Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

EASTERN ENTERPRISES
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(Exact name of registrant as specified in its charter)

MASSACHUSETTS 04-1270730
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

9 Riverside Road, Weston, Massachusetts 02493
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(Address of Principal Offices with) ( zip code)

ESSEX GAS COMPANY 1994 STOCK OPTION PLAN
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(Full title of the Plan)

L. William Law, Jr.
Eastern Enterprises
9 Riverside Road
Weston, Massachusetts 02493
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(Name and address of agent for service)

(781) 647-2300
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(Telephone number, including area code, of agent for service)

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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
- --------------------------------------------------------------------------------------------------------------

Common Stock, 28,415 $42.4375 $ 1,205,861.56 $335.23
$1.00 par value, with
related common stock
purchase rights
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(1) Pursuant to Rules 457(f)(1) and 457(c) under the Securities Act of 1933, as
amended (the"Securities Act") and estimated solely for the purpose of
calculating the registration fee on the basis of the Eastern Common Stock to be
received as established by of the average high and low prices of the Common
Stock as reported by the New York Stock Exchange on December 17, 1998.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference
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This registration statement incorporates by reference the documents set
forth below that were previously filed with the Securities and Exchange
Commission by Eastern Enterprises (the "Company") (File No. 1-2297) and are made
a part of this registration statement.

o Eastern's Annual Report on Form 10-K for the fiscal year ended December 31,
1997.

o Eastern's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.

o Eastern's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.

o Eastern's Quarterly Report on Form 10-Q for the quarter ended September 30,
1998.

o Eastern's Current Reports on Form 8-K filed June 29, 1998, July 28, 1998,
October 14, 1998, October 26, 1998 and December 7, 1998.

o Eastern's Current Report on Form 8-K filed November 23, 1998,
containing Eastern's restated financial statements and schedule as
of December 31, 1997 and 1996 and for each of the three years in the
period ended December 31, 1997. To the extent applicable, the
information contained in this report will supersede information
contained in Eastern's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.

o The description of Eastern Common Stock contained in its Form 8,
filed on May 23, 1991, amending its Registration Statement on Form
8-A dated November 6, 1950.

o The description of the Eastern common stock purchase rights
contained in Eastern's Registration Statement on Form 8-A filed on
March 1, 1990, as amended.

o The description of the Eastern 1998 common stock purchase rights
contained in Eastern's Registration Statement on Form 8-A filed on
July 29, 1998.

All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended ( the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents.

Item 4. Description of Securities
-------------------------

Not Required.
2

Item 5. Interests of Named Experts and Counsel
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Not Applicable.

Item 6. Indemnification of Trustees and Officers
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The Declaration of Trust of the Company (the "Company's Charter")
provides that the trustees, officers and agents of the Company generally shall
not be liable except for acts or failures to act which at the time would impose
liability on such party if the Company were a Massachusetts business corporation
and such person was a director, officer or agent thereof. The Company's Charter
provides that it shall indemnify each of its trustees and officers against all
liabilities and expenses, including amounts paid in satisfaction of judgments,
in compromise or as fines and penalties, and counsel fees, reasonably incurred
by such person in connection with the defense or disposition of any action,
suits or other proceeding, whether civil or criminal, including but not limited
to derivative suits (to the extent permitted by law), in which such person may
be involved or with which such person may be threatened, while in office or
thereafter, except with respect to any matters as to which such person shall
have been adjudicated to have acted in bad faith or not to have acted in good
faith in the reasonable belief that such person's action was in the best
interests of the Company or, to the extent that such matter relates to service
with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such plan. The Company's Charter provides,
however, that as to any matter disposed of by a compromise payment by such
trustee or officer pursuant to a consent decree or otherwise, no indemnification
either for said payment or for any other expenses shall be provided unless such
compromise shall be approved as in the best interests of the Company, after
notice that it involves such indemnification: (a) if no change of control has
occurred, (i) by a disinterested majority of the trustees then in office or (ii)
by a majority of the disinterested trustees then in office or by the
shareholders of the Company, provided that the Company shall have received a
written opinion of independent legal counsel to the effect that such trustee or
officer appears to have acted in good faith in the reasonable belief that such
person's action was in the best interests of the Company; or (b) if a change of
control shall have occurred, by an opinion in writing of independent legal
counsel to the effect that such trustee or officer appears to have acted in good
faith in the reasonable belief that such person's action was in the best
interests of the Company. The rights accruing to any trustee or officer under
the foregoing provisions do not exclude any other right to which such trustee or
officer may be lawfully entitled; provided, however, that no trustee or officer
may satisfy any rights of indemnity or reimbursement granted pursuant to the
Company's Charter or to which he may be otherwise entitled except out of the
trust estate of the Company.

