UNITIL CORP — Director's Dealing 2009

Feb 9, 2009

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: UNITIL CORP (UTL)
CIK: 0000755001
Period of Report: 2008-12-31

Reporting Person: TENNEY CHARLES H III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-04	Common stock, no par value	J	245.000	$22.440	Acquired	4624.000	Direct
2008-06-30	Common stock, no par value	J	174.881	$27.550	Acquired	0	Indirect
2008-12-22	Common stock, no par value	J	187.757	$19.750	Disposed	0	Indirect
2008-12-31	Common stock, no par value	J	113.917	$25.14	Acquired	1220.160	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock, no par value	81132.333	Indirect

Footnotes

F1: Shares were purchased on my behalf by Unitil Corporation and transferred into my name in connection with the stock portion of my annual Retainer Fee received as a Director of the Company.

F2: Shares were purchased between April 11 - June 30, 2008 at an average price of $27.55 under the terms and conditions of the Unitil Corporation Tax Deferred Savings and Investment Plan.

F3: Required 2008 distribution pursuent to the Unitil Corporation Tax Deferred Savings and Investment Plan.

F4: Shares were purchased between July 1 - December 31, 2008 at an average price of $25.14 under the terms and conditions of the Unitil Corporation Tax Deferred Savings and Investment Plan.

F5: Shares are held in trust under the terms of the Unitil Corporation Tax Deferred Savings and Investment Plan.

F6: This total includes: The Charles H. Tenney, III 1995 Trust 71,493.000, The Tenney Trust 7,377.833 and the Trust under the will of Charles H. Tenney 2,261.500.

F7: Shares are held in trust under the terms of the Unitil Corporation Tax Deferred Savings and Investment Plan.