


Unitil Corporation et al. (70-    )

     Unitil Corporation ("Unitil"), 6 Liberty Lane West, Hampton, New Hampshire,
03842-1270, a registered holding company under the Act, and its wholly owned
subsidiary companies, Fitchburg Gas and Electric Light Company ("Fitchburg"),
Unitil Energy Systems, Inc., Unitil Power Corp., Unitil Realty Corp., Unitil
Resources, Inc. and Unitil Service Corp. (the "Subsidiaries" or "Money Pool
Participants" and together with Unitil the "Applicants") have filed an
application-declaration under Sections 6(b), 7 and 12(b) of the Act and Rules 43
and 45 thereunder.

     Unitil, and to the extent not exempt pursuant to Rule 52, the Subsidiaries,
request authorization to enter into interest rate hedging transactions with
respect to existing indebtedness ("Interest Rate Hedges"), subject to certain
limitations and restrictions. Interest Rate Hedges would be used as a means of
prudently managing the risk associated with outstanding debt issued pursuant to,
and subject to the limitations of, financing authority granted to the Applicants
by the Commission under the Act or an applicable exemption therefrom by, in
effect, synthetically (i) converting variable-rate debt to fixed-rate debt, (ii)
converting fixed-rate debt to variable-rate debt, and (iii) limiting the impact
of changes in interest rates resulting from variable-rate debt. In no case will
the notional principal amount of any interest rate swap exceed the face value of
the underlying debt instrument and related interest rate exposure. Transactions
will be entered into for a fixed or determinable period. Thus, the Applicants
will not engage in leveraged or speculative derivative hedging transactions.
Interest Rate Hedges (other than exchange-traded Interest Rate Hedges) would
only be entered into with counterparties ("Approved Counterparties") whose
senior unsecured debt ratings, or the senior unsecured debt ratings of the
parent companies providing a guarantee of the counterparties, as published by
Standard & Poors Rating Services, are equal to or greater than BBB, or an
equivalent rating from Moody's Investors Service or Fitch Inc.

     Interest Rate Hedges will involve the use of financial instruments commonly
used in today's capital markets, such as exchange-traded interest rate futures
contracts and over-the-counter interest rate swaps, caps, collars, floors,
options, forwards, and structured notes (i.e., a debt instrument in which the
principal and/or interest payments are indirectly linked to the value of an
underlying asset or index), or transactions involving the purchase or sale,
including short sales, of U.S. Treasury Securities or U.S. government agency
(e.g., Fannie Mae) obligations, or




LIBOR-based swap instruments and similar products designed to manage interest
rate or credit risks. The transactions would be for fixed periods and stated
notional amounts.

     In addition, Unitil and the Subsidiaries request authorization to enter
into interest rate hedging transactions with respect to anticipated debt
offerings (the "Anticipatory Hedges"), subject to certain limitations and
restrictions. Such Anticipatory Hedges (other than exchange-traded Anticipatory
Hedges) would only be entered into with Approved Counterparties, and would be
utilized to fix and/or limit the interest rate risk associated with any new
issuance through (i) a forward sale of exchange-traded U.S. Treasury futures
contracts, U.S. Treasury Securities and/or a forward-dated swap (each a "Forward
Sale"), (ii) the purchase of put options on U.S. Treasury Securities (a "Put
Options Purchase"), (iii) a Put Options Purchase in combination with the sale of
call options on U.S. Treasury Securities (a "Zero Cost Collar"), (iv)
transactions involving the purchase or sale, including short sales, of U.S.
Treasury Securities, or (v) some combination of a Forward Sale, Put Options
Purchase, Zero Cost Collar and/or other derivative or cash transactions,
including, but not limited to structured notes, caps and collars, appropriate
for the Anticipatory Hedges.

     The Applicants state they will comply with Statement of Financial
Accounting Standards ("SFAS") 133 ("Accounting for Derivative Instruments and
Hedging Activities"), SFAS 138 ("Accounting for Certain Derivative Instruments
and Certain Hedging Activities") and SFAS 149 ("Amendment of Statement 133 on
Derivative Instruments and Hedging Activities") or other standards relating to
accounting for derivative transactions as are adopted and implemented by the
Financial Accounting Standards Board ("FASB"). The Applicants represent that
each Interest Rate Hedge and each Anticipatory Hedge will qualify for hedge
accounting treatment under the current FASB standards in effect and as
determined as of the date such Interest Rate Hedge or Anticipatory Hedge is
entered into. The Applicants state they also will comply with any future FASB
financial disclosure requirements associated with hedging transactions.

     Fees, commissions and other amounts payable to the counterparty or exchange
(excluding, however, the swap or option payments) in connection with an interest
rate risk management arrangements will not exceed those generally obtainable in
competitive markets for parties of comparable credit quality.

     Applicants indicated that they are requesting the proposed authority in
order to be able to more efficiently and flexibly manage their financial risk
using techniques commonly used by utility holding company systems.

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