As filed with the Securities and Exchange Commission on March 4, 1999.

                                                         Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                    --------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                                 --------------

                               UNITIL CORPORATION
             (Exact name of registrant as specified in its charter)

          New Hampshire                                  02-0381573
 (State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                       Identification No.)

                   6 Liberty Lane West, Hampton, New Hampshire
                  03842 (Address of principal executive office,
                               including zip code)
                               ------------------



                               UNITIL CORPORATION
                             1998 STOCK OPTION PLAN
                            (Full title of the plan)




                             Anthony J. Baratta, Jr.
                            Senior Vice President and
                             Chief Financial Officer
                               UNITIL CORPORATION
                               6 Liberty Lane West
                          Hampton, New Hampshire 03842
                                 (603) 772-0775
           (Name, address, and telephone number, including area code,
                             of agent for service)



                                   Copies to:
                             David S. Balabon, Esq.
                     LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
                               260 Franklin Street
                           Boston, Massachusetts 02110
                                 (617) 439-9500


                               ------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                          Proposed                Proposed
           Title of                 Amount to             maximum                 maximum              Amount of
           securities                   be             offering price        aggregate offering       registration
       to be registered            registered1           per share2                price2                 fee

<S>                               <C>                    <C>                    <C>                    <C> 
Common Stock,                         350,000              $22.875                 $8,006,250            $2,225.74
no par value                          shares
===============================  ================  ======================  ======================  ==================
</TABLE>

1    In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
     Registration  Statement also covers any additional securities to be offered
     or issued in  connection  with a stock  split,  stock  dividend  or similar
     transaction.

2    Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h)  under the  Securities  Act of 1933 on the basis of
     the  average of the high and low prices of the Common  Stock as reported by
     the American Stock Exchange on February 25, 1999, which date is within five
     (5) business days of the filing hereof.





<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents,  which have  heretofore  been filed by Unitil
Corporation  (the  "Company")  with the Securities and Exchange  Commission (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"1934  Act"),  are  hereby   incorporated  by  reference  in  this  Registration
Statement:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.

         (b) The Company's  Quarterly Report on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998.

         (c) The Company's  Current Report on Form 8-K filed with the Commission
on January 29, 1999.

         (d) The  description  of the  Company's  Common Stock  contained in the
Company's  Registration Statement on Form 8-A dated February 6, 1985, filed with
the  Commission  pursuant to Section 12 of the 1934 Act,  and any  amendment  or
report filed with the Commission for the purpose of updating such description.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act,  prior to the
filing of a post-effective  amendment that indicates that all securities offered
hereby have been sold or that deregisters all securities then remaining  unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         No material interests.

Item 6.  Indemnification of Directors and Officers.

         The Company is organized  under the laws of the State of New Hampshire.
The  New  Hampshire  Business  Corporation  Act  (the  "Act")  provides  that  a
corporation may indemnify an individual made a party to a proceeding  because he
is or was a  director,  officer,  employee or agent of the  corporation  against
liability incurred in the proceeding if: (1) he conducted himself in good faith;
and (2) he  reasonably  believed  (i) in the  case of  conduct  in his  official
capacity with



                                       -2-

<PAGE>



the  corporation,  that his conduct was in its best  interests;  and (ii) in all
other  cases,  that his conduct was at least not opposed to its best  interests;
and (3) in the case of any criminal  proceeding,  he had no reasonable  cause to
believe his conduct was unlawful. A corporation may not indemnify a director (x)
in connection  with a proceeding by or in the right of the  corporation in which
the director was adjudged liable to the  corporation;  or (y) in connection with
any other proceeding  charging  improper personal benefit to him, whether or not
involving  action in his official  capacity,  in which he was adjudged liable on
the basis that personal  benefit was improperly  received by him. Unless limited
by its articles of  incorporation,  a corporation  shall indemnify a director or
officer who was wholly successful, on the merits or otherwise, in the defense of
any  proceeding  to  which he was a party  because  he is or was a  director  or
officer  of the  corporation  against  reasonable  expenses  incurred  by him in
connection  with  the  proceeding.  A  corporation  may  purchase  and  maintain
insurance  on  behalf  of an  individual  who  is or  was a  director,  officer,
employee,  or agent  of the  corporation,  or who,  while a  director,  officer,
employee  or agent of the  corporation,  is or was serving at the request of the
corporation as a director,  officer,  partner,  trustee,  employee,  or agent of
another  foreign or domestic  corporation,  partnership,  joint venture,  trust,
employee benefit plan, or other enterprise,  against liability  asserted against
or  incurred by him in that  capacity or arising  from his status as a director,
officer,  employee, or agent, whether or not the corporation would have power to
indemnify him against the same liability under the Act.

