EXHIBIT 4.3

           UNITIL CORPORATION TAX DEFERRED SAVINGS AND INVESTMENT PLAN
                        AMENDMENT NO. 2 TO RESTATED PLAN
                    GENERALLY EFFECTIVE AS OF JANUARY 1, 1997

     WHEREAS,  effective  as of July  1,  1987,  Concord  Electric  Company  Tax
Deferred Savings and Investment Plan,  initially adopted effective as of January
1,  1985 by  Concord  Electric  Company,  a  wholly-owned  subsidiary  of Unitil
Corporation  ("Unitil"),  and the Unitil  Corporation  Tax Deferred  Savings and
Investment Plan,  initially  adopted  effective as of January 1, 1985, by Unitil
Service  Corp.,  also a  wholly-owned  subsidiary  of Unitil,  were  amended and
restated and  consolidated,  under the name of Unitil  Corporation  Tax Deferred
Savings and Investment Plan (the "Plan"); and

     WHEREAS  the Plan was also  adopted by Exeter & Hampton  Electric  Company,
also a  wholly-owned  subsidiary of Unitil,  effective as of January 1, 1989 for
its employees not covered by a collective bargaining agreement, and effective as
of January 1, 1990 for its collective  bargaining unit employees,  and merged as
of such  dates with the  respective  portions  of the Exeter & Hampton  Electric
Company Thrift Savings Plan; and

     WHEREAS  the Plan was also  adopted by  Fitchburg  Gas and  Electric  Light
Company  ("Fitchburg"),  which  had also  become a  wholly-owned  subsidiary  of
Unitil,  effective  as  of  April  29,  1992,  with  respect  to  non-collective
bargaining  employees,  effective  as of May 8,  1992,  and with  respect to its
collective bargaining  employees,  effective as of January 1, 1994, merging with
the Plan as of such  respective  dates  the  Fitchburg  Gas and  Electric  Light
Company  Tax  Deferred  Savings and  Investment  Plan,  covering  non-collective
bargaining employees, and the Fitchburg Gas and Electric Light Company Union Tax
Deferred Savings and Investment Plan, covering collective  bargaining employees;
and

     WHEREAS the Plan was most  recently  amended and restated by an  instrument
dated December 23, 1994,  generally  effective as of January 1, 1989, in part to
comply  with  the  provisions  of the  Tax  Reform  Act of 1986  and  subsequent
legislation and related  regulations,  and further amended by an Amendment No. 1
to Restated Plan thereto, dated July 1, 1996; and

     WHEREAS  the  current  Trustee  under  the Plan is Putnam  Fiduciary  Trust
Company under a Trust Agreement originally dated May 16, 1996; and

     WHEREAS  each of said  corporations  desires  to  further  amend  the Plan,
effective as of July 1, 1998, to increase the limit any participant may annually
elect to  contribute  to the Plan  from 12  percent  to 15  percent  of  his/her
compensation and, generally effective as of January 1, 1997, to conform the Plan
to the  requirements  of the Small Business Job Protection Act of 1996,  Uruguay
Round Agreements Act, Uniformed Services  Employment and Reemployment Rights Act
of 1994, and Taxpayers Relief Act of 1997 and the regulations and other guidance
thereunder;

     NOW, THEREFORE, by execution of this instrument,  each of said corporations
hereby amends,  effective,  except as  specifically  otherwise  provided,  as of
January 1, 1997, the Plan, as most recently restated and amended, as follows:

     1. By deleting in its  entirety  the last full  paragraph  of Section  1.06
thereof.




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     2. By deleting the words "of a type historically  performed by employees in
the business  field of the recipient  employer" from the end of the next to last
sentence of the first  paragraph of Section 1.09  thereof and by  inserting,  in
lieu of said  words so  deleted,  the new words  "performed  under  the  primary
direction  and control of the  recipient"  and by changing  the  reference  from
"section   402(a)(8),   section   402(h)"   to   "section   402(e)(3),   section
402(h)(1)(B),"  instead,  in the last  paragraph of said Section 1.09 and in the
first full paragraph of Section 3.06(b).

     3. By deleting in its entirety Section 1.16 therefrom and by inserting,  in
lieu of said Section so deleted, the following new Section 1.16:

     "1.16 Highly Compensated Employee.

          Highly  Compensated  Employee'  means  any  Employee  who:  (1)  was a
          5-percent  owner at any time during the year or the preceding year, or
          (2) for the  preceding  year had  compensation  from the  Employer  in
          excess of  $80,000  and was in the top- paid  group for the  preceding
          year.  The $80,000 amount is adjusted at the same time and in the same
          manner  as under  section  415(d) of the  Code,  except  that the base
          period is the calendar quarter ending September 30, 1996.

          For  this  purpose  the  applicable  year  of the  Plan  for  which  a
          determination  is being  made is called a  determination  year and the
          preceding 12-month period is called a look-back year.

          For this purpose any  Employee is in the  top-paid  group of Employees
          for any year if such Employee is in the group consisting of the top 20
          percent of the Employees when ranked on the basis of compensation paid
          during such year.

          A  'Highly   Compensated  Former  Employee'  is  based  on  the  rules
          applicable to determining  highly  compensated  employee  status as in
          effect for that  determination  year,  in  accordance  with  temporary
          Treasury  Regulation  section  1.414(q)-1T,  A-4 and Internal  Revenue
          Service Notice 97-75.

