PENNICHUCK CORP
10QSB, 1998-11-03
WATER SUPPLY
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                  U. S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-QSB

(Mark one)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934

      For the quarterly period ended September 30, 1998

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934

      For the transition period from _____ to _____.

                       Commission file number 0-18552

                           Pennichuck Corporation
      (Exact name of small business issuer as specified in its charter)

              New Hampshire                           02-0177370
     (State or other jurisdiction                  (I.R.S. Employer
   of incorporation or organization)              Identification  No.)

Four Water Street, Nashua, New Hampshire                 03061
(Address of principal executive offices)               (Zip Code)

                               (603) 882-5191
                          (Issuer's telephone number)

                                Not applicable
            (Former name, former address and former fiscal year,
                        if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for 
such shorter period that the registrant was required to file such reports), 
and (2) has been subject to such filing requirements for the past 90 days.
YES  [X]             NO  [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practical date:

Common Stock, $1.00 Par Value -- 1,221,523 shares as of October 1, 1998

                                    INDEX

                   PENNICHUCK CORPORATION AND SUBSIDIARIES

<TABLE>
<CAPTION>
PART I.      FINANCIAL INFORMATION                             PAGE NUMBER
- ----------------------------------                             -----------

<S>          <C>                                                    <C>
Item 1.      Financial Statements (Unaudited)

             Condensed Consolidated Balance Sheets-
             September 30, 1998 and December 31, 1997               3

             Condensed Consolidated Statements of Income-
             Nine months and quarter ended 
             September 30, 1998 and 1997                            4

             Condensed Consolidated Statements of Cash Flows-
             Nine months ended September 30, 1998 and 1997          5

             Notes to Condensed Consolidated Financial 
             Statements-September 30, 1998                          6

Item 2.      Management's Discussion and Analysis of
             Financial Condition and Results of Operations          7-13

PART II.     OTHER INFORMATION

Item 1.      Legal Proceedings                                      Not Applicable
Item 2.      Changes in Securities                                  Not Applicable
Item 3.      Defaults upon Senior Securities                        Not Applicable
Item 4.      Submission of Matters to a Vote of Security Holders    Not Applicable
Item 5.      Other Information                                      Not Applicable
Item 6.      Exhibits and Reports on Form 8-K                       14

SIGNATURES                                                          14
</TABLE>

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

PENNICHUCK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                          September 30                December 31
                                              1998     (In thousands)     1997
                                        -----------------------------------------
ASSETS                                    (Unaudited)                  (Restated)

<S>                                         <C>                        <C>
Property, Plant and Equipment
  Land                                      $ 1,330                    $   424
  Buildings                                  22,288                     19,539
  Equipment                                  53,225                     45,415
  Construction work in progress                 511                        139
                                             77,354                     65,517
  Less accumulated depreciation              19,963                     16,561
                                            ----------------------------------
                                             57,391                     48,956

Current Assets
  Cash                                          529                        448
  Restricted cash                               875                        906
  Accounts receivable, net                    2,823                      1,755
  Inventory                                     360                        208
  Other current assets                          102                        497
                                            ----------------------------------
                                              4,689                      3,814

Other Assets
  Land development costs                      2,305                      2,408
  Deferred charges, net                       2,187                      1,752
  Investment in real estate
   partnerships                                 419                        310
                                            ----------------------------------
TOTAL ASSETS                                $66,991                    $57,240
                                            ==================================

STOCKHOLDERS' EQUITY AND LIABILITIES
  Common stock-par value $1 per share       $ 1,226                    $ 1,213
  Paid in capital                             5,407                      5,230
  Retained earnings                           9,293                      8,199
  Treasury stock, at cost                       (59)                       (53)
                                            ----------------------------------
                                             15,867                     14,589
Minority Interest                               314                         --
Long Term Debt, less current portion         33,451                     26,578

Current Liabilities
  Current portion of long term debt             100                        100
  Accounts payable                              404                        408
  Accrued interest payable                      481                        351
  Other accrued liabilities                   1,782                        927
                                            ----------------------------------
                                              2,767                      1,786

Other Liabilities
  Contributions in aid of construction        9,113                      8,979
  Other liabilities and deferred credits      5,479                      5,308
                                            ----------------------------------
TOTAL STOCKHOLDERS' EQUITY & LIABILITIES    $66,991                    $57,240
                                            ==================================
</TABLE>

See notes to condensed consolidated financial statements.

