DF 98-119
                                     
                     Exeter & Hampton Electric Company
                                     
                Petition for Authority to Issue Securities
                                     
             Order Nisi Approving Petition to Issue Securities
                                     
                          O R D E R  N O. 22,988
                                     
                               July 24, 1998

         On July 1, 1998, the Petitioner, Exeter & Hampton
Electric Company (E & H or Company), filed a petition with the
     New Hampshire Public Utilities Commission (Commission) for
     authorization to issue securities pursuant to RSA 369, including
     the mortgaging of the Company's present and future property,
     tangible and intangible, including franchises, as security.  E &
     H proposes to issue and sell First Mortgage Bonds, Series L,
     (Bonds) in an amount up to $10,000,000 to an institutional
     investor, namely Allstate Insurance Company, for a thirty year
     term at an interest rate not to exceed 6.96%.  In addition, prior
     to the issuance and sale of the bonds, E & H will receive
     $1,250,000 of capital contribution from its parent, Unitil
     Corporation.
         The Bonds are to be issued under a Supplemental
     Indenture supplementing the Company's existing Indenture of
     Mortgage and Deed of Trust to Old Colony Trust Company, Trustee
     (to which State Street Bank and Trust Company is successor
     Trustee), dated as of December 1, 1952, as heretofore
     supplemented by existing First, Second, Third, Fourth, Fifth,
     Sixth, Seventh, Eighth, Ninth and Tenth Supplemental Indentures
     as well as by a further proposed Eleventh Supplemental Indenture
     to be given incident to the issue of the Bonds.  The Company
     proposes to use the net proceeds to be derived from the issuance
     and sale of the Bonds: (1) to pay off outstanding short-term
     indebtedness incurred for additions, extensions and betterments
     to the Company's property, plant and equipment, in the amount of
     approximately $6,350,000; (2) to redeem $700,000 principal amount
     outstanding of First Mortgage Bonds, Series H, 8.50%, and
     $4,000,000 principal amount outstanding of First Mortgage Bonds,
     Series J, 9.43%, including a $500,000 sinking fund payment on
     such Series J Bonds, due prior to the financing; (3) to defray
     the costs and expense of the financing and redemption
     contemplated in this Petition; and (4) to finance future
     expenditures for additions, extensions, and betterments to
     property, plant and equipment.
         The Company has requested that the Commission authorize
     the costs associated with the redemption of the First Mortgage
     Bonds, Series H and Series J, and the remaining unamortized debt
     expense related to those issues, be incorporated as a portion of
     the cost of the new financing contemplated herein.  This cost is
     estimated at $130,000 which, when combined with the estimated
     costs for the new financing of $70,000, results in a total
     estimated cost of $200,000 to be amortized over the life of the
     proposed new issue.
         We have reviewed the Company's request for
     authorization to issue securities and, after such investigation
     and consideration, are satisfied that the granting of the
     Petition is in the public good.
         Based upon the foregoing, it is hereby 
         ORDERED NISI, that Exeter & Hampton Electric Company is
     hereby authorized, pursuant to RSA 369, to issue and sell
     $10,000,000 of First Mortgage Bonds, Series L, at an interest
     rate not to exceed 6.96%, for a term not to exceed 30 years, such
     Bonds to be sold to Allstate Insurance Company under a
     Supplemental Indenture to the Company's existing Indenture of
     Mortgage and Deed of Trust; and it is 
         FURTHER ORDERED, that E & H is authorized to mortgage
     its present and future property, tangible and intangible,
     including franchises, as security for the Bonds to be issued; and
     it is
         FURTHER ORDERED, that the proceeds from the sale of
     said Bonds and from the capital contribution from Unitil
     Corporation be used solely for the purposes described in this
     Order; and it is
         FURTHER ORDERED, that the Company is authorized to
     recover as a portion of the cost of this new financing the costs
     associated with the redemption of the First Mortgage Bonds,
     Series H and J, and the remaining unamortized debt expense
     related to those issues; and it is
         FURTHER ORDERED, that on January 1 and July 1 of each
     year the Company shall file with this Commission a detailed
     statement, duly sworn by its Treasurer, showing the disposition
     of the proceeds of its financing activities until the whole of
     such proceeds have been fully accounted for; 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 July 31, 1998 and to be documented by affidavit filed
     with this office on or before August 7, 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 August 14, 1998; and
     it is
         FURTHER ORDERED, that any party interested in
     responding to such comments or request for hearing shall do so no
     later than August 21, 1998; and it is
         FURTHER ORDERED, that this Order Nisi shall be
     effective August 24, 1998, unless the Commission provides
     otherwise in a supplemental order issued prior to the effective
     date.
         By order of the Public Utilities Commission of New
     Hampshire this twenty-fourth day of July, 1998.
     
     
                                                                     
        Douglas L. Patch    Bruce B. Ellsworth        Susan S. Geiger
            Chairman           Commissioner            Commissioner
     
     Attested by:
     
     
     
                                     
     Thomas B. Getz
     Executive Director and Secretary