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                                  Exhibit 10.2
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                                                                  April 28, 1994


J. Atwood Ives
1 Bennington Road
Lexington, MA  02173

  Re:  Eastern Enterprises Supplemental
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       Executive Retirement Plan
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Dear Woody:

  As you know, the Eastern Enterprises Supplemental Executive
Retirement Plan is being amended in certain respects, as of
April 28, 1994 (the "Amended SERP").

  In this regard, you and Eastern Enterprises have agreed that
certain of such amendments shall not apply with respect to benefits
that may become payable to you thereunder.  Specifically, if benefits
should become payable under the Amended SERP to you or your spouse,
such benefits shall be calculated without giving effect to the
amendments to Sections 2 and 5 of such Plan approved by the Board of
Trustees on April 28, 1994.

  Please indicate your agreement by signing in the space provided
below and returning one copy of this letter agreement to the
undersigned.

                           Yours truly,


                           /s/ Walter J. Flaherty
                           ---------------------------
                           Walter J. Flaherty

Agreed:


/s/ J. Atwood Ives
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J. Atwood Ives




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