<PAGE>

                                                    Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               EASTERN ENTERPRISES 
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

MASSACHUSETTS                                                  04-1270730    
--------------                                                 ----------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

                  9 Riverside Road, Weston, Massachusetts 02493
                 ----------------------------------------------
                 (Address of Principal Offices with) ( zip code)

                    ESSEX GAS COMPANY 1994 STOCK OPTION PLAN
                    ----------------------------------------
                            (Full title of the Plan)

                               L. William Law, Jr.
                               Eastern Enterprises
                                9 Riverside Road
                           Weston, Massachusetts 02493
                      -------------------------------------
                     (Name and address of agent for service)

                                 (781) 647-2300 
           ----------------------------------------------------------
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                    Proposed              Proposed
Title of                                            Maximum               Maximum
Securities                 Amount                   Offering              Aggregate              Amount of
To Be                      To Be                    Price Per             Offering               Registration
Registered                 Registered               Share (1)             Price (1)              Fee
--------------------------------------------------------------------------------------------------------------
<S>                        <C>                      <C>                   <C>                    <C>
Common Stock,              28,415                   $42.4375              $ 1,205,861.56         $335.23
$1.00 par value, with
related common stock
purchase rights
-------------------------
</TABLE>

(1) Pursuant to Rules  457(f)(1) and 457(c) under the Securities Act of 1933, as
amended   (the"Securities   Act")  and  estimated  solely  for  the  purpose  of
calculating the  registration fee on the basis of the Eastern Common Stock to be
received  as  established  by of the  average  high and low prices of the Common
Stock as reported by the New York Stock Exchange on December 17, 1998.



<PAGE>


                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference
         -----------------------------------------------

        This registration  statement incorporates by reference the documents set
forth  below  that  were  previously  filed  with the  Securities  and  Exchange
Commission by Eastern Enterprises (the "Company") (File No. 1-2297) and are made
a part of this registration statement.

o Eastern's  Annual  Report on Form 10-K for the fiscal year ended  December 31,
1997.

o Eastern's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.

o Eastern's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.

o Eastern's  Quarterly  Report on Form 10-Q for the quarter ended  September 30,
1998.

o  Eastern's Current Reports on Form 8-K filed June 29, 1998, July 28, 1998, 
   October 14, 1998, October 26, 1998 and December 7, 1998.

o           Eastern's  Current  Report  on Form 8-K  filed  November  23,  1998,
            containing  Eastern's restated financial  statements and schedule as
            of December 31, 1997 and 1996 and for each of the three years in the
            period  ended  December  31,  1997.  To the extent  applicable,  the
            information  contained  in this  report will  supersede  information
            contained  in  Eastern's  Annual  Report on Form 10-K for the fiscal
            year ended December 31, 1997.

o           The  description  of Eastern  Common Stock  contained in its Form 8,
            filed on May 23, 1991,  amending its Registration  Statement on Form
            8-A dated November 6, 1950.

o           The   description  of  the  Eastern  common  stock  purchase  rights
            contained in Eastern's  Registration  Statement on Form 8-A filed on
            March 1, 1990, as amended.

o           The  description  of the Eastern 1998 common stock  purchase  rights
            contained in Eastern's  Registration  Statement on Form 8-A filed on
            July 29, 1998.

        All  reports  and  other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of  1934,  as  amended  (  the  "Exchange  Act"),  prior  to  the  filing  of  a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of the filing of such reports and documents.

Item 4.  Description of Securities
         -------------------------

           Not Required.
                                       2
<PAGE>


Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

           Not Applicable.