PENNICHUCK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>
                                           Quarter Ended         Nine Months Ended
                                           September 30            September 30
                                        -------------------------------------------
                                         1998        1997        1998         1997
                                         ----        ----        ----         ----
                                                  (restated)               (restated)
                                          (In thousands, except per share amounts)

<S>                                     <C>         <C>         <C>          <C>
Revenues
  Water utility operations              $4,626      $3,355      $11,136      $8,652
  Real estate operations and other       1,778         217        2,157         416
                                        -------------------------------------------
                                         6,404       3,572       13,293       9,068

Operating expenses
  Water utility operations               2,700       2,129        7,194       5,995
  Real estate operations and other       1,319          32        1,454         109
                                        -------------------------------------------
                                         4,019       2,161        8,648       6,104

Operating income                         2,385       1,411        4,645       2,964

  Other income                               4          24           29          35
  Interest expense                        (599)       (475)      (1,681)     (1,325)
                                        -------------------------------------------
Income before income taxes               1,790         960        2,993       1,674

  Provision for income taxes               700         371        1,157         637
                                        -------------------------------------------

Net income before minority interest      1,090         589        1,836       1,037

Minority interest in Westwood
 Park, LLC                                 (41)         --          (41)         --
                                        -------------------------------------------

Net income                              $1,049      $  589      $ 1,795      $1,037
                                        ===========================================

Net income per common share:
  Basic                                 $  .85      $  .49      $  1.46      $  .87
  Diluted                               $  .84      $  .48      $  1.44      $  .86

Dividends paid per common share         $  .19      $  .17      $   .57      $  .51
Weighted average number of shares
  Outstanding:
    Basic                            1,233,797   1,202,535    1,229,604   1,198,207
    Diluted                          1,248,460   1,215,957    1,242,801   1,212,273
</TABLE>

See notes to condensed consolidated financial statements.

PENNICHUCK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                         Nine Months Ended
                                                           September 30
                                                       ----------------------
                                                        1998           1997
                                                        ----           ----
                                                                    (restated)
                                                           (in thousands)

<S>                                                    <C>            <C>
CASH PROVIDED (USED) BY:

Operating Activities                                   $ 2,705        $ 3,009

Investing Activities:
  Purchase of property, plant and equipment             (9,767)        (5,218)
  (Increase) decrease in restricted cash                    31         (1,252)
  Receipt of contributions in aid of construction          234            101
  (Increase) decrease in partnership investments           210            (62)
                                                       ----------------------
                                                        (9,292)        (6,431)
Financing Activities:
  Payments on long-term debt                            (2,339)        (1,121)
  Proceeds from issuance of long-term debt               9,212          5,035
  Increase in minority interest                            314             --
  Payment of common dividends                             (701)          (597)
  Proceeds from dividend reinvestment plan & other         182             96
                                                       ----------------------
                                                         6,668          3,413

INCREASE (DECREASE) IN CASH                                 81             (8)

CASH AT BEGINNING OF PERIOD                                448            346
                                                       ----------------------

CASH AT END OF PERIOD                                  $   529        $   338
                                                       ======================

<FN>
Supplemental Cash Flow Information.  Interest paid was $1,335,000 and 
$1,191,000 for the nine months ended September 30, 1998 and 1997, 
respectively.  Income taxes paid were $414,000 and $226,000 for the nine 
months ended September 30, 1998 and 1997, respectively.See notes to 
condensed consolidated financial statements.
</FN>
</TABLE>

PENNICHUCK CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 1998

NOTE A - BACKGROUND

      The financial statements include the accounts of Pennichuck 
Corporation (the "Company") and its wholly-owned subsidiaries, Pennichuck 
Water Works, Inc. ("Pennichuck"), Pennichuck East Utility, Inc. ("Pennichuck 
East"), Pittsfield Aqueduct Company, Inc. ("Pittsfield"), Pennichuck Water 
Service Corporation (the "Service Corporation") and the Southwood 
Corporation ("Southwood").  All significant intercompany accounts have been 
eliminated in consolidation.

