Exhibit 10.15.1
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February 25, 1998


J. Atwood Ives
17 West Cedar Street
Boston, MA  02108

                Re:  Eastern Enterprises Supplemental Executive Retirement Plan

Dear Woody:

By letter  agreement  dated April 28, 1994, you and Eastern  Enterprises  agreed
that  certain  amendments  being  made at that time to the  Eastern  Enterprises
Supplemental Executive Retirement Plan (the "SERP") would not apply with respect
to benefits that may become payable to you or your spouse under such Plan.

Pursuant to  authorization  of Eastern's Board of Trustees on February 25, 1998,
that letter  agreement  may now be rescinded so that the  limitations  contained
therein  shall no longer apply with  respect to benefits  payable to you or your
spouse under the SERP. Accordingly,  by this letter, you and Eastern Enterprises
hereby agree to rescind the letter  agreement  dated April 28,  1994,  as stated
above.

Please  indicate  your  agreement  by  signing in the space  provided  below and
returning one copy of this letter agreement to the undersigned.

                                   Sincerely,

                                   /S/ WALTER J. FLAHERTY

                                   Walter J. Flaherty

AGREED:



/S/J.ATWOOD IVES
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J. Atwood Ives






                                



February 25, 1998


Richard R. Clayton
P.O. Box 2364
1 Quail Run
Acton, MA  01720-6364

               Re:  Eastern Enterprises Supplemental Executive Retirement Plan

Dear Dick:

By letter  agreement  dated April 28, 1994, you and Eastern  Enterprises  agreed
that  certain  amendments  being  made at that time to the  Eastern  Enterprises
Supplemental Executive Retirement Plan (the "SERP") would not apply with respect
to benefits that may become payable to you or your spouse under such Plan.

Pursuant to  authorization  of Eastern's Board of Trustees on February 25, 1998,
that letter  agreement  may now be rescinded so that the  limitations  contained
therein  shall no longer apply with  respect to benefits  payable to you or your
spouse under the SERP. Accordingly,  by this letter, you and Eastern Enterprises
hereby agree to rescind the letter  agreement  dated April 28,  1994,  as stated
above.

Please  indicate  your  agreement  by  signing in the space  provided  below and
returning one copy of this letter agreement to the undersigned.

                                   Sincerely,

                                   /s/ WALTER J. FLAHERTY

                                   Walter J. Flaherty

AGREED:



/S/ RICHARD R. CLAYTON
- ----------------------
Richard R. Clayton