FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * SCHOENBERGER ROBERT G   2. Issuer Name and Ticker or Trading Symbol UNITIL CORP [UTL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 6 LIBERTY LANE WEST 3. Date of Earliest Transaction (Month/Day/Year) 09/25/2007 (Street) HAMPTON, NH 03842 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock, no par value 09/25/2007   S   3,000 (1) D $ 28.8 0 D   Common stock, no par value 09/25/2007   S   1,440 D $ 28.85 0 D   Common stock, no par value 09/25/2007   S   1,960 D $ 28.88 0 D   Common stock, no par value 09/25/2007   S   200 D $ 28.8801 0 D   Common stock, no par value 09/25/2007   S   2,188 D $ 28.97 0 D   Common stock, no par value 09/25/2007   S   812 D $ 28.9701 0 D   Common stock, no par value 09/25/2007   S   1,500 D $ 29.02 30,404.826 D   Common stock, no par value               3,251.705 (2) I Held in trust.

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non Qualified Stock Option

$ 10.7

09/25/2007

X

11,100

11/03/1998

11/03/2007

Common Stock

11,100 (3)

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SCHOENBERGER ROBERT G 6 LIBERTY LANE WEST HAMPTON, NH 03842	X		Chairman and CEO

Signatures

/s/ Robert G. Schoenberger		09/25/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Unitil Corporation (the "Company") has advised Mr. Schoenberger of (i) his obligation to disgorge any and all profits realized from his sales of the Company's common stock within a period of less than six months of May 7, 2007, the date on which Mr. Schoenberger purchased 1,000 shares of the Company's common stock and (ii) the Company's intent to recover any and all such profits. Mr. Schoenberger is aware of this obligation and has agreed to promptly disgorge any and all such profits.
(2)	Shares are held in trust under the terms of the Unitil Corporation Tax Deferred Savings and Investment Plan.
(3)	Options were granted and exercised under the terms and conditions of the Unitil Corporation Key Employee Stock Option Plan.

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