EXHIBIT 23.2
 
                           [MERRILL LYNCH LETTERHEAD]
 
         CONSENT OF MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
 
  We hereby consent to the use of our opinion letter dated October 17, 1998 to
the Board of Trustees of Eastern Enterprises included as Annex B to the Joint
Proxy Statement/Prospectus which forms a part of the Registration Statement on
Form S-4 relating to the proposed merger of Colonial Gas Company with and into
a wholly-owned subsidiary of Eastern Enterprises, and to the references to such
opinion in such Joint Proxy Statement/Prospectus under the captions "SUMMARY"
and "THE MERGER." In giving such consent, we do not admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder, nor do we thereby
admit that we are experts with respect to any part of such Registration
Statement within the meaning of the term "experts" as used in the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
 
                                    MERRILL LYNCH, PIERCE, FENNER & SMITH
                                                  INCORPORATED
 
                                        /s/ Laurel A. Coben
                                    By: _________________________________
                                    Name:  Laurel A. Coben
                                    Title: Managing Director
 
New York, New York
December 16, 1998