EXHIBIT 4.2

           UNITIL CORPORATION TAX DEFERRED SAVINGS AND INVESTMENT PLAN

                        AMENDMENT NO. 1 TO RESTATED PLAN

                     GENERALLY EFFECTIVE AS OF JULY 1, 1996


     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

     WHEREAS the current  Trustee  under the Plan is The First  National Bank of
Boston under a Trust Agreement  originally dated June 27, 1987,  effective as of
July 1, 1987; and

     WHEREAS  each of said  corporations  desires  to  further  amend  the Plan,
generally  effective as of July 1, 1996, in part to provide for daily  valuation
of accounts thereunder




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and to change the investment  options,  and in connection  therewith is changing
the recordkeeper and Trustee thereunder;

     NOW, THEREFORE, by execution of this instrument,  each of said corporations
hereby amends, effective,  except as specifically otherwise provided, as of July
1, 1996, the Plan, as most recently amended and restated, as follows:

     1.  Effective as of July 1, 1996,  by changing  each  reference to "UNITIL"
wherever it may appear herein to "Unitil," instead.

     2. By deleting  the first full  sentence  of Section  1.14  therefrom,  and
inserting, in lieu of said sentence so deleted, the following new sentence:

     "'Entry Date' means the first day of each month of each Plan Year."

     3. By  deleting  the  two  full  sentences  of  Section  1.27  thereof  and
inserting,  in  lieu  of  said  sentences  so  deleted,  the  following  two new
sentences:

     "'Valuation   Date'  means  any  of  the  dates  established  by  the  Plan
     Administrator for the valuation of the assets and liabilities of the Trust.
     Valuation Dates shall occur on each day that the New York Stock Exchange is
     open for business."

     4.  Effective as of January 1, 1989, by changing the reference to "December
31, 1987" in the first full  sentence of Section  2.01 thereof to "December  31,
1988," instead.

     5. By deleting the portion of Section 2.02 thereof beginning with the first
full sentence and continuing up to the words "provided,  however," in the second
full sentence and inserting,  in lieu of said portion so deleted,  the following
new language:

     "A  Participant  may elect at any time, by completing and delivering to the
     Plan  Administrator a form approved by it for the purpose,  a percentage of
     his  Compensation (or at his election,  of his  Compensation  excluding any
     overtime pay and  commissions)  to be contributed to the Plan on his behalf
     as a Pay  Reduction  Contribution  and/or  an  Employee  Contribution.  The
     Participant shall specify a whole percentage of either his Compensation (or
     his Compensation excluding overtime and commissions,  as aforesaid) and may
     elect  to  contribute  the  amount  in any  combination  of  Pay  Reduction
     Contributions and Employee Contributions,".

     6. By deleting  the last  sentence of the first  paragraph  of Section 3.02
thereof and  inserting,  in lieu of said sentence so deleted,  the following new
sentence:

          "A modification increasing  contributions may take effect on the first
     day of any month."

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     7. By  deleting  from the third  sentence of the second  paragraph  of said
Section 3.02 the words "any following January 1st or July 1st" and by inserting,
in lieu of said words so deleted, the new words "first day of any month."

     8.  Effective as of January 1, 1987,  by changing the reference to "$8,994"
in the first paragraph of Section 3.06(c) to "7,000," instead.

     9. By deleting  that portion of Section 4.03 thereof  which begins with the
first full sentence and extends through the end, and inserting,  in lieu of said
portion so deleted, the following new language:

     "Investment  directions  shall be furnished by the  Participant to the Plan
     Administrator   except  to  the  extent  such  directions  are  transmitted
     telephonically or otherwise by the Participant directly to the recordkeeper
     under the Plan from time to time selected by the Plan  Administrator  or to
     such recordkeeper's  delegate,  all in accordance with rules and procedures
     established and approved by the Plan Administrator.  Investment  directions
     may be  changed  in a  similar  manner  with  regard  to  future  and  past
     contributions  as of each  Valuation  Date.  Such  directions  or change of
     directions may provide that all future  contributions are to be invested in
     one fund or  split  among  any of the  funds  in any  multiple  of five (5)
     percent.  Such  directions  or  change  of  directions  may  also or in the
     alternative provide that all existing Account balances of a Participant may
     be  transferred  out of one  fund  and  into  another  fund or funds in any
     multiple of five (5) percent.  In the event a Participant  does not make an
     election as to the investment of the contributions made on his behalf, such
     contributions shall be invested in the capital preservation fund hereunder,
     as referenced in Section 4.04 hereof."

