SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               AMENDMENT NO. 1 TO
                                    FORM 8-A
                                 ON FORM 8-A/A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                      PURSUANT TO SECTION 12(b) OR (g) OF THE
                           SECURITIES EXCHANGE ACT OF 1934



                               EASTERN ENTERPRISES
                               -------------------
Massachusetts                         1-2297                      04-1270730
- ----------------------------------------------------------------------------
(State of incorporation    (Commission File Number)           (IRS Employer
or organization)                                           Identification No.)



              9 Riverside Road, Weston, Massachusetts                 02493
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             (Address of principal executive offices)             (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

                     COMMON STOCK PURCHASE RIGHTS
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                           (Title of Class)

                        NEW YORK STOCK EXCHANGE
                         BOSTON STOCK EXCHANGE
                           PACIFIC EXCHANGE
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           Name of each exchange on which each class is to be registered



Securities to be registered pursuant to Section 12 (g) of the Act:

                                      NONE
- -----------------------------------------------------------------------------
                             (Title of Class)





Item 1.   Description of Securities to be Registered.
          ------------------------------------------

         On July 22,  1998,  the Board of  Trustees  (the  "Board")  of  Eastern
Enterprises (the "Trust")  declared a dividend of one purchase right (a "Right")
for every  outstanding  share of the Trust's  common stock,  $1.00 par value per
share (the "Common Stock"). The Rights were distributed at the close of business
on February 18, 2000, to  shareholders  of record as of the close of business on
that date (the "Dividend Record Date"). The terms of the Rights are set forth in
a Rights  Agreement  dated as of July 22,  1998,  between  the  Trust  and Fleet
National  Bank,  formerly  known as BankBoston,  N.A. (the "Rights  Agent"),  as
amended as of April 26, 2000 (as amended,  the "Rights  Agreement").  The Rights
Agreement provides for the issuance of one Right for every share of Common Stock
issued and  outstanding on the Dividend Record Date and for each share of Common
Stock  which is issued or sold  after  that date and prior to the  "Distribution
Date" (as defined below).

         Each Right  entitles the holder to purchase from the Trust one share of
Common  Stock at a price of $160 per share,  subject to  adjustment.  The Rights
will  expire  on July 22,  2008 (the  "Expiration  Date"),  or upon the  earlier
redemption of the Rights, and are not exercisable until the Distribution Date.

         No  separate   Rights   certificates   have  been  issued.   Until  the
Distribution Date (or earlier  redemption or expiration of the Rights),  (i) the
Rights  will  be  evidenced  by  the  Common  Stock  certificates  and  will  be
transferred with and only with such Common Stock  certificates,  (ii) new Common
Stock  certificates  issued after the Dividend  Record Date upon transfer or new
issuance of the Trust's Common Stock will contain a notation  incorporating  the
Rights Agreement by reference and (iii) the surrender for transfer of any of the
Trust's  Common  Stock  certificates  will also  constitute  the transfer of the
Rights associated with the Common Stock represented by such certificate.

         The Rights will separate from the Common Stock and Rights  certificates
will be  issued on the  Distribution  Date.  Unless  otherwise  determined  by a
majority of the Board then in office,  the  Distribution  Date will occur on the
date which is after the  Dividend  Record  Date and the earlier of (i) the tenth
business day  following  the later of the date of a public  announcement  that a
person,  including  affiliates  and  associates  of such  person (an  "Acquiring
Person"),  except as  described  below,  has  acquired or obtained  the right to
acquire, beneficial ownership of 10% or more of the outstanding shares of Common
Stock  or the date on  which  an  executive  officer  of the  Trust  has  actual
knowledge  that an  Acquiring  Person  became  such  (later  being,  the  "Stock
Acquisition  Date") or (ii) the tenth business day following  commencement  of a
tender offer or exchange offer that would result in any person together with its
affiliates and associates owning 10% or more of the Trust's  outstanding  Common
Stock.  In any event,  the Board of Trustees may delay the  distribution  of the
certificates.  After the Distribution Date, separate certificates evidencing the
Rights  ("Rights  Certificates")  will be  mailed  to  holders  of record of the
Trust's  Common Stock as of the close of business on the  Distribution  Date and
thereafter such separate Rights Certificates alone will evidence the Rights.