NOTE B - BASIS OF PRESENTATION

      The accompanying unaudited condensed consolidated financial statements 
have been prepared in accordance with generally accepted accounting 
principles for interim financial information and with the instructions to 
Form 10-QSB and Item 310 of Regulation S-B.  Accordingly, they do not 
include all of the information and footnotes required by generally accepted 
accounting principles for complete financial statements.  In the opinion of 
management, all adjustments (consisting of normal recurring accruals) 
considered necessary for a fair presentation have been included.  Operating 
results for the three month and nine month periods ended September 30, 1998 
are not necessarily indicative of the results that may be expected for the 
year ending December 31, 1998.  The Balance Sheet amounts shown under the 
December 31, 1997 column have been derived from the audited financial 
statements of the Company as contained in its Annual Report to Shareholders 
as restated for the merger with Pittsfield, which is discussed in Note C 
below, and as such are unaudited.  For further information, refer to the 
consolidated financial statements and footnotes thereto included in the 
Company's annual report on Form 10-KSB for the year ended December 31, 1997.

      Diluted earnings per share were computed by dividing actual net income 
by the adjusted weighted average number of shares of common stock which 
include the effect of any dilutive unexercised stock options.

NOTE C - RESTATEMENT FOR MERGER WITH PITTSFIELD

      On January 30, 1998, we merged with Pittsfield by exchanging 49,428 of 
our shares for substantially all of the outstanding common stock of 
Pittsfield.  We used the pooling-of-interests method to account for this 
merger. This methodology requires us to add Pittsfield's historical 
financial statements with our historical financial statements for all 
periods which are shown prior to January 30, 1998. All of the previous 
financial reports that we have issued have been restated to include the 
effect of Pittsfield for those years.

PART I. Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

      In Management's Discussion and Analysis we explain the general 
financial condition and the results of operations for the Company and its 
operating subsidiaries including:

      *  What factors affect our business,
      *  What our earnings and costs were in the first nine months of 1998 
         and 1997 as well as during the third quarter of 1998 and 1997,
      *  Why those earnings and costs were different from the year 
         before,
      *  Where our earnings come from,
      *  How all of this affects our overall financial condition,
      *  What our expenditures for capital projects are expected to be in 
         1998 and
      *  Where cash will come from to pay for this year's capital 
         expenditures.

      As you read Management's Discussion and Analysis, please refer to our 
Condensed Consolidated Financial Statements contained in this Report.

Results of Operations

Nine Months Ended September 30, 1998 Compared to Nine Months Ended
September 30, 1997

      In this section, we discuss the factors that affected our earnings for 
the first nine months of 1998 and 1997. Our consolidated revenues are 
generally seasonal due to the overall significance of the water sales of our 
water utility business as a percent of consolidated revenues. Water revenues 
are typically at their lowest point during the first and fourth quarters of 
the calendar year. However, water revenues in the second and third quarters 
tend to be greater because of increased water consumption by our residential 
customers during the late spring and summer months. In addition, our 
consolidated revenues are significantly affected by sales of major real 
estate parcels which may occur from time to time (see discussion below).

      For the nine month period that ended on September 30, 1998, our 
consolidated net income was nearly $1.8 million, or $1.46 per common share 
compared to $1.04 million, or $.87 per common share for the same period in 
1997. The consolidated revenues from all of our business activities thus far 
in 1998 were $13.3 million, representing a $4.23 million, or 46.6%, increase 
over last year. As we discuss below, that increase in consolidated operating 
revenues is principally attributable to:

      *  our water utility operations which now include the operating 
         activities of Pennichuck and our two new subsidiaries, Pennichuck 
         East and Pittsfield and
      *  a major land sale which occurred in the third quarter of 
         1998.

Water Utility Operations

      The operating revenues from our water utility operations totaled $11.1 
million for the first nine months of 1998. Compared to the same period in 
1997, this represents a $2.5 million increase in water revenues. There are 
several reasons for that increase:

      *  First, our largest water utility, Pennichuck, was granted a 
         permanent rate increase of approximately 16.8% by the New Hampshire 
         Public Utilities Commission ("NHPUC") effective on April 1, 1998. 
         Beginning on that date, we were authorized to increase our rates on 
         water billings to our customers.  Through the first nine months of 
         1998, our water utility revenues include approximately $950,000 
         relating to that rate increase.

      *  Second, Pittsfield's revenues more than doubled from $160,000 in 
         1997 to $352,000 thus far in 1998. The 120% increase in 
         Pittsfield's revenues resulted from a 101% rate increase which was 
         approved by the NHPUC in December 1997. We were granted that 
         increase in rates principally to allow us to recover the costs 
         associated with a $900,000 water treatment facility completed in 
         October 1997.

      *  The third major factor affecting our increased water revenues was 
         the addition of our newly created water subsidiary, Pennichuck 
         East. Pennichuck East was formed in April 1998 and serves 
         approximately 3,600 customers in southern New Hampshire. Pennichuck 
         East contributed approximately $1,236,000 in water revenues during 
         its first six months of operations in 1998.