Item 6.  Indemnification of Trustees and Officers
         ----------------------------------------

        The  Declaration  of  Trust of the  Company  (the  "Company's  Charter")
provides that the trustees,  officers and agents of the Company  generally shall
not be liable  except for acts or failures to act which at the time would impose
liability on such party if the Company were a Massachusetts business corporation
and such person was a director,  officer or agent thereof. The Company's Charter
provides that it shall  indemnify each of its trustees and officers  against all
liabilities and expenses,  including  amounts paid in satisfaction of judgments,
in compromise or as fines and penalties,  and counsel fees,  reasonably incurred
by such  person in  connection  with the defense or  disposition  of any action,
suits or other proceeding,  whether civil or criminal, including but not limited
to derivative  suits (to the extent  permitted by law), in which such person may
be  involved  or with which such  person may be  threatened,  while in office or
thereafter,  except with  respect to any  matters as to which such person  shall
have been  adjudicated  to have  acted in bad faith or not to have acted in good
faith  in the  reasonable  belief  that  such  person's  action  was in the best
interests  of the Company or, to the extent that such matter  relates to service
with  respect  to an  employee  benefit  plan,  in  the  best  interests  of the
participants  or  beneficiaries  of such plan. The Company's  Charter  provides,
however,  that as to any  matter  disposed  of by a  compromise  payment by such
trustee or officer pursuant to a consent decree or otherwise, no indemnification
either for said payment or for any other expenses shall be provided  unless such
compromise  shall be approved as in the best  interests  of the  Company,  after
notice that it involves  such  indemnification:  (a) if no change of control has
occurred, (i) by a disinterested majority of the trustees then in office or (ii)
by  a  majority  of  the  disinterested  trustees  then  in  office  or  by  the
shareholders  of the Company,  provided  that the Company  shall have received a
written opinion of independent  legal counsel to the effect that such trustee or
officer  appears to have acted in good faith in the reasonable  belief that such
person's action was in the best interests of the Company;  or (b) if a change of
control  shall have  occurred,  by an opinion  in writing of  independent  legal
counsel to the effect that such trustee or officer appears to have acted in good
faith  in the  reasonable  belief  that  such  person's  action  was in the best
interests of the Company.  The rights  accruing to any trustee or officer  under
the foregoing provisions do not exclude any other right to which such trustee or
officer may be lawfully entitled;  provided, however, that no trustee or officer
may satisfy any rights of indemnity  or  reimbursement  granted  pursuant to the
Company's  Charter or to which he may be  otherwise  entitled  except out of the
trust estate of the Company.

        The  Company's  Charter  further  provides  that   notwithstanding   any
provision of law or any other  provision  of the  Company's  Charter,  a trustee
shall  not be  liable to the  Company  or any  shareholder  of the  Company  for
monetary  damages for breach of such  trustee's  fiduciary  duties as a trustee,
except  with  respect  to any matter as to which  such  liability  is imposed by
applicable law and such trustee shall have been adjudicated (a) to have breached
such trustee's duty of loyalty to the Company or its  shareholders,  (b) to have
acted (or omitted to act) not in good faith, (c) to have knowingly  violated the
law, (d) to have intentionally engaged in misconduct, or (e) to have derived any
improper personal benefit from a transaction.  Trustees,  officers and agents of
the  Company  will also not be held liable for any act or failure to act in good
faith,  that is required,  authorized or approved by an order issued pursuant to
the Public  Utility  Holding  Company Act of 1935 or any other  federal or state
statute regulating the Company or any of its subsidiaries by reason of its being
                                       3
<PAGE>

a public utility holding company or their being public  utilities.  In the event
that the foregoing provisions of the preceding sentence are found by a court not
to  constitute  a valid  defense on the grounds of not being  applicable  to the
particular class of plaintiffs, each such trustee, officer and agent (and his or
her legal  representatives) shall be reimbursed for, or indemnified against, all
expenses  and  liabilities  incurred  by him or her or  imposed on him or her in
connection with any such action, suit or proceeding;  provided, however, that as
to any matter  disposed of by a  compromise  payment by such trustee or officer,
pursuant to a consent decree or otherwise,  no  indemnification  either for said
payment or for any other expenses shall be provided unless such compromise shall
be approved as in the best  interest of the Company as provided in the Company's
Charter.  Such expenses and liabilities shall include,  but shall not be limited
to, judgments, court costs, and attorneys' fees.

