EXHIBIT 10.20.1
 
                              EASTERN ENTERPRISES
 
                   RETIREMENT PLAN FOR NON-EMPLOYEE TRUSTEES
 
                                   AMENDMENT
 
  Pursuant to paragraph IX of the Eastern Enterprises Retirement Plan for Non-
Employee Trustees (as amended, the "Plan"), the Plan is hereby amended by
deleting the last three sentences of paragraph V thereof (begins:
"Notwithstanding the foregoing........'') and replacing them with the following
text, effective immediately:
 
    "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 present value as of that date of all benefits then in pay
  status under the Plan (including benefits not yet commenced but in respect
  of Participants who have retired under circumstances entitling them to
  benefits hereunder) plus (2) the aggregate present value as of that date of
  all benefits that would be payable under the Plan if all other Participants
  were deemed to have retired on that date plus (3) the aggregate present
  value as of that date of all benefits payable (as determined under rules
  similar to the rules described in (1) and (2)) under all other defined-
  benefit type plans and arrangements provided for through the trust, plus
  (4) the aggregate of the account balances, determined as of such date,
  under all individual-account type plans and arrangements provided for
  through the trust. In applying clauses (1), (2) and (3) of the previous
  sentence, present value shall be determined by using 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."
 
  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
 
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