Our actual expenses of operating our water utility business include such 
broad categories as:

      *  water treatment and purification,
      *  pumping and other distribution system functions,
      *  general and administrative functions,
      *  depreciation on existing operating assets,
      *  taxes other than income taxes.

      On a combined basis, those utility operating expenses increased by 
$1.2 million to $7.2  million for the nine months ended September 30, 1998. 
The principal reasons for that increase were:

      *  $691,000 relating to the addition of Pennichuck East during the 
         second and third quarters of 1998,
      *  $210,000 of additional depreciation expense resulting from a higher 
         composite depreciation rate which we began using on April 1, 1998 
         (from 2.15% to 2.44%) and nearly $6 million of new plant assets, 
         and
      *  $156,000 of additional water treatment and miscellaneous 
         administrative expenses incurred in the nine months of 1998 over 
         the same period in 1997.

Contract Operations

      In April 1998, the Service Corporation signed a five year contract 
with the neighboring Town of Hudson, New Hampshire ("Hudson"). We will 
provide certain operations and maintenance functions for Hudson in exchange 
for a fixed monthly fee as agreed upon by us and Hudson. So far in 1998, 
revenues from this contract and other non-regulated operating activities 
have totaled $295,000. For the same period in 1997, revenues from our 
Service Corporation were approximately $57,000 consisting of $43,000 from 
contract operations and $14,000 from sundry leases and rents.

Real Estate Operations

      For the nine months ended September 30, 1998 and 1997, we recognized 
revenues from our real estate business activities of  $1.82 million and 
$312,000, respectively. Real estate revenues in the third quarter of 1998 
include $1.3 million from the sale of land by Westwood Park LLC 
("Westwood"), of which Southwood is a 60% owner. In addition, Southwood has 
recognized $442,000 in revenues earned through its Bowers Pond LLC joint 
venture and $66,000 of option fee income earned under a development option 
agreement with a regional developer.

      The operating expenses associated with our real estate activities have 
increased from $107,000 in 1997 to $1.23 million in 1998. Of that increase, 
approximately $1.1 million relates to the allocable land and infrastructure 
costs for the major land parcel that we sold in the third quarter of 1998. 
The remaining expenses are primarily for property taxes on Southwood's real 
estate holdings which for the first nine months of 1998 were $57,000 
compared to $75,000 in same period of 1997.

Results of Operations -- Three Months Ended September 30, 1998
                         Compared to Three Months Ended September 30, 
                         1997

      For the three month period which ended on September 30, 1998, our 
consolidated net income was $1.05 million or $.85 per share compared to 
$589,000, or $.49 per share in 1997. Our consolidated revenues for the third 
quarter in 1998 increased substantially from $3.57 million in 1997 to $6.4 
million in 1998 for the reasons that we discuss below.

Water Utility Operations
      Our water utility operations in 1998 now include not only Pennichuck 
and Pittsfield but also Pennichuck East. For the third quarter in 1998, our 
water utility revenues have increased to $4.6 million or nearly 38 percent 
over the same quarter last year. The factors which contributed to that 
revenue growth were principally:

      *  additional water revenues of nearly $700,000 from Pennichuck 
         East,
      *  approximately $480,000 from the rate increase which was approved 
         for Pennichuck by the NHPUC effective April 1, 1998 and
      *  $43,000 from a 101% rate increase which was approved for Pittsfield 
         in December 1997.

      The combined operating expenses of all of our utility operations for 
the three months which ended on September 30, 1998 totaled $2.7 million, or 
$571,000 more than last year. This increase reflects $350,000 for the 
additional costs that we incurred for the operations of Pennichuck East. The 
remainder of the increased costs related principally to Pennichuck's 
operations resulting from:

      *  additional depreciation expense and property taxes on new property 
         which we placed in service since the third quarter of 1997 
         and
      *  additional water treatment and purification costs incurred in the 
         operation of our treatment facility.

Real Estate and Contract Operations

      Revenues that we recorded from our unregulated activities, such as 
real estate and contract operations, increased significantly from $217,000 
in the third quarter of 1997 to nearly $1.8 million in the third quarter of 
1998. That increase is made up of:

      *  $1.3 million resulting from a major land sale made by Westwood in 
         September 1998,
      *  $130,000 from the sale of additional homes by Bowers Pond LLC and
      *  $139,000 from contract revenues under our new operations contract 
         with the Town of Hudson.