The Company's Charter further provides that notwithstanding any
provision of law or any other provision of the Company's Charter, a trustee
shall not be liable to the Company or any shareholder of the Company for
monetary damages for breach of such trustee's fiduciary duties as a trustee,
except with respect to any matter as to which such liability is imposed by
applicable law and such trustee shall have been adjudicated (a) to have breached
such trustee's duty of loyalty to the Company or its shareholders, (b) to have
acted (or omitted to act) not in good faith, (c) to have knowingly violated the
law, (d) to have intentionally engaged in misconduct, or (e) to have derived any
improper personal benefit from a transaction. Trustees, officers and agents of
the Company will also not be held liable for any act or failure to act in good
faith, that is required, authorized or approved by an order issued pursuant to
the Public Utility Holding Company Act of 1935 or any other federal or state
statute regulating the Company or any of its subsidiaries by reason of its being
3

a public utility holding company or their being public utilities. In the event
that the foregoing provisions of the preceding sentence are found by a court not
to constitute a valid defense on the grounds of not being applicable to the
particular class of plaintiffs, each such trustee, officer and agent (and his or
her legal representatives) shall be reimbursed for, or indemnified against, all
expenses and liabilities incurred by him or her or imposed on him or her in
connection with any such action, suit or proceeding; provided, however, that as
to any matter disposed of by a compromise payment by such trustee or officer,
pursuant to a consent decree or otherwise, no indemnification either for said
payment or for any other expenses shall be provided unless such compromise shall
be approved as in the best interest of the Company as provided in the Company's
Charter. Such expenses and liabilities shall include, but shall not be limited
to, judgments, court costs, and attorneys' fees.

The Company's Charter provides that in discharging his or her duties,
when acting in good faith, any trustee or officer shall be fully entitled to
rely upon information, opinion, reports or records, including financial
statements, books of account and other financial records, in each case presented
or prepared by, or under the supervision of, (a) one or more officers or
employees of the Company (or of another organization in which such party serves
as contemplated by Article 19 of the Company's Charter, including all directors,
officers and trustees of wholly-owned subsidiaries of the Company) whom the
trustee or officer reasonably believes to be reliable and competent in the
matters presented, (b) counsel, public accountants or other persons as to
matters which the trustee or officer reasonably believes to be within such
person's professional or expert competence, or (c) in the case of a trustee, a
duly constituted committee of trustees (or similar governing body of such other
organization) upon which such trustee does not serve, as to matters within its
delegated authority, which committee the trustee reasonably believes to merit
confidence, but such trustee shall not be considered to be acting in good faith
if such trustee has knowledge concerning the matter in question that would cause
such reliance to be unwarranted. The fact that a trustee or officer so relied
shall be a complete defense to any claim asserted against such party, except as
expressly provided by statute, by reason of such party being or having been a
trustee or officer of the Company (or such other organization).

The Company maintains an insurance policy that insures its trustees and
officers against certain liabilities.

Item 7. Exemption from Registration Claimed
-----------------------------------

Not Applicable.

Item 8. Exhibits.
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Exhibit 4(a). Essex Gas Company 1994 Stock Option Plan.

Exhibit 4(b). Declaration of Trust of Eastern
Enterprises, as amended (filed as Exhibit
3.1 to Eastern Enterprises Quarterly Report
on Form 10-Q for the quarter ended June 30,
1989, Commission File No.
1-2297, incorporated by reference herein).

Exhibit 4(c). By-laws of Eastern Enterprises, as
amended (filed as Exhibit 3.1 to the Eastern
Enterprises Quarterly Report on Form 10-Q

for the quarter ended June 30, 1992,
Commission File No. 1-2297, incorporated by
reference herein).

Exhibit 4(d). Specimen copy of common stock
certificate for Eastern Enterprises (filed
as Exhibit A-1 to the Eastern Enterprises
Form U-1 dated March 31, 1998, Commission
File No. 070-09195, incorporated by
reference herein).

Exhibit 4(e). Common Stock Rights Agreement between
Eastern Enterprises and the Bank of New York
dated as of February 22, 1990 (filed as
Exhibit 1 to the Eastern Enterprises Current
Report on Form 8-K dated March 1, 1990,
Commission File No. 1-2297, incorporated by
reference herein).

Exhibit 4(f). Agreement between Eastern and the
First National Bank of Boston dated January
30, 1995 ( filed as Exhibit 4.1.1. to the
Eastern Enterprises Annual Report on Form
10-K for the year ended December 31, 1994,
Commission File No. 1-2297, incorporated by
reference herein).