         Pursuant  to  Amendment  No.  1 to  the  Rights  Agreement  of  Eastern
Enterprises,  dated  as of April  26,  2000  (the  "First  Amendment"),  KeySpan
Corporation, a New York corporation, and its subsidiaries will not be considered
an  Acquiring  Person  under the Rights  Agreement to the extent any such person
becomes the  beneficial  owner of 10% or more of the shares of Common Stock then
outstanding by reason of the  consummation of the  transactions  contemplated by
the Agreement and Plan of Merger (the "Merger Agreement"),  dated as of November
4,  1999,  as  amended,  by and among the  Trust,  KeySpan  Corporation  and ACJ
Acquisition  LLC,  except at and  after  such time as the  Merger  Agreement  is
terminated pursuant to Section 9.01 thereof.

         If, at any time after the Dividend  Record Date, any person or group of
affiliated or associated persons (other than the Trust and its affiliates) shall
become  an  Acquiring  Person,  each  holder  of a Right  will have the right to
receive shares of the Trust's Common Stock (or, in certain circumstances,  cash,
property or other  securities  of the Trust)  having a market value of two times
the exercise  price of the Right.  Also, in the event that at any time after the
Stock  Acquisition  Date the Trust was  acquired  in a merger or other  business
combination,  or more than 25% of its  assets or  earning  power was sold,  each
holder  of a Right  would  have the right to  exercise  such  Right and  thereby
receive  common stock of the  acquiring  entity with a market value of two times
the exercise  price of the Right.  Following the occurrence of any of the events
described  in  this   paragraph,   any  Rights  that  are,  or  (under   certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person shall immediately become null and void.

         The Board may, at its option,  at any time after any person  becomes an
Acquiring  Person,  exchange all or part of the then outstanding and exercisable
Rights for shares of Common  Stock at an  exchange  ratio of one share of Common
Stock per Right,  appropriately  adjusted  to  reflect  any stock  split,  stock
dividend or similar  transaction  occurring after the date of declaration of the
Rights  (such  exchange  ratio being  hereinafter  referred to as the  "Exchange
Ratio").  The Board,  however,  may not effect an exchange at any time after any
person (other than (i) the Trust,  (ii) any  subsidiary of the Trust,  (iii) any
employee  benefit plan of the Trust or any such subsidiary or any entity holding
Common Stock for or pursuant to the terms of any such plan),  together  with all
affiliates of such person,  becomes the  beneficial  owner of 50% or more of the
Common Stock then outstanding. Immediately upon the action of the Board ordering
the  exchange  of any Rights and  without  any  further  action and  without any
notice,  the right to exercise  such Rights  will  terminate  and the only right
thereafter  of a holder of such Rights will be to receive  that number of shares
of Common Stock equal to the number of such Rights held by the holder multiplied
by the Exchange Ratio.



         The  exercise  price of the Rights,  and the number of shares of Common
Stock or other  securities or property  issuable upon exercise of the Rights are
subject to adjustment from time to time to prevent  dilution (i) in the event of
a stock dividend on, or a subdivision,  combination or reclassification  of, the
Common  Stock,  (ii) upon the grant to holders  of the  Common  Stock of certain
rights or warrants to subscribe  for shares of the Common  Stock or  convertible
securities  at less than the current  market  price of the Common Stock or (iii)
upon  the   distribution  to  holders  of  the  Common  Stock  of  evidences  of
indebtedness  or assets  (excluding  cash  dividends paid out of the earnings or
retained  earnings  of  the  Trust  and  certain  other   distributions)  or  of
subscription rights or warrants (other than those referred to above).

         With certain  exceptions,  no  adjustments in the exercise price of the
Rights will be required until cumulative  adjustments  equal at least 1% in such
price.

         At any time prior to the earlier of (i) the  Distribution  Date or (ii)
the close of business on the Expiration  Date, the Trust,  by a majority vote of
the Board then in office,  may redeem the Rights at a  redemption  price of $.01
per Right (the  "Redemption  Price"),  as  described  in the  Rights  Agreement.
Immediately  upon the action of the Board  electing  to redeem the  Rights,  the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a shareholder of the Trust, including,  without limitation,  the right
to vote or to receive dividends.

         Neither the distribution of the Rights nor the subsequent separation of
the Rights on the Distribution Date will be a taxable event for the Trust or its
shareholders. Holders of Rights may, depending upon the circumstances, recognize
taxable income upon the occurrence of certain Rights triggering events including
a  tender  offer  for 10% or more of the  Common  Stock  or a  person  or  group
attaining  beneficial ownership of 10% or more of the Common Stock. In addition,
holders of Rights may have taxable  income as a result of (i) an exchange by the
Trust of shares of Common  Stock for Rights as  described  above or (ii) certain
anti-dilution adjustments made to the terms of the Rights after the Distribution
Date. A redemption of the Rights would be a taxable event to holders.