         Article X of the  Company's  By-Laws  provides  that the Company  shall
indemnify  any person who was or is a party or is threatened to be made a party,
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil,  criminal,  administrative  or  investigative,  by reason of the person's
having served as, or by reason of the person's  alleged acts or omissions  while
serving as a  director,  officer,  employee  or agent of the  Company,  or while
serving at the request of the Company as a director,  officer, employee or agent
of another corporation,  partnership,  joint venture, trust or other enterprise,
against expenses,  including attorney's fees, judgments,  fines and amounts paid
in settlement or otherwise actually and reasonably incurred by him in connection
with the action, suit or proceeding,  if the person acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the Company,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful, said indemnification to be
to the full extent permitted by law under the circumstances,  including, without
limitation,  by all applicable  provisions of the Act. Any indemnification under
this  Article  shall be made by the Company  with  respect to Directors or other
persons  after a  determination  that the person to be  indemnified  has met the
standards of conduct set forth in the Act, such  determination to be made by the
Board of Directors, by majority vote of a quorum, or by other persons authorized
to make such a determination under the Act.

         The right of indemnification  arising under this Article is adopted for
the  purpose of  inducing  persons to serve and to continue to serve the Company
without  concern that their service may expose them to personal  financial harm.
It shall be broadly construed, applied and implemented in light of this purpose.
It shall  not be  exclusive  of any  other  right to which  any such  person  is
entitled  under  any  agreement,  vote  of  the  stockholders  or the  Board  of
Directors,  statute,  or as a  matter  of law,  or  otherwise,  nor  shall it be
construed to limit or confine in any



                                       -3-

<PAGE>



respect the power of the Board of Directors to grant  indemnity  pursuant to any
applicable  statutes or laws of the State of New  Hampshire.  The  provisions of
this Article are  separable,  and, if any provision or portion  hereof shall for
any reason be held inapplicable,  illegal or ineffective,  this shall not affect
any other right of indemnification  existing under this Article or otherwise. As
used herein,  the term "person"  includes heirs,  executors,  administrators  or
other legal representatives.  As used herein, the terms "Director" and "officer"
include  persons  elected or  appointed  as officers by the Board of  Directors,
persons  elected as Directors by the  stockholders or by the Board of Directors,
and persons  who serve by vote or at the  request of the  Company as  directors,
officers or trustees of another organization in which the Company has any direct
or indirect interest as a shareholder, creditor or otherwise.

         The Company may purchase and maintain insurance on behalf of any person
who was or is a  Director,  officer  or  employee  of the  Company or any of its
subsidiaries,  or who was or is  serving  at the  request  of the  Company  as a
fiduciary of any employee benefit plan of the Company or any subsidiary, against
any  liability  asserted  against,  and  incurred  by,  such  person in any such
capacity,  or arising out of such  person's  status as such,  whether or not the
Company  would have the power to indemnify  such person  against such  liability
under the  provisions of the Act. The obligation to indemnify and reimburse such
person under this Article, if applicable,  shall be reduced by the amount of any
such  insurance  proceeds  paid  to  such  person,  or  the  representatives  or
successors of such person.

         The Company  holds a directors  and officers  liability  and  corporate
indemnification policy to protect itself and its directors,  officers, employees
and agents against any expense,  liability or loss, subject to certain limits in
coverage  and  deductibles,  whether or not the Company  would have the power to
indemnify such person against such expense, liability or loss under the Act.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit No.

          4.1  Unitil Corporation 1998 Stock Option Plan.

          4.2  Articles of  Incorporation  of the Company,  as amended (filed as
               Exhibit 3.1 to the Company's Registration Statement on Form S-14,
               No. 2-93769, and incorporated herein by reference).

          4.3  Articles of  Amendment to the  Articles of  Incorporation  of the
               Company  (filed as Exhibit 3.2 to the Company's  Annual Report on
               Form 10-K for the  fiscal  year  ended  December  31,  1992,  and
               incorporated herein by reference).