        The Company's  Charter  provides that in discharging  his or her duties,
when acting in good faith,  any  trustee or officer  shall be fully  entitled to
rely  upon  information,   opinion,  reports  or  records,  including  financial
statements, books of account and other financial records, in each case presented
or  prepared  by, or under  the  supervision  of,  (a) one or more  officers  or
employees of the Company (or of another  organization in which such party serves
as contemplated by Article 19 of the Company's Charter, including all directors,
officers  and trustees of  wholly-owned  subsidiaries  of the Company)  whom the
trustee or officer  reasonably  believes to be  reliable  and  competent  in the
matters  presented,  (b)  counsel,  public  accountants  or other  persons as to
matters  which the  trustee or officer  reasonably  believes  to be within  such
person's  professional or expert competence,  or (c) in the case of a trustee, a
duly constituted  committee of trustees (or similar governing body of such other
organization)  upon which such trustee does not serve,  as to matters within its
delegated  authority,  which committee the trustee reasonably  believes to merit
confidence,  but such trustee shall not be considered to be acting in good faith
if such trustee has knowledge concerning the matter in question that would cause
such  reliance to be  unwarranted.  The fact that a trustee or officer so relied
shall be a complete defense to any claim asserted against such party,  except as
expressly  provided by  statute,  by reason of such party being or having been a
trustee or officer of the Company (or such other organization).

        The Company  maintains an insurance policy that insures its trustees and
officers against certain liabilities.

Item 7.  Exemption from Registration Claimed
         -----------------------------------

        Not Applicable.

Item 8. Exhibits.
        --------

Exhibit 4(a).                       Essex  Gas Company 1994 Stock Option Plan.

Exhibit 4(b).                       Declaration   of  Trust  of  Eastern
                                    Enterprises,  as  amended  (filed as Exhibit
                                    3.1 to Eastern Enterprises  Quarterly Report
                                    on Form 10-Q for the quarter  ended June 30,
                                    1989, Commission File No.
                                    1-2297, incorporated by reference herein).

Exhibit 4(c).                       By-laws  of Eastern  Enterprises,  as
                                    amended (filed as Exhibit 3.1 to the Eastern
                                    Enterprises  Quarterly  Report  on Form 10-Q


                                       4
<PAGE>

                                    for  the  quarter   ended  June  30,   1992,
                                    Commission File No. 1-2297,  incorporated by
                                    reference herein).

Exhibit 4(d).                       Specimen   copy  of   common   stock
                                    certificate for Eastern  Enterprises  (filed
                                    as Exhibit  A-1 to the  Eastern  Enterprises
                                    Form U-1 dated  March 31,  1998,  Commission
                                    File   No.   070-09195,    incorporated   by
                                    reference herein).

Exhibit 4(e).                       Common Stock Rights Agreement between
                                    Eastern Enterprises and the Bank of New York
                                    dated as of  February  22,  1990  (filed  as
                                    Exhibit 1 to the Eastern Enterprises Current
                                    Report  on Form 8-K  dated  March  1,  1990,
                                    Commission File No. 1-2297,  incorporated by
                                    reference herein).

Exhibit 4(f).                       Agreement  between  Eastern  and  the
                                    First  National Bank of Boston dated January
                                    30,  1995 ( filed as Exhibit  4.1.1.  to the
                                    Eastern  Enterprises  Annual  Report on Form
                                    10-K for the year ended  December  31, 1994,
                                    Commission File No. 1-2297,  incorporated by
                                    reference herein).

