EXHIBIT 10.5.1
 
                              EASTERN ENTERPRISES
 
                    DEFERRED COMPENSATION PLAN FOR TRUSTEES
 
                                   AMENDMENT
 
  Pursuant to paragraph 9 of the Eastern Enterprises Deferred Compensation
Plan for Trustees (as amended, the "Plan"), the Plan is hereby amended by
adding to paragraph 8 thereof, effective immediately, the following new
subparagraph:
 
    "Notwithstanding the foregoing, Eastern in its sole discretion may
  establish a so-called "rabbi" trust or similar trust, whether or not
  conforming to Rev. Proc. 92-64, or may avail itself of any such trust which
  it has previously established, to provide for the payment of benefits
  hereunder, subject to such terms as the Board of Trustees may determine (a
  "trust"). In the event Eastern establishes a trust in respect of the Plan
  or causes a pre-existing trust to cover the Plan, and at the time of a
  Change of Control such trust (i) has not been terminated or revoked and
  (ii) is not "fully funded" (as hereinafter defined), Eastern shall promptly
  deposit in such trust cash sufficient to cause the trust to be "fully
  funded" as of the date of the deposit. For purposes of this subparagraph,
  any such trust shall be deemed "fully funded" as of any date if, as of that
  date, the fair market value of the assets held in trust is not less than
  (1) the aggregate of the balances, determined as of such date, of all Cash
  Accounts and Share Unit Accounts hereunder, plus (2) the aggregate of the
  account balances, determined as of such date, under all other individual-
  account type plans and arrangements provided for through the trust, plus
  (3) the aggregate of the benefits then in pay status or otherwise payable
  under all other plans and arrangements provided for through the trust, as
  determined in accordance with the rules set forth in such plans and
  arrangements (or, with respect to any such plan or arrangement where no
  such rules are set forth, the aggregate of the present value of all accrued
  benefits under such plan or arrangement, determined by applying the
  interest and mortality assumptions used in determining lump sum present
  values under the qualified defined benefit pension plan maintained by
  Eastern, or if no such qualified plan is then maintained by Eastern, by
  applying the assumptions used prior to the Change of Control in determining
  Eastern's pension expense under FAS 87 or any successor pronouncement with
  respect to such plan or arrangement). For purposes of this subparagraph, a
  Change of Control will be deemed to have occurred if (i) after January 1,
  1988 any "person" (as such term is used in Sections 13(d) and 14(d) of the
  Securities Exchange Act of 1934), other than Eastern, becomes a beneficial
  owner directly or indirectly of securities representing twenty-five percent
  (25%) or more of the combined voting power of the then outstanding voting
  securities of Eastern; or (ii) within two years after the commencement of a
  tender offer or exchange offer for the voting securities of Eastern (other
  than by Eastern), or as a result of a merger, consolidation, sale of assets
  or contested election of trustees or directors, or any combination of the
  foregoing, the individuals who were trustees of Eastern immediately prior
  thereto shall cease to constitute a majority of the Board of Trustees of
  Eastern or of the board of trustees or directors of its successor by
  merger, consolidation or sale of assets."
 
  In Witness Whereof, Eastern Enterprises has caused this instrument of
amendment to be executed by its duly authorized officer this 8th day of
December, 1995.
 
                                          Eastern Enterprises
 
                                                  /s/ Richard R. Clayton
                                          By:__________________________________
                                                     Title: President