      The operating expenses associated with our real estate and other non-
regulated activities increased by nearly $1.3 million - the principal 
component of which is approximately $1.1 million for the allocable land and 
infrastructure cost for Westwood's major land sale. The remainder of our 
increased costs for unregulated activities were primarily due to additional 
contract operations costs and additional general corporate costs.

Liquidity and Financial Condition

      In the following paragraphs, we discuss the financial condition of the 
Company and its wholly-owned subsidiaries. This discussion focuses primarily 
on the changes in our consolidated balance sheet accounts from December 31, 
1997 to September 30, 1998 and on the adequacy of capital needed for our 
business activities.

      The primary source of cash which we need for normal operating 
activities, capital projects and dividend payments to our shareowners is the 
operating cash flow which we generate from day to day activities. However, 
during those periods where operating cash flow is not sufficient, we borrow 
funds under a revolving loan facility (the "Loan Agreement") with our bank, 
Fleet Bank-NH ("Fleet"). The Loan Agreement allows us to borrow up to $4.5 
million at interest rates tied to Fleet's cost of funds or LIBOR, whichever 
is lower. At September 30, 1998, we had borrowed $2.5 million under the Loan 
Agreement and the average interest rate of those borrowings was 6.93%. The 
maturity date of all amounts borrowed under the Loan Agreement, or to be 
borrowed in the next 14 months, is June 30, 2000. As a result, we have 
classified our outstanding bank borrowings at September 30, 1998 under the 
caption of  "Long Term Debt" in the Condensed Consolidated Balance Sheets. 

      During the first quarter of 1998, we refinanced a $1.1 million 
mortgage note issued by Pittsfield to a local bank using the Loan Agreement.  
On April 24, 1998, we refinanced $1.5 million of outstanding indebtedness 
under the Loan Agreement into a seven year note. The note is payable 
interest only for seven years at a fixed rate of 6.50% and is secured by, 
among other things, the guarantees of Southwood and the Service Corporation.

      We purchased Pennichuck East's assets with the proceeds of two bank 
loans totaling $7.5 million. Those loans of $4.5 million and $3.0 million 
are for terms of 7 years and 2 years, respectively, and are classified as 
"Long term Debt" in the Condensed Consolidated Balance Sheet at September 
30, 1998. In connection with these two notes, we entered into certain 
interest rate swap agreements which fix the interest rates at 6.50% and 
6.20%, respectively, for the term on these notes.

      Our capital expenditures totaled $6.0 million and $3.2 million in 1997 
and 1996, respectively.  For 1998, we expect that our total expenditures for 
capital projects will be approximately $3.6 million. Practically all of our 
planned capital expenditures in 1998 are for projects relating to our water 
utility business. Those projects include:

      *  the replacement of 8,800 linear feet of pre-1900 distribution 
         mains,
      *  the addition of more efficient motor starters on Pennichuck's major 
         electric pumps at its treatment plant,
      *  the reconstruction of one of Pennichuck's dams, and
      *  the relocation of distribution mains to accommodate ongoing State 
         highway construction projects.

The remaining items in the Company's 1998 capital budget reflect 
expenditures for ongoing, routine investment in new meters, services, 
distribution mains and hydrants.

      For the first nine months of 1998, we have invested $2.65 million in 
capital projects. That amount does not include the purchase of $7.5 million 
of water utility assets by Pennichuck East in April 1998. For the rest of 
1998, we expect that the cash flow from our normal operating activities, 
together with available short-term borrowings from our bank, will be 
sufficient to fund the remaining planned capital expenditures.

      The Condensed Consolidated Balance Sheet at September 30, 1998 also 
reflects a line item captioned "Minority interest" totaling $314,000. This 
represents a 40% interest held by a third party in Westwood Park LLC 
("Westwood"), a real estate development venture. Southwood owns the 
remaining 60% majority interest in Westwood, whose financial statements are 
included in the accompanying consolidated financial statements at September 
30, 1998. In May 1998, Westwood sold a tract of land to a third party for 
approximately $1.3 million. The terms of that sale required Westwood to use 
the sales proceeds to construct the necessary access road and infrastructure 
for the purchaser. We have recorded the unexpended cash from this sale in 
the line item captioned "Restricted Cash" at September 30, 1998.