Exhibit 4(g)                        Amendment No. 2 to Common Stock Rights
                                    Agreement,  between Eastern  Enterprises and
                                    BankBoston, N.A., dated July 22, 1998 (filed
                                    as Exhibit  99.1 to the Eastern  Enterprises
                                    Current  Report  on  Form  8-K,  filed  July
                                    29,1998,   Commission   File   No.   1-2297,
                                    incorporated herein by reference).

Exhibit 4(h)                        Rights   Agreement   between   Eastern
                                    Enterprises and BankBoston,  N.A.,  dated as
                                    of July 22, 1998  (filed as Exhibit  99.2 to
                                    the Eastern  Enterprises  Current  Report on
                                    Form 8-K,  filed  July  29,1998,  Commission
                                    File  No.  1-2297,  incorporated  herein  by
                                    reference).

Exhibit 5.                          Opinion of L. William Law, Jr., General
                                    Counsel of Eastern Enterprises.

Exhibit 23(a).                      Consent of L. William Law, Jr., General
                                    Counsel of Eastern Enterprises (contained
                                    in Exhibit 5).

Exhibit 23(b).                      Consent of Arthur Andersen LLP.

Exhibit 24.                         Power of Attorney (included as part of the
                                    signature pages to this Registration
                                    Statement).

Item 9.  Undertakings.
         ------------

        (a)  The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
                                       5
<PAGE>


                     (i)   To include any prospectus required by Section 10(a)
                           (3) of the Securities Act of 1933;

                     (ii) To  reflect  in the  prospectus  any  facts or  events
        arising after the effective date of the  registration  statement (or the
        most recent post-effective amendment thereof) which,  individually or in
        the aggregate,  represent a fundamental  change in the  information  set
        forth in the registration statement;

                     (iii) To include any material  information  with respect to
        the plan of distribution  not previously  disclosed in the  registration
        statement or any material change to such information in the registration
        statement;

provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) will not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

        (b) The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934 (and,  where  applicable,  each  filing of any
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       6


<PAGE>


                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Weston,  Commonwealth of Massachusetts,  on this 22nd
day of December, 1998.
                                           EASTERN ENTERPRISES


                                           By:    /s/ Walter J. Flaherty
                                                    ----------------------
                                           Name:   Walter J. Flaherty
                                           Title:  Senior Vice President and
                                                   Chief Financial Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below  constitutes  and appoints  Walter J. Flaherty and L. William Law, Jr. and
each of them,  with full power to act  without  the  other,  his or her true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
revocation,  for him or her and in his or her name,  place and stead, in any and
all capacities to execute any and all amendments to this registration statement,
including  post-effective   amendments  and  supplements  to  this  registration
statement, or any registration statement under Rule 462(b), and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorney-in-fact  and agent or any substitutes may lawfully do or cause to
be done by virtue hereof.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Name                             Title                         Date





 /s/ J. Atwood Ives          Chairman of the Board,          December 22, 1998
-------------------
J. Atwood Ives               Chief Executive Officer and Trustee
                             (principal executive officer)

 /s/ Fred C. Raskin          President and Chief Operating    December 22, 1998
-------------------
Fred C. Raskin               Officer


 /s/ Walter J. Flaherty      Senior Vice President            December 22, 1998
-----------------------
Walter J. Flaherty           and Chief Financial Officer
                             (principal financial officer)

 /s/ James J. Harper         Vice President and Controller    December 22, 1998
--------------------
James J. Harper              (principal accounting officer)

                                       7
<PAGE>


 /s/ James R. Barker                 Trustee           December 22, 1998
--------------------
James R. Barker


 /s/ Richard R. Clayton              Trustee           December 22, 1998
-----------------------
Richard R. Clayton


 /s/ John D. Curtin, Jr.             Trustee           December 22, 1998
------------------------
John D. Curtin, Jr.


