DF 97-225
                   Petition for Approval of Acquisition
                         Order Scheduling Hearing
                         O R D E R   N O.  22,820
                                January 5, 1998
         On October 21, 1997, Pennichuck Corporation
     (Pennichuck) and its subsidiary Pennichuck Water Works, Inc.
     (PWW), a regulated utility in the State of New Hampshire,
     (collectively, the Petitioners) jointly filed with the
     Commission, pursuant to RSA 374:33, a Petition for Approval of
     Acquisition of Capital Stock of Pittsfield Aqueduct Company
     (Pittsfield), which provides water service to a portion of the
     Town of Pittsfield.  Pennichuck would acquire all of the issued
     and outstanding capital stock of Pittsfield and other incidental
     property and rights necessary to continue the uninterrupted
     operation of Pittsfield as a public utility water company. 
     Pittsfield joins in the Petition for the purpose of evidencing
     its consent to the proposed acquisition.  The Agreement is
     conditional upon the Petitioners receiving certain assurances
     from the Commission with respect to rate base, rate of return,
     and level of rates, in particular in relation to benefits granted
     to Pittsfield in Order No. 22,327, issued September 23, 1996 in
     DF 95-016.
         An Order of Notice was issued November 21, 1997 which
     scheduled a prehearing conference for December 8, 1997, ordered
     that Pennichuck publish a copy of the Order of Notice by November
     26, 1997, set deadlines for intervention requests and objections
     thereto, and required the Parties and Commission Staff (Staff) to
     summarize their positions with regard to the filing for the
         At the prehearing conference, in accordance with the
     Order of Notice, Pennichuck, Pittsfield and Staff stated their
     positions with regard to the filing for the record.  In addition,
     Rene Pelletier from the Department of Environmental Services
     explained safe drinking water problems in Pittsfield and
     supported Pennichuck's involvement.
         Pennichuck stated that its acquisition of Pittsfield on
     or before December 31, 1997 was in the public interest, that its
     technical and management expertise in water company operations
     was necessary for the future operation of Pittsfield, that the
     merger would maintain intact the Pittsfield water utility
     franchise and that rates of Pittsfield would not be affected by
     the merger.  Pennichuck asked that the Commission issue an Order
     Nisi approving the merger effective as of December 31, 1997.      
         Pittsfield stated that it had sought possible buyers
     for its water system for approximately a year and that it
     regarded Pennichuck as an extremely qualified prospect whose
     expertise was needed to help it comply with requirements of the
     Safe Drinking Water Act and the NH Department of Environmental
         Staff stated that it was prepared to support the
     proposed merger if Pennichuck and Pittsfield could confirm that
     the $100,000 acquisition premium referred to in the Agreement and
     Plan of Merger would not be collected from Pittsfield ratepayers
     and would not be charged to the Town in its proposed acquisition. 
     On December 12, 1997, Pennichuck filed testimony reporting that
     the acquisition premium was for real estate and other expenses. 
         Also at the prehearing conference, a representative of
     the Town of Pittsfield (Town) presented a letter from the
     selectmen of the Town seeking to intervene in this matter,
     objecting to the proposed merger and to the continuation of the
     rate structure applied to Pittsfield being applied to the entity
     resulting from the proposed merger, and indicating that the Town
     has taken an initial vote pursuant to NH RSA 38 to acquire
     Pittsfield by eminent domain.  The Town's position is that the
     Commission should defer ruling on the proposed merger until an
     additional vote is taken regarding the eminent domain action of
     the Town. 
         We are persuaded that the Town has a sufficient
     interest in the outcome of this proceeding pursuant to RSA 541-A:32 to warrant intervention.  Further, we believe it would be
     inappropriate to make a determination on this petition without an
     evidentiary hearing.  Therefore, we will conduct a hearing on the
     proposed merger on January 21, 1998 at 10:00 A.M.  We deny the
     Town's request that we defer action pending further vote of the
         Based upon the foregoing, it is hereby
         ORDERED, that the Town of Pittsfield is granted
     intervention; and it is
         FURTHER ORDERED, that a hearing on Pennichuck's
     proposed acquisition be held before the Commission located at 8
     Old Suncook Road, Concord, New Hampshire on January 21, 1998 at
     10:00 A.M.
         By order of the Public Utilities Commission of New
     Hampshire this fifth day of January, 1998.
        Douglas L. Patch    Bruce B. Ellsworth        Susan S. Geiger
            Chairman           Commissioner            Commissioner
     Attested by:
     Thomas B. Getz
     Executive Director and Secretary