          4.4  By-Laws of the Company.



                                       -4-

<PAGE>



          5    Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

          23.1 Consent of LeBoeuf,  Lamb, Greene & MacRae,  L.L.P.  (included in
               Exhibit 5).

          23.2 Consent of Grant Thornton LLP.

          24   Power  of  Attorney  (included  in  Part  II  under  the  caption
               "Signatures").

Item 9.  Undertakings.

         (a)   The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post- effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the  Registration  Statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          Registration Statement.

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 and that are incorporated by reference in the Registration Statement.

               (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.




                                       -5-

<PAGE>



               (3)  To  remove from  registration by  means of  a post-effective
amendment  any of the  securities  being  registered  that remain  unsold at the
termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.





                                       -6-

<PAGE>



                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the Town of Hampton,  the State of New Hampshire,  on this
4th day of March, 1999.

                                               UNITIL CORPORATION


                                               By:  /s/ Anthony J. Baratta, Jr.
                                                   Anthony J. Baratta, Jr.
                                                   Senior Vice President and
                                                   Chief Financial Officer






                                       -7-

<PAGE>



     Each person whose signature  appears below constitutes and appoints Anthony
J. Baratta,  Jr. and Mark H. Collin, and each of them  individually,  his or her
true and lawful  attorney-in-fact  and agent with full power of substitution and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments)  to this  Registration  Statement  on Form S-8 to be filed by Unitil
Corporation,  and to file  the  same,  with  all  exhibits  thereto,  and  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys-in-fact  and agents full power and authority to be
done in and about the  premises,  as fully to all intents and  purposes as he or
she might or could do in person,  hereby  ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes,  may lawfully do or cause to
be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.


<TABLE>
<CAPTION>

Signature                                   Title                               Date


<S>                                      <C>                                  <C>
/s/ Michael J. Dalton                       Director, President and             March 4, 1999
--------------------------------            Chief Operating Officer 
Michael J. Dalton               


/s/ Bruce W. Keough                         Director                            March 4, 1999
-------------------------------- 
Bruce W. Keough


/s/ Douglas K. Macdonald                    Director                            March 4, 1999
--------------------------------
Douglas K. Macdonald


/s/ M. Brian O'Shaughnessy                  Director                            March 4, 1999
--------------------------------
M. Brian O'Shaughnessy


/s/ J. Parker Rice, Jr.                     Director                            March 4, 1999
--------------------------------
J. Parker Rice, Jr.





                                       -8-

<PAGE>




Signature                                   Title                               Date

                                            Director, Chairman of the
/s/ Robert G. Schoenberger                  Board and Chief Executive           March 4, 1999
------------------------------              Officer
Robert G. Schoenberger     


/s/ Charles H. Tenney, II                   Director                            March 4, 1999
------------------------------
Charles H. Tenney, II


/s/ Charles H. Tenney, III                  Director                            March 4, 1999
------------------------------
Charles H. Tenney, III


/s/ William W. Treat                        Director                            March 4, 1999
------------------------------
William W. Treat


/s/ W. William VanderWolk, Jr.              Director                            March 4, 1999
------------------------------
W. William VanderWolk, Jr.


/s/ Joan D. Wheeler                         Director                            March 4, 1999
------------------------------
Joan D. Wheeler


/s/ Franklin Wyman, Jr.                     Director                            March 4, 1999
------------------------------
Franklin Wyman, Jr.



/s/ Ross B. George                          Director                            March 4, 1999
------------------------------
Ross B. George



/s/ Albert H. Elfner, III                   Director                            March 4, 1999
------------------------------
Albert H. Elfner, III

</TABLE>


                                       -9-

<PAGE>



                                  EXHIBIT INDEX


Exhibit
  No.             Title of  Exhibit


4.1               Unitil Corporation 1998 Stock Option Plan.

4.2               Articles of Incorporation of the Company, as
                  amended (filed as Exhibit 3.1 to the Company's
                  Registration Statement on Form S-14, No. 2-93769,
                  and incorporated herein by reference).

4.3               Articles of Amendment to the Articles of Incorporation
                  of the Company (filed as Exhibit 3.2 to the Company's
                  Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1992, and incorporated herein by reference).

4.4               By-Laws of the Company.

5                 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

23.1              Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                  (included in Exhibit 5).