 /s/ Samuel Frankenheim              Trustee           December 22, 1998
-----------------------
Samuel Frankenheim


 /s/ Leonard R. Jaskol               Trustee           December 22, 1998
----------------------
Leonard R. Jaskol


 /s/ Wendell J. Knox                 Trustee           December 22, 1998
--------------------
Wendell J. Knox


 /s/ Rina K. Spence                  Trustee           December 22, 1998
-------------------
Rina K. Spence


 /s/ David B. Stone                  Trustee           December 22, 1998
-------------------
David B. Stone


                                       8




<PAGE>


                                  EXHIBIT INDEX

Number               Title of Exhibits

Exhibit 4(a).        Essex  Gas Company's 1994 Stock Option Plan.

Exhibit 4(b).        Declaration of Trust of Eastern Enterprises, as amended
                     (incorporated by reference).

Exhibit 4(c).        By-laws of Eastern Enterprises, as amended ( incorporated
                     by reference).

Exhibit 4(d).       Specimen copy of common stock certificate for Eastern
                    Enterprises (incorporated by reference).

Exhibit 4(e).        Common Stock Rights Agreement between Eastern Enterprises
                     and the Bank of New York dated as of February 22, 1990
                     (incorporated by reference).

Exhibit 4(f).        Agreement between Eastern and the First National Bank of
                     Boston dated January 30, 1995 (incorporated by reference).

Exhibit 4(g)         Amendment No. 2 to Common Stock Rights Agreement, between
                     Eastern Enterprises and BankBoston, N.A., dated July
                     22, 1998 (incorporated by reference).

Exhibit 4(h)         Rights Agreement between Eastern Enterprises and
                     BankBoston, N.A., dated as of July 22, 1998 (incorporated
                     by reference).

Exhibit 5.           Opinion of L. William Law, Jr., General Counsel of Eastern
                     Enterprises.

Exhibit 23(a).       Consent of L. William Law, Jr., General Counsel of Eastern
                     Enterprises (contained in Exhibit 5).

Exhibit 23(b).       Consent of Arthur Andersen LLP.

Exhibit 24.           Power of Attorney (included as part of the signature
                      pages to this Registration Statement).

                                       9
[{"type": "S-8", "sequence": "1", "description": "EASTERN ENTERPRISES FORM S-8", "secsgml_size_bytes": 27563}]
{"company-data": {"conformed-name": "EASTERN ENTERPRISES", "cik": "0000311259", "assigned-sic": "4924", "irs-number": "041270730", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69407", "film-number": "98773322"}, "business-address": {"street1": "9 RIVERSIDE RD", "city": "WESTON", "state": "MA", "zip": "02493", "phone": "7816472300"}, "former-company": {"former-conformed-name": "EASTERN GAS & FUEL ASSOCIATES", "date-changed": "19890511"}}
Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               EASTERN ENTERPRISES 
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

MASSACHUSETTS                                                  04-1270730    
--------------                                                 ----------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

                  9 Riverside Road, Weston, Massachusetts 02493
                 ----------------------------------------------
                 (Address of Principal Offices with) ( zip code)

                    ESSEX GAS COMPANY 1994 STOCK OPTION PLAN
                    ----------------------------------------
                            (Full title of the Plan)

                               L. William Law, Jr.
                               Eastern Enterprises
                                9 Riverside Road
                           Weston, Massachusetts 02493
                      -------------------------------------
                     (Name and address of agent for service)

                                 (781) 647-2300 
           ----------------------------------------------------------
          (Telephone number, including area code, of agent for service)
-------------------------------------------------------------------------------------------------------------
                                                    Proposed              Proposed
Title of                                            Maximum               Maximum
Securities                 Amount                   Offering              Aggregate              Amount of
To Be                      To Be                    Price Per             Offering               Registration
Registered                 Registered               Share (1)             Price (1)              Fee
--------------------------------------------------------------------------------------------------------------
Common Stock,              28,415                   $42.4375              $ 1,205,861.56         $335.23
$1.00 par value, with
related common stock
purchase rights
-------------------------
(1) Pursuant to Rules  457(f)(1) and 457(c) under the Securities Act of 1933, as
amended   (the"Securities   Act")  and  estimated  solely  for  the  purpose  of
calculating the  registration fee on the basis of the Eastern Common Stock to be
received  as  established  by of the  average  high and low prices of the Common
Stock as reported by the New York Stock Exchange on December 17, 1998.
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference
         -----------------------------------------------

