DF 98-090
                       PENNICHUCK WATER WORKS, INC.
                   Petition for Authority to Issue and 
                      Sell $450,000 of Unsecured Debt
                      Order Nisi Approving Financing 
                          O R D E R  N O.  22,959
                               June 22, 1998

         The Petitioner, Pennichuck Water Works, Inc. (PWW or
the Company), is a public utility engaged in the distribution and
sale of water in and about the City of Nashua and portions of the
Towns of Merrimack, Milford, Amherst, Hollis, Derry, Epping,
Bedford and Plaistow, New Hampshire.  On May 22, 1998, PWW filed
     a petition seeking authorization to issue and sell unsecured debt
     securities in the amount of $445,000.  The proceeds will be used
     to develop and construct additional wells and storage facilities
     in the East Derry and Hubbard Hill Community Water Systems to
     accommodate current supply deficiencies and projected increases
     in water demand.  
         The Company has filed an application with the New
     Hampshire Department of Environmental Services (NHDES) State
     Revolving Loan Fund (SRF) for the projects.  The East Derry and
     Hubbard Hill Community Water Systems are included on the State's
     FY97 Drinking Water State Revolving Loan Priority List.  The
     financing will be for 20 years at a fixed annual rate of 4.216%.
     PWW will be required to provide the State of New Hampshire with
     security for these borrowings in the form of a collateral
     assignment of its East Derry and Hubbard Hill receipts.
         Based upon Staff's review, we find the proposed
     financing and use of the proceeds to be prudent and in the public
     interest.  We hereby instruct PWW to forward the final terms of
     the financing to the Commission as soon as they are available.
         Based upon the foregoing, it is hereby 
         ORDERED NISI, that pursuant to RSA 369, PWW is
     authorized to borrow up to $445,000 under the terms and
     conditions set forth above; and it is
         FURTHER ORDERED, that PWW submit the final terms and
     conditions of the financing to the Commission as soon as they are
     available; and it is    
         FURTHER ORDERED, that pursuant to N.H. Admin. Rules,
     Puc 1604.03 or Puc 1605.03, the Petitioner shall cause a copy of
     this Order Nisi to be published once in a statewide newspaper of
     general circulation or of circulation in those portions of the
     state where operations are conducted, such publication to be no
     later than June 29, 1998 and to be documented by affidavit filed
     with this office on or before July 6, 1998; and it is
         FURTHER ORDERED, that all persons interested in
     responding to this petition be notified that they may submit
     their comments or file a written request for a hearing on this
     matter before the Commission no later than July 13, 1998; and it
         FURTHER ORDERED, that any party interested in
     responding to such comments or request for hearing shall do so no
     later than July 20, 1998; and it is
         FURTHER ORDERED, that this Order Nisi shall be
     effective July 22, 1998, unless the Commission provides otherwise
     in a supplemental order issued prior to the effective date; and
     it is
         By order of the Public Utilities Commission of New
     Hampshire this twenty-second day of June, 1998.
        Douglas L. Patch    Bruce B. Ellsworth        Susan S. Geiger
            Chairman           Commissioner            Commissioner
     Attested by:
     Claire D. DiCicco
     Assistant Secretary