         The Rights  Agreement  may be amended by the Board at any time prior to
the  Distribution  Date without the approval of the holders of the Rights.  From
and after the  Distribution  Date,  the Rights  Agreement  may be amended by the
Board  without  the  approval  of the holders of the Rights in order to cure any
ambiguity,  to correct any defective or inconsistent  provisions,  to change any
time period for  redemption or any other time period under the Rights  Agreement
or to make any other changes that do not  adversely  affect the interests of the
holders of the Rights (other than any  Acquiring  Person or its  affiliates,  or
associates or their transferees).

         As long as the Rights are attached to the Common Stock,  the Trust will
issue one Right with each newly  issued share of Common Stock after the Dividend
Record  Date which may be issued  pursuant to employee  benefit  plans,  and may
issue one Right with each newly issued share of Common Stock otherwise issued by
the Trust after the  Dividend  Record  Date,  so that all shares of Common Stock
outstanding on the Distribution Date will have attached Rights.




         The Rights may be deemed to have  certain  anti-takeover  effects.  The
Rights  will cause  substantial  dilution  to a person or group that  attempt to
acquire  the Trust on terms not  approved  by a majority  of the  members of the
Board of Trustees then in office,  except pursuant to an offer  conditioned on a
substantial  number of Rights being  acquired.  The Rights  should not interfere
with a merger  or other  business  combination  approved  by a  majority  of the
members of the Board of Trustees  then in office since such  Trustees may redeem
the Rights as described above.

         The form of Rights  Agreement,  dated as of July 22, 1998,  between the
Trust and Fleet National Bank,  formerly known as BankBoston,  N. A., as amended
as of April 26, 2000,  specifying the terms of the Rights (including as exhibits
thereto  the form of Rights  Certificate  and the Summary of Rights) is included
hereto  as an  exhibit  and is hereby  incorporated  herein  by  reference.  The
foregoing  description  of the  Rights  does  not  purport  to be  complete  and
therefore is qualified in its entirety by reference to such exhibit.

         Reference is hereby made to the declaration of trust  establishing  the
Trust dated July 18, 1929, as amended,  a copy of which is on file in the office
of the  Secretary  of  State  of The  Commonwealth  of  Massachusetts.  The name
"Eastern  Enterprises" refers to the trustees under such declaration as trustees
and not personally. No trustee, shareholder, officer or agent of the Trust shall
be held to any personal  liability in  connection  with the affairs of the Trust
and only the trust estate may be liable.

Item 2.  Exhibits.
         --------

         The  exhibits  which are filed  with this  report  are set forth in the
Exhibits Index which appears at page 7 of this report.





                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.





                                            EASTERN ENTERPRISES





         Date: May 16, 2000             By: /s/ L. William Law, Jr.
                                                -------------------
                                        Name:   L. William Law, Jr.
                                        Title:  Senior Vice President, General
                                                Counsel and Secretary




                          EXHIBIT INDEX


The following designated exhibits are filed herewith:

         Exhibit
         -------

1.       Rights Agreement ("Rights Agreement") dated as of July 22, 1998
         between the Trust and BankBoston, N. A. (Incorporated by reference
         to Exhibit 99.2 to Current Report on Form 8-K of the Trust dated
         July 28, 1998 (File No. 1-2297)).

2.       Form  of  Common   Stock   Purchase   Rights Certificate
         (attached  as  Exhibit A to the Rights Agreement) (Incorporated by
         reference to Exhibit  99.3 to  Current  Report on Form 8-K of the
         Trust  dated July 28,  1998 (File No.   1-2297)).   Pursuant
         to  the  Rights Agreement,  printed  Common  Stock  Purchase
         Rights Certificates will not be mailed until the  Distribution
         Date (as  defined  in the Rights Agreement).

3.       Summary  of  Common  Stock  Purchase  Rights (attached   as   Exhibit
         B  to  the  Rights Agreement)  (Incorporated  by  reference  to
         Exhibit  99.4 to Current  Report on Form 8-K of the Trust
         dated July 28,  1998 (File No. 1-2297)).

4.       Amendment No. 1 to Rights Agreement, dated as of April 26, 2000,
         between the Trust and Fleet National Bank, formerly known as
         BankBoston, N. A. (Incorporated by reference to Exhibit 99.1 to
         Current Report on Form 8-K of the Trust dated May 16, 2000
         (File No. 1-2297)).