23.2              Consent of Grant Thornton LLP.

24                Power of Attorney (included in Part II under the caption
                  "Signatures").





                                      -10-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24270}]
{"company-data": {"conformed-name": "UNITIL CORP", "cik": "0000755001", "assigned-sic": "4931", "irs-number": "020381573", "state-of-incorporation": "NH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73327", "film-number": "99557044"}, "business-address": {"street1": "6 LIBERTY LAND WEST", "city": "HAMPTON", "state": "NH", "zip": "03842", "phone": "6037720775"}}
As filed with the Securities and Exchange Commission on March 4, 1999.

                                                         Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                    --------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                                 --------------

                               UNITIL CORPORATION
             (Exact name of registrant as specified in its charter)

          New Hampshire                                  02-0381573
 (State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                       Identification No.)

                   6 Liberty Lane West, Hampton, New Hampshire
                  03842 (Address of principal executive office,
                               including zip code)
                               ------------------

                               UNITIL CORPORATION
                             1998 STOCK OPTION PLAN
                            (Full title of the plan)

                             Anthony J. Baratta, Jr.
                            Senior Vice President and
                             Chief Financial Officer
                               UNITIL CORPORATION
                               6 Liberty Lane West
                          Hampton, New Hampshire 03842
                                 (603) 772-0775
           (Name, address, and telephone number, including area code,
                             of agent for service)

                                   Copies to:
                             David S. Balabon, Esq.
                     LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
                               260 Franklin Street
                           Boston, Massachusetts 02110
                                 (617) 439-9500

                               ------------------

                         CALCULATION OF REGISTRATION FEE
Proposed                Proposed
           Title of                 Amount to             maximum                 maximum              Amount of
           securities                   be             offering price        aggregate offering       registration
       to be registered            registered1           per share2                price2                 fee
Common Stock,                         350,000              $22.875                 $8,006,250            $2,225.74
no par value                          shares
===============================  ================  ======================  ======================  ==================
1    In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
     Registration  Statement also covers any additional securities to be offered
     or issued in  connection  with a stock  split,  stock  dividend  or similar
     transaction.

2    Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h)  under the  Securities  Act of 1933 on the basis of
     the  average of the high and low prices of the Common  Stock as reported by
     the American Stock Exchange on February 25, 1999, which date is within five
     (5) business days of the filing hereof.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents,  which have  heretofore  been filed by Unitil
Corporation  (the  "Company")  with the Securities and Exchange  Commission (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"1934  Act"),  are  hereby   incorporated  by  reference  in  this  Registration
Statement:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.

         (b) The Company's  Quarterly Report on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998.

         (c) The Company's  Current Report on Form 8-K filed with the Commission
on January 29, 1999.

         (d) The  description  of the  Company's  Common Stock  contained in the
Company's  Registration Statement on Form 8-A dated February 6, 1985, filed with
the  Commission  pursuant to Section 12 of the 1934 Act,  and any  amendment  or
report filed with the Commission for the purpose of updating such description.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act,  prior to the
filing of a post-effective  amendment that indicates that all securities offered
hereby have been sold or that deregisters all securities then remaining  unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         No material interests.

Item 6.  Indemnification of Directors and Officers.

         The Company is organized  under the laws of the State of New Hampshire.
The  New  Hampshire  Business  Corporation  Act  (the  "Act")  provides  that  a
corporation may indemnify an individual made a party to a proceeding  because he
is or was a  director,  officer,  employee or agent of the  corporation  against
liability incurred in the proceeding if: (1) he conducted himself in good faith;
and (2) he  reasonably  believed  (i) in the  case of  conduct  in his  official
capacity with

                                       -2-
the  corporation,  that his conduct was in its best  interests;  and (ii) in all
other  cases,  that his conduct was at least not opposed to its best  interests;
and (3) in the case of any criminal  proceeding,  he had no reasonable  cause to
believe his conduct was unlawful. A corporation may not indemnify a director (x)
in connection  with a proceeding by or in the right of the  corporation in which
the director was adjudged liable to the  corporation;  or (y) in connection with
any other proceeding  charging  improper personal benefit to him, whether or not
involving  action in his official  capacity,  in which he was adjudged liable on
the basis that personal  benefit was improperly  received by him. Unless limited
by its articles of  incorporation,  a corporation  shall indemnify a director or
officer who was wholly successful, on the merits or otherwise, in the defense of
any  proceeding  to  which he was a party  because  he is or was a  director  or
officer  of the  corporation  against  reasonable  expenses  incurred  by him in
connection  with  the  proceeding.  A  corporation  may  purchase  and  maintain
insurance  on  behalf  of an  individual  who  is or  was a  director,  officer,
employee,  or agent  of the  corporation,  or who,  while a  director,  officer,
employee  or agent of the  corporation,  is or was serving at the request of the
corporation as a director,  officer,  partner,  trustee,  employee,  or agent of
another  foreign or domestic  corporation,  partnership,  joint venture,  trust,
employee benefit plan, or other enterprise,  against liability  asserted against
or  incurred by him in that  capacity or arising  from his status as a director,
officer,  employee, or agent, whether or not the corporation would have power to
indemnify him against the same liability under the Act.