          In determining  whether an Employee is a Highly  Compensated  Employee
          for 1997, the amendments to section 414(q) stated above are treated as
          having been in effect for 1996."

     4.  Effective as of July 1, 1998,  by deleting the words "12 percent"  from
the next to last sentence of Section 2.02 thereof and inserting, in lieu of said
words so deleted, the new words "15 percent."

     5. By deleting in its entirety the second full paragraph of Section 3.06(d)
thereof and by inserting,  in lieu of said  paragraph so deleted,  the following
new paragraph:

          "If distribution becomes necessary,  such excess contributions and any
          allocable  income  will be first  applied  to the  Highly  Compensated

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          Employees  with the  largest  amounts of Pay  Reduction  Contributions
          pursuant to Section 2.02 for the Plan Year in which the excess  arose,
          beginning with the Highly Compensated Employee with the largest amount
          of such Pay  Reduction  Contributions  pursuant  to  Section  2.02 and
          continuing  in  descending  order until all such excess  contributions
          have been allocated.  For the purposes of the preceding sentence,  the
          'largest amount' is determined  after  distribution of any such excess
          contributions."

     6. By deleting in its entirety the second full paragraph of Section 3.06(e)
thereof and by inserting,  in lieu of said  paragraph so deleted,  the following
new paragraph:

          "If   distribution   becomes   necessary,    such   excess   aggregate
          contributions  and any  allocable  income will be first applied to the
          Highly  Compensated  Employees  with the largest  amounts of aggregate
          contributions of Employee  Contributions  pursuant to Section 2.02 and
          Employer Matching  Contributions pursuant to Section 3.04 for the Plan
          Year in which the excess arose,  beginning with the Highly Compensated
          Employee with the largest amount of such aggregate  contributions  and
          continuing  in  descending  order  until  all  such  excess  aggregate
          contributions  have been allocated.  For the purposes of the preceding
          sentence, the 'largest amount' is determined after distribution of any
          such excess aggregate contributions."

     7.  Effective as of January 1, 1998,  by deleting in its entirety the first
full  paragraph  of  Section  8.04  thereof  and by  inserting,  in lieu of said
paragraph so deleted, the following new paragraph:

          "Notwithstanding  the  provisions  of this  Article  VIII  (other than
          Section 8.07), if a  Participant's  vested Account balance exceeds (or
          at the time of any  prior  distribution  (1) in Plan  Years  beginning
          before August 6, 1997,  exceeded $3,500 or (2) in Plan Years beginning
          after August 5, 1997,  exceeded)  $5,000,  it shall not be immediately
          distributable   without   such   Participant's   consent   before  the
          Participant has reached his Normal Retirement Age."

     8. By deleting the first full  sentence of Section  8.07(a)  thereof and by
inserting, in lieu of said sentence so deleted, the following new sentence:

          "A  Participant's  benefits  shall be distributed to him no later than
          the later of the April 1st of the calendar year following the calendar
          year in which the  Participant  attains age 70-1/2 or retires,  except
          that benefits shall be distributed to a 5-percent  owner (as described
          in section  416(i) of the Code) by the April 1st of the calendar  year
          following  the  calendar  year in which the  Participant  attains  age
          70-1/2."

     9. Effective as of January 1, 1998, by inserting at the end of Section 9.02
thereof the following new Subsection (h):


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          "(h) Notwithstanding  anything herein to the contrary, loan repayments
          shall be suspended under the Plan as permitted under section 414(u) of
          the Code."

     10.  Effective as of December 12, 1994, by  renumbering  Sections 14.06 and
14.07  thereof and  Sections  14.07 and 14.08,  respectively,  and by  inserting
immediately prior thereto the following new Section 14.06:

     "14.06 Qualified Military Service.

          Notwithstanding  anything  herein  to  the  contrary,   contributions,
          benefits and service credit with respect to qualified military service
          will be provided in accordance with section 414(u) of the Code."

     IN WITNESS WHEREOF, said Unitil Corporation,  Unitil Service Corp., Concord
Electric  Company,  Exeter & Hampton  Electric  Company,  and  Fitchburg Gas and
Electric  Light  Company have each caused this  instrument  to be executed as of
this 7th day of July,1998.

CORPORATE SEAL                                  UNITIL CORPORATION

       Attest:
By: /s/ Mark H. Collin                          By: /s/ Robert G. Schoenberger
    ------------------                              --------------------------
       Its Secretary and Treasurer                     Its Chairman and CEO
CORPORATE SEAL                                  UNITIL SERVICE CORP.

       Attest:
By: /s/ Sandra L. Whitney                       By:  /s/ Robert G. Schoenberger
    ---------------------                            --------------------------
       Its Secretary                                   Its President
CORPORATE SEAL                                  CONCORD ELECTRIC COMPANY

       Attest:
By: /s/ Sandra L. Whitney                       By: /s/ Michael J. Dalton
    ---------------------                           ---------------------
       Its Secretary                                   Its President
CORPORATE SEAL                                  EXETER & HAMPTON ELECTRIC
                                                COMPANY

       Attest:
By: /s/ Sandra L. Whitney

       Its Secretary                            By: /s/ Michael J. Dalton
                                                    ---------------------
                                                       Its President

CORPORATE SEAL                                  FITCHBURG GAS AND ELECTRIC
                                                LIGHT COMPANY
       Attest:
By: /s/ Sandra L. Whitney

       Its Assistant Clerk                      By: /s/ Michael J. Dalton
                                                    ---------------------
                                                       Its President

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