Year 2000 Issue

      We have performed an exhaustive review of our hardware and software 
systems in order to determine the level of readiness to meet the next 
millenium. Because we own some operating assets which pre-date 1900, we have 
been aware of the potential Year 2000 problem well before the recent 
publicity and in fact, 8 digit dates have been a requirement for all in-
house software developed since 1987. The Year 2000 issue has also been 
addressed and included in all computer migration and upgrades since 1990.

      As part of our Year 2000 project planning, the Company identified 
mission-critical applications and implemented a 5 year plan in early 1994 to 
replace or upgrade both hardware and software. Our central computer 
platform, consisting primarily of minicomputer servers, is not completely 
Year 2000 ready. However, those servers that are not year 2000 ready are 
expected to be retired and replaced with Year 2000 ready servers within the 
next 12 months.

      Additionally, all of our software applications have been evaluated to 
identify any Year 2000 problems, their importance to our operations and 
efficiencies to be gained with newer and updated software. A software 
development schedule has been created based on this risk assessment with the 
most critical applications being implemented first. At this time, our NT 
network, financial accounting, billing, customer service information and 
meter management, human resources and SCADA management systems are Year 2000 
ready.  Our remaining software systems for work orders, inventory control, 
and various maintenance programs are 90% compliant and are expected to be 
fully ready by the end of 1998.

      We are currently in the process of identifying all external vendors 
who provide and/or require date dependent information and those customers 
who are material to our operations to ensure that they will be in compliance 
with the Year 2000 issue. Once identified, we will contact each vendor and 
significant customer to determine its Year 2000 status. For any vendors or 
customers who are determined to be critical to our operations, we will 
develop a disaster recovery plan containing alternative action plans in the 
event of vendor non-compliance. We anticipate having all critical resource 
alternative plans in place by May 1999.

New Accounting Standards

     We adopted Statement of Financial Accounting Standards ("SFAS") No. 
128, "Earnings Per Share" for the year ended December 31, 1997. This 
accounting statement replaces primary earnings per share with basic earnings 
per share. Basic earnings per share is calculated by dividing earnings 
available to common shareholders by the weighted average shares outstanding. 
SFAS No. 128 also requires us to present diluted earnings per share, which 
is calculated similarly to fully-diluted earnings per share.

      During the second quarter of 1997, the Financial Accounting Standards 
Board issued SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 
131, "Disclosures About Segments of an Enterprise and Related Information." 
Although adoption of these two Statements is not required until fiscal years 
beginning after December 15, 1997, we do not believe that our Company will 
be materially affected by the new reporting standards set forth in those 
Statements.

      In June 1998, the Financial Accounting Standards Board also issued 
SFAS No. 133, "Accounting for Derivative Instruments and Hedging 
Activities." Although SFAS No. 133 is effective for fiscal years beginning 
after June 15, 1999, we have not yet evaluated or determined the impact, 
timing or method of adoption of this accounting statement.

PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K:

      (a)  No exhibits are filed herewith.

      (b) The following report on Form 8-K was filed during the third 
quarter of 1998:

            Press release announcing the Company's three for two stock split 
            filed on August 20, 1998

                                 SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant has 
caused this report to be signed on its behalf by the undersigned, thereunto 
duly authorized.

                                       Pennichuck Corporation
                                       (Registrant)

Date: November 2, 1998                 /s/ Maurice L. Arel
                                       Maurice L. Arel, President and
                                       Principal Executive Officer

Date: November 2, 1998                 /s/ Charles J. Staab
                                       Charles J. Staab, Vice President,
                                       Treasurer and Principal Financial
                                       Officer





<TABLE> <S> <C>

<ARTICLE>              5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                         529,000
<SECURITIES>                                   875,000
<RECEIVABLES>                                2,848,000
<ALLOWANCES>                                  (25,000)
<INVENTORY>                                    360,000
<CURRENT-ASSETS>                             4,689,000
<PP&E>                                      77,354,000
<DEPRECIATION>                            (19,963,000)
<TOTAL-ASSETS>                              66,991,000
<CURRENT-LIABILITIES>                        2,767,000
<BONDS>                                     33,451,000
                                0
                                          0
<COMMON>                                     1,226,000
<OTHER-SE>                                  14,641,000
<TOTAL-LIABILITY-AND-EQUITY>                66,991,000
<SALES>                                     13,293,000
<TOTAL-REVENUES>                            13,293,000
<CGS>                                        8,648,000
<TOTAL-COSTS>                                8,648,000
<OTHER-EXPENSES>                                     0
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