Exhibit 4(g) Amendment No. 2 to Common Stock Rights
Agreement, between Eastern Enterprises and
BankBoston, N.A., dated July 22, 1998 (filed
as Exhibit 99.1 to the Eastern Enterprises
Current Report on Form 8-K, filed July
29,1998, Commission File No. 1-2297,
incorporated herein by reference).

Exhibit 4(h) Rights Agreement between Eastern
Enterprises and BankBoston, N.A., dated as
of July 22, 1998 (filed as Exhibit 99.2 to
the Eastern Enterprises Current Report on
Form 8-K, filed July 29,1998, Commission
File No. 1-2297, incorporated herein by
reference).

Exhibit 5. Opinion of L. William Law, Jr., General
Counsel of Eastern Enterprises.

Exhibit 23(a). Consent of L. William Law, Jr., General
Counsel of Eastern Enterprises (contained
in Exhibit 5).

Exhibit 23(b). Consent of Arthur Andersen LLP.

Exhibit 24. Power of Attorney (included as part of the
signature pages to this Registration
Statement).

Item 9. Undertakings.
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(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
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(i) To include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Weston, Commonwealth of Massachusetts, on this 22nd
day of December, 1998.
EASTERN ENTERPRISES

By: /s/ Walter J. Flaherty
----------------------
Name: Walter J. Flaherty
Title: Senior Vice President and
Chief Financial Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Walter J. Flaherty and L. William Law, Jr. and
each of them, with full power to act without the other, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
revocation, for him or her and in his or her name, place and stead, in any and
all capacities to execute any and all amendments to this registration statement,
including post-effective amendments and supplements to this registration
statement, or any registration statement under Rule 462(b), and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or any substitutes may lawfully do or cause to
be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Name Title Date

/s/ J. Atwood Ives Chairman of the Board, December 22, 1998
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J. Atwood Ives Chief Executive Officer and Trustee
(principal executive officer)

/s/ Fred C. Raskin President and Chief Operating December 22, 1998
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Fred C. Raskin Officer

/s/ Walter J. Flaherty Senior Vice President December 22, 1998
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Walter J. Flaherty and Chief Financial Officer
(principal financial officer)

/s/ James J. Harper Vice President and Controller December 22, 1998
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James J. Harper (principal accounting officer)

/s/ James R. Barker Trustee December 22, 1998
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James R. Barker

/s/ Richard R. Clayton Trustee December 22, 1998
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Richard R. Clayton

/s/ John D. Curtin, Jr. Trustee December 22, 1998
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John D. Curtin, Jr.

/s/ Samuel Frankenheim Trustee December 22, 1998
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Samuel Frankenheim

/s/ Leonard R. Jaskol Trustee December 22, 1998
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Leonard R. Jaskol

/s/ Wendell J. Knox Trustee December 22, 1998
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Wendell J. Knox

/s/ Rina K. Spence Trustee December 22, 1998
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Rina K. Spence

/s/ David B. Stone Trustee December 22, 1998
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David B. Stone

EXHIBIT INDEX

Number Title of Exhibits

Exhibit 4(a). Essex Gas Company's 1994 Stock Option Plan.

Exhibit 4(b). Declaration of Trust of Eastern Enterprises, as amended
(incorporated by reference).

Exhibit 4(c). By-laws of Eastern Enterprises, as amended ( incorporated
by reference).

Exhibit 4(d). Specimen copy of common stock certificate for Eastern
Enterprises (incorporated by reference).

Exhibit 4(e). Common Stock Rights Agreement between Eastern Enterprises
and the Bank of New York dated as of February 22, 1990
(incorporated by reference).

Exhibit 4(f). Agreement between Eastern and the First National Bank of
Boston dated January 30, 1995 (incorporated by reference).

Exhibit 4(g) Amendment No. 2 to Common Stock Rights Agreement, between
Eastern Enterprises and BankBoston, N.A., dated July
22, 1998 (incorporated by reference).

Exhibit 4(h) Rights Agreement between Eastern Enterprises and
BankBoston, N.A., dated as of July 22, 1998 (incorporated
by reference).

Exhibit 5. Opinion of L. William Law, Jr., General Counsel of Eastern
Enterprises.

Exhibit 23(a). Consent of L. William Law, Jr., General Counsel of Eastern
Enterprises (contained in Exhibit 5).

Exhibit 23(b). Consent of Arthur Andersen LLP.

Exhibit 24. Power of Attorney (included as part of the signature
pages to this Registration Statement).