         Article X of the  Company's  By-Laws  provides  that the Company  shall
indemnify  any person who was or is a party or is threatened to be made a party,
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil,  criminal,  administrative  or  investigative,  by reason of the person's
having served as, or by reason of the person's  alleged acts or omissions  while
serving as a  director,  officer,  employee  or agent of the  Company,  or while
serving at the request of the Company as a director,  officer, employee or agent
of another corporation,  partnership,  joint venture, trust or other enterprise,
against expenses,  including attorney's fees, judgments,  fines and amounts paid
in settlement or otherwise actually and reasonably incurred by him in connection
with the action, suit or proceeding,  if the person acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the Company,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful, said indemnification to be
to the full extent permitted by law under the circumstances,  including, without
limitation,  by all applicable  provisions of the Act. Any indemnification under
this  Article  shall be made by the Company  with  respect to Directors or other
persons  after a  determination  that the person to be  indemnified  has met the
standards of conduct set forth in the Act, such  determination to be made by the
Board of Directors, by majority vote of a quorum, or by other persons authorized
to make such a determination under the Act.

         The right of indemnification  arising under this Article is adopted for
the  purpose of  inducing  persons to serve and to continue to serve the Company
without  concern that their service may expose them to personal  financial harm.
It shall be broadly construed, applied and implemented in light of this purpose.
It shall  not be  exclusive  of any  other  right to which  any such  person  is
entitled  under  any  agreement,  vote  of  the  stockholders  or the  Board  of
Directors,  statute,  or as a  matter  of law,  or  otherwise,  nor  shall it be
construed to limit or confine in any

                                       -3-
respect the power of the Board of Directors to grant  indemnity  pursuant to any
applicable  statutes or laws of the State of New  Hampshire.  The  provisions of
this Article are  separable,  and, if any provision or portion  hereof shall for
any reason be held inapplicable,  illegal or ineffective,  this shall not affect
any other right of indemnification  existing under this Article or otherwise. As
used herein,  the term "person"  includes heirs,  executors,  administrators  or
other legal representatives.  As used herein, the terms "Director" and "officer"
include  persons  elected or  appointed  as officers by the Board of  Directors,
persons  elected as Directors by the  stockholders or by the Board of Directors,
and persons  who serve by vote or at the  request of the  Company as  directors,
officers or trustees of another organization in which the Company has any direct
or indirect interest as a shareholder, creditor or otherwise.

         The Company may purchase and maintain insurance on behalf of any person
who was or is a  Director,  officer  or  employee  of the  Company or any of its
subsidiaries,  or who was or is  serving  at the  request  of the  Company  as a
fiduciary of any employee benefit plan of the Company or any subsidiary, against
any  liability  asserted  against,  and  incurred  by,  such  person in any such
capacity,  or arising out of such  person's  status as such,  whether or not the
Company  would have the power to indemnify  such person  against such  liability
under the  provisions of the Act. The obligation to indemnify and reimburse such
person under this Article, if applicable,  shall be reduced by the amount of any
such  insurance  proceeds  paid  to  such  person,  or  the  representatives  or
successors of such person.

         The Company  holds a directors  and officers  liability  and  corporate
indemnification policy to protect itself and its directors,  officers, employees
and agents against any expense,  liability or loss, subject to certain limits in
coverage  and  deductibles,  whether or not the Company  would have the power to
indemnify such person against such expense, liability or loss under the Act.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit No.

          4.1  Unitil Corporation 1998 Stock Option Plan.

          4.2  Articles of  Incorporation  of the Company,  as amended (filed as
               Exhibit 3.1 to the Company's Registration Statement on Form S-14,
               No. 2-93769, and incorporated herein by reference).