         10. By deleting  that portion of Section 4.04 thereof which begins with
the second full sentence and extends through the end, and inserting,  in lieu of
said portion so deleted, the following new language:

     "As of July 1, 1996,  in addition to a Company Stock Fund,  the  investment
     funds  available  under the Plan  shall  include  one or more  funds in the
     following categories:  (i) a capital preservation fund, (ii) an S & P index
     fund,  (iii) an income fund,  (iv) an equity  income  fund,  (v) a balanced
     fund,  (vi) a growth fund,  (vii) an aggressive  growth fund,  and (viii) a
     global fund.

     The Company Stock Fund is a fund invested primarily in qualifying  employer
     securities  (as  defined  in  section  4975(e)(8)  of the  Code) of  Unitil
     Corporation.  Part or all of such fund shall be invested in such qualifying
     employer  securities of Unitil  Corporation,  except for  investments on an
     interim basis in short-term fixed income  investments made pending purchase
     of  shares  of such  qualifying  employer  securities.  All cash  dividends
     received by the Trustee with respect to the qualifying  employer securities
     held in this fund shall be retained in such fund and invested in qualifying
     employer securities.  Notwithstanding the foregoing, the Plan Administrator
     may establish such uniform rules with respect to this

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     Company  Stock Fund as it deems  necessary  and  appropriate.  All  rights,
     including  voting and tendering  rights,  attributable  to such  qualifying
     employer securities (whether whole or fractional shares) shall be exercised
     pursuant to the terms of the Trust Agreement."

     11. By deleting  that portion of the last  sentence of Section 8.05 thereof
which  reads  "qualifying   employer   securities  separate  investment  Fund  D
hereunder"  and  inserting,  in lieu of said  portion so deleted,  the new words
"Company Stock Fund."

     12.  By  changing  each   reference  to  "Trustee"  in  Sections  8.05  and
8.07(c)(ii) thereof to "Plan Administrator," instead.

     13. By deleting in their entirety  Sections 11.01 through 11.05 thereof and
inserting,  in lieu of said Sections so deleted, a new Section 11.01 as follows,
with corresponding changes being made in the Table of Contents thereof:

     "11.01 Trust Agreement

          The  Employer  shall  enter into one or more Trust  Agreements  with a
          Trustee or Trustees  for the  purpose of holding  the Fund.  Any Trust
          Agreement(s)  entered  into  pursuant to this  Article XI shall form a
          part of the Plan."

     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 1st day of July, 1996.

CORPORATE SEAL                                  UNITIL CORPORATION

       Attest:

By: /s/ Gail A. Siart                           By: /s/ Peter J. Stulgis
    -----------------                               --------------------
       Its Secretary                                   Its Chairman of the Board
CORPORATE SEAL                                  UNITIL SERVICE CORP.

       Attest:

By: /s/ Sandra L. Walker                        By:  /s/ Mark H. Collin
    --------------------                             ------------------
       Its Secretary                                   Its Treasurer

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CORPORATE SEAL                                  CONCORD ELECTRIC COMPANY

       Attest:

By: /s/ Sandra L. Walker                        By: /s/ Mark H. Collin
    --------------------                            ------------------
       Its Secretary                                   Its Treasurer
CORPORATE SEAL                                  EXETER & HAMPTON ELECTRIC
                                                COMPANY

       Attest:


By: /s/ Sandra L. Walker                        By: /s/ Mark H. Collin
    --------------------                            ------------------
       Its Secretary                                   Its Treasurer
CORPORATE SEAL                                  FITCHBURG GAS AND ELECTRIC
                                                LIGHT COMPANY
       Attest:


By: /s/ M. Bodnarchuk                           By: /s/ Mark H. Collin
    -----------------                               ------------------
       Its Clerk                                       Its Treasurer



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