EXHIBIT 4.1.1 
                                  AGREEMENT 

AGREEMENT dated as of the 30th day of January, 1995, by and between Eastern 
Enterprises, a Massachusetts voluntary association (the "Trust"), and The 
First National Bank of Boston ("FNBB"). 

                             W I T N E S S E T H 

WHEREAS, the Trust is party to a Common Stock Rights Agreement dated as of 
February 22, 1990, by and between the Trust and The Bank of New York as 
Rights Agent (the "Rights Agreement"); 

WHEREAS, The Bank of New York has resigned as Rights Agent under the Rights 
Agreement, effective as of January 30, 1995; and 

WHEREAS, the parties hereto desire to enter into this agreement to confirm 
the appointment of FNBB as successor Rights Agent under the Rights Agreement; 

NOW, THEREFORE, in consideration of the premises and the mutual agreements 
herein set forth, the parties hereby agree as follows: 

1. The parties acknowledge and agree that FNBB shall be the successor Rights 
Agent under the Rights Agreement, effective as of January 30, 1995, and 
accordingly, pursuant to Section 21 of such Agreement, shall be vested with 
the same powers, rights, duties and responsibilities as if it had been 
originally named as Rights Agent under such Agreement, without further act or 
deed, and, except as the context in the Rights Agreement otherwise requires, 
shall be deemed to be the "Rights Agent" for all purposes of such Agreement. 

2. FNBB represents and warrants that it is a corporation organized and doing 
business under the laws of the United States, The Commonwealth of 
Massachusetts, or the State of New York (or of any other State of the United 
States so long as it is authorized to do business as a banking institution in 
The Commonwealth of Massachusetts or the State of New York), in good 
standing, having a principal office in The Commonwealth of Massachusetts or 
the State of New York, which is authorized under such laws to exercise 
corporate trust powers and is subject to supervision or examination by 
federal or state authority and which has a combined capital and surplus of at 
least $50,000,000. 

3. Section 25 of the Rights Agreement is hereby amended, effective January 
30, 1995, by deleting the address of The Bank of New York set forth therein 
and substituting therefor the following: 

             "THE FIRST NATIONAL BANK OF BOSTON 
             Attention: Shareholder Services Division 
             150 Royall Street 
             Canton, MA 02021" 

4. Section 31 of the Rights Agreement is hereby amended, effective January 
30, 1995, by deleting such Section in its entirety and substituting therefor 
the following: 

"Section 31. Governing Law. 

This Agreement and each Rights Certificate issued hereunder shall be deemed 
to be a contract made under the laws of The Commonwealth of Massachusetts and 
for all purposes shall be governed by and construed in accordance with the 
laws of said Commonwealth applicable to contracts to be made and performed 
entirely within said Commonwealth." 

5. Reference is hereby made to the declaration of trust establishing the 
Trust dated July 18, 1929, as amended, a copy of which is on file in the 
office of the Secretary of State of The Commonwealth of Massachusetts. The 
name "Eastern Enterprises" refers to the trustees under such declaration as 
trustees and not personally. No trustee, shareholder, officer or agent of the 
Trust shall be held to any personal liability in connection with the affairs 
of the Trust and only the trust estate may be liable. 


 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed and set their respective hands and seals, all as of the day and year 
first above written. 

                                    EASTERN ENTERPRISES 
                                    By: /s/ L. William Law, Jr. 
                                    Title: General Counsel 

                                    THE FIRST NATIONAL BANK OF BOSTON 
                                    By: /s/ Colleen H. Shea 
                                    Title: Administration Manager