          4.3  Articles of  Amendment to the  Articles of  Incorporation  of the
               Company  (filed as Exhibit 3.2 to the Company's  Annual Report on
               Form 10-K for the  fiscal  year  ended  December  31,  1992,  and
               incorporated herein by reference).

          4.4  By-Laws of the Company.

                                       -4-
5    Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

          23.1 Consent of LeBoeuf,  Lamb, Greene & MacRae,  L.L.P.  (included in
               Exhibit 5).

          23.2 Consent of Grant Thornton LLP.

          24   Power  of  Attorney  (included  in  Part  II  under  the  caption
               "Signatures").

Item 9.  Undertakings.

         (a)   The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post- effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the  Registration  Statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          Registration Statement.

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 and that are incorporated by reference in the Registration Statement.

               (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                       -5-
(3)  To  remove from  registration by  means of  a post-effective
amendment  any of the  securities  being  registered  that remain  unsold at the
termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       -6-
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the Town of Hampton,  the State of New Hampshire,  on this
4th day of March, 1999.

                                               UNITIL CORPORATION

                                               By:  /s/ Anthony J. Baratta, Jr.
                                                   Anthony J. Baratta, Jr.
                                                   Senior Vice President and
                                                   Chief Financial Officer

                                       -7-
Each person whose signature  appears below constitutes and appoints Anthony
J. Baratta,  Jr. and Mark H. Collin, and each of them  individually,  his or her
true and lawful  attorney-in-fact  and agent with full power of substitution and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments)  to this  Registration  Statement  on Form S-8 to be filed by Unitil
Corporation,  and to file  the  same,  with  all  exhibits  thereto,  and  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys-in-fact  and agents full power and authority to be
done in and about the  premises,  as fully to all intents and  purposes as he or
she might or could do in person,  hereby  ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes,  may lawfully do or cause to
be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
Signature                                   Title                               Date
/s/ Michael J. Dalton                       Director, President and             March 4, 1999
--------------------------------            Chief Operating Officer 
Michael J. Dalton               

/s/ Bruce W. Keough                         Director                            March 4, 1999
-------------------------------- 
Bruce W. Keough

/s/ Douglas K. Macdonald                    Director                            March 4, 1999
--------------------------------
Douglas K. Macdonald

/s/ M. Brian O'Shaughnessy                  Director                            March 4, 1999
--------------------------------
M. Brian O'Shaughnessy

/s/ J. Parker Rice, Jr.                     Director                            March 4, 1999
--------------------------------
J. Parker Rice, Jr.

                                       -8-
Signature                                   Title                               Date

                                            Director, Chairman of the
/s/ Robert G. Schoenberger                  Board and Chief Executive           March 4, 1999
------------------------------              Officer
Robert G. Schoenberger     

/s/ Charles H. Tenney, II                   Director                            March 4, 1999
------------------------------
Charles H. Tenney, II

/s/ Charles H. Tenney, III                  Director                            March 4, 1999
------------------------------
Charles H. Tenney, III

/s/ William W. Treat                        Director                            March 4, 1999
------------------------------
William W. Treat

/s/ W. William VanderWolk, Jr.              Director                            March 4, 1999
------------------------------
W. William VanderWolk, Jr.

/s/ Joan D. Wheeler                         Director                            March 4, 1999
------------------------------
Joan D. Wheeler

/s/ Franklin Wyman, Jr.                     Director                            March 4, 1999
------------------------------
Franklin Wyman, Jr.

/s/ Ross B. George                          Director                            March 4, 1999
------------------------------
Ross B. George

/s/ Albert H. Elfner, III                   Director                            March 4, 1999
------------------------------
Albert H. Elfner, III
-9-
EXHIBIT INDEX

Exhibit
  No.             Title of  Exhibit

4.1               Unitil Corporation 1998 Stock Option Plan.

4.2               Articles of Incorporation of the Company, as
                  amended (filed as Exhibit 3.1 to the Company's
                  Registration Statement on Form S-14, No. 2-93769,
                  and incorporated herein by reference).

4.3               Articles of Amendment to the Articles of Incorporation
                  of the Company (filed as Exhibit 3.2 to the Company's
                  Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1992, and incorporated herein by reference).

4.4               By-Laws of the Company.

5                 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

23.1              Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                  (included in Exhibit 5).

23.2              Consent of Grant Thornton LLP.

24                Power of Attorney (included in Part II under the caption
                  "Signatures").

                                      -10-