As filed with the Securities and Exchange Commission on February 3, 1999.
                           

                                               Registration No. 333-52235


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                         Post-Effective Amendment No. 1
                                       to
                                    FORM S-4/A
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933 
                               EASTERN ENTERPRISES
             (Exact name of registrant as specified in its charter)

       Massachusetts                      4924                  04-1270730
(State or other jurisdiction       (Primary Standard        (I.R.S. Employer
incorp. or organization)      Industrial Classification No.)Identification No.)

           9 Riverside Road, Westen, Massachusetts 02493, (781) 647-2300
(Address, including zip code, and telephone number, including area code, of
  Registrant's principal executive offices)

                               L. William Law, Jr.
                              Eastern Enterprises,
                                9 Riverside Road,
                           Weston, Massachusetts 02493
                                (781) 647-2300
(Name, address, including zip code, and telephone number, including area code,
  of agent for service)

        Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

     If the  securities  being  registered  on this  Form are being  offered  in
     connection  with the formation of a holding company and there is compliance
     with General Instruction G, check the following box. If this Form is
     filed to register  additional  securities for an offering  pursuant to Rule
     462(b)  under the  Securities  Act,  check the  following  box and list the
     Securities  Act  registration  statement  number of the  earlier  effective
     registration  statement  for the same  offering.    If this Form is a
     post-effective amendment filed pursuant to Rule 462(d) under the Securities
     Act,  check the  following  box and list the  Securities  Act  registration
     statement number of the earlier  effective  registration  statement for the
     same offering.
    










 Eastern  Enterprises,   a  Massachusetts   business  trust  ("Eastern"  or  the
"Registrant"),   hereby  files  this  Post-Effective  Amendment  No.  1  to  the
Registrant's  Registration  Statement No. 333-52235 to remove from  registration
653,448  shares of Eastern  Common  Stock,  $1.00 par value per share  under the
Securities  Act of 1933,  as  amended,  which  remain  unsold  pursuant  to such
Registration  Statement on the date of this filing.  No further offering of such
securities will be made.






                                   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-4 and has duly  caused  this  Post-Effective
Amendment  No. 1 to the  registration  statement on Form S-4 to be signed on its
behalf by the  undersigned,  thereunto duly  authorized,  in the City of Weston,
Commonwealth of Massachusetts, on this 3rd day of February, 1999.

                                                      Eastern Enterprises


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

 Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the  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,       February 3, 1999
- -------------------------------                                            
J. Atwood Ives                    Chief Executive Officer and Trustee
                                  (Principal Executive Officer)


/s/ Fred C. Raskin                President and Chief Operating February 3, 1999
- -------------------------------
Fred C. Raskin                    Officer


/s/ Walter J. Flaherty       *    Senior Vice President        February 3,1999
- ------------------------------
Walter J. Flaherty                and Chief Financial Officer
                                  (Principal Financial Officer)


/s/ James J. Harper       *       Vice President               February 3, 1999
- ----------------------------                                                
James J. Harper                   and Controller
                                 (Principal Accounting Officer)


/s/ James R. Barker       *      Trustee                        February 3,1999
- ---------------------------
James R. Barker


/s/ Richard R. Clayton   *       Trustee                        February 3, 1999
- --------------------------
Richard R. Clayton


/s/ John D. Curtin, Jr.  *       Trustee                        February 3, 1999
- --------------------------
John D. Curtin, Jr.








/s/ Samuel Frankenheim *         Trustee                      February 3, 1999
- ------------------------
Samuel Frankenheim


/s/ Leonard R. Jaskol     *      Trustee                      February 3, 1999
- --------------------------
Leonard R. Jaskol


/s/ Wendell J. Knox       *      Trustee                      February 3, 1999
- ---------------------------
Wendell J. Knox


/s/ Rina K. Spence         *     Trustee                      February 3, 1999
- ---------------------------
Rina K. Spence


/s/ David B. Stone         *     Trustee                      February 3, 1999
- ----------------------------
David B. Stone


*   By: /s/ L. William Law, Jr.                               February 3, 1999
       ------------------------
        L. William Law, Jr.
        Attorney-in-Fact