        This registration  statement incorporates by reference the documents set
forth  below  that  were  previously  filed  with the  Securities  and  Exchange
Commission by Eastern Enterprises (the "Company") (File No. 1-2297) and are made
a part of this registration statement.

o Eastern's  Annual  Report on Form 10-K for the fiscal year ended  December 31,
1997.

o Eastern's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.

o Eastern's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.

o Eastern's  Quarterly  Report on Form 10-Q for the quarter ended  September 30,
1998.

o  Eastern's Current Reports on Form 8-K filed June 29, 1998, July 28, 1998, 
   October 14, 1998, October 26, 1998 and December 7, 1998.

o           Eastern's  Current  Report  on Form 8-K  filed  November  23,  1998,
            containing  Eastern's restated financial  statements and schedule as
            of December 31, 1997 and 1996 and for each of the three years in the
            period  ended  December  31,  1997.  To the extent  applicable,  the
            information  contained  in this  report will  supersede  information
            contained  in  Eastern's  Annual  Report on Form 10-K for the fiscal
            year ended December 31, 1997.

o           The  description  of Eastern  Common Stock  contained in its Form 8,
            filed on May 23, 1991,  amending its Registration  Statement on Form
            8-A dated November 6, 1950.

o           The   description  of  the  Eastern  common  stock  purchase  rights
            contained in Eastern's  Registration  Statement on Form 8-A filed on
            March 1, 1990, as amended.

o           The  description  of the Eastern 1998 common stock  purchase  rights
            contained in Eastern's  Registration  Statement on Form 8-A filed on
            July 29, 1998.

        All  reports  and  other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of  1934,  as  amended  (  the  "Exchange  Act"),  prior  to  the  filing  of  a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of the filing of such reports and documents.

Item 4.  Description of Securities
         -------------------------

           Not Required.
                                       2
Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

           Not Applicable.

Item 6.  Indemnification of Trustees and Officers
         ----------------------------------------

        The  Declaration  of  Trust of the  Company  (the  "Company's  Charter")
provides that the trustees,  officers and agents of the Company  generally shall
not be liable  except for acts or failures to act which at the time would impose
liability on such party if the Company were a Massachusetts business corporation
and such person was a director,  officer or agent thereof. The Company's Charter
provides that it shall  indemnify each of its trustees and officers  against all
liabilities and expenses,  including  amounts paid in satisfaction of judgments,
in compromise or as fines and penalties,  and counsel fees,  reasonably incurred
by such  person in  connection  with the defense or  disposition  of any action,
suits or other proceeding,  whether civil or criminal, including but not limited
to derivative  suits (to the extent  permitted by law), in which such person may
be  involved  or with which such  person may be  threatened,  while in office or
thereafter,  except with  respect to any  matters as to which such person  shall
have been  adjudicated  to have  acted in bad faith or not to have acted in good
faith  in the  reasonable  belief  that  such  person's  action  was in the best
interests  of the Company or, to the extent that such matter  relates to service
with  respect  to an  employee  benefit  plan,  in  the  best  interests  of the
participants  or  beneficiaries  of such plan. The Company's  Charter  provides,
however,  that as to any  matter  disposed  of by a  compromise  payment by such
trustee or officer pursuant to a consent decree or otherwise, no indemnification
either for said payment or for any other expenses shall be provided  unless such
compromise  shall be approved as in the best  interests  of the  Company,  after
notice that it involves  such  indemnification:  (a) if no change of control has
occurred, (i) by a disinterested majority of the trustees then in office or (ii)
by  a  majority  of  the  disinterested  trustees  then  in  office  or  by  the
shareholders  of the Company,  provided  that the Company  shall have received a
written opinion of independent  legal counsel to the effect that such trustee or
officer  appears to have acted in good faith in the reasonable  belief that such
person's action was in the best interests of the Company;  or (b) if a change of
control  shall have  occurred,  by an opinion  in writing of  independent  legal
counsel to the effect that such trustee or officer appears to have acted in good
faith  in the  reasonable  belief  that  such  person's  action  was in the best
interests of the Company.  The rights  accruing to any trustee or officer  under
the foregoing provisions do not exclude any other right to which such trustee or
officer may be lawfully entitled;  provided, however, that no trustee or officer
may satisfy any rights of indemnity  or  reimbursement  granted  pursuant to the
Company's  Charter or to which he may be  otherwise  entitled  except out of the
trust estate of the Company.

        The  Company's  Charter  further  provides  that   notwithstanding   any
provision of law or any other  provision  of the  Company's  Charter,  a trustee
shall  not be  liable to the  Company  or any  shareholder  of the  Company  for
monetary  damages for breach of such  trustee's  fiduciary  duties as a trustee,
except  with  respect  to any matter as to which  such  liability  is imposed by
applicable law and such trustee shall have been adjudicated (a) to have breached
such trustee's duty of loyalty to the Company or its  shareholders,  (b) to have
acted (or omitted to act) not in good faith, (c) to have knowingly  violated the
law, (d) to have intentionally engaged in misconduct, or (e) to have derived any
improper personal benefit from a transaction.  Trustees,  officers and agents of
the  Company  will also not be held liable for any act or failure to act in good
faith,  that is required,  authorized or approved by an order issued pursuant to
the Public  Utility  Holding  Company Act of 1935 or any other  federal or state
statute regulating the Company or any of its subsidiaries by reason of its being
                                       3
a public utility holding company or their being public  utilities.  In the event
that the foregoing provisions of the preceding sentence are found by a court not
to  constitute  a valid  defense on the grounds of not being  applicable  to the
particular class of plaintiffs, each such trustee, officer and agent (and his or
her legal  representatives) shall be reimbursed for, or indemnified against, all
expenses  and  liabilities  incurred  by him or her or  imposed on him or her in
connection with any such action, suit or proceeding;  provided, however, that as
to any matter  disposed of by a  compromise  payment by such trustee or officer,
pursuant to a consent decree or otherwise,  no  indemnification  either for said
payment or for any other expenses shall be provided unless such compromise shall
be approved as in the best  interest of the Company as provided in the Company's
Charter.  Such expenses and liabilities shall include,  but shall not be limited
to, judgments, court costs, and attorneys' fees.

        The Company's  Charter  provides that in discharging  his or her duties,
when acting in good faith,  any  trustee or officer  shall be fully  entitled to
rely  upon  information,   opinion,  reports  or  records,  including  financial
statements, books of account and other financial records, in each case presented
or  prepared  by, or under  the  supervision  of,  (a) one or more  officers  or
employees of the Company (or of another  organization in which such party serves
as contemplated by Article 19 of the Company's Charter, including all directors,
officers  and trustees of  wholly-owned  subsidiaries  of the Company)  whom the
trustee or officer  reasonably  believes to be  reliable  and  competent  in the
matters  presented,  (b)  counsel,  public  accountants  or other  persons as to
matters  which the  trustee or officer  reasonably  believes  to be within  such
person's  professional or expert competence,  or (c) in the case of a trustee, a
duly constituted  committee of trustees (or similar governing body of such other
organization)  upon which such trustee does not serve,  as to matters within its
delegated  authority,  which committee the trustee reasonably  believes to merit
confidence,  but such trustee shall not be considered to be acting in good faith
if such trustee has knowledge concerning the matter in question that would cause
such  reliance to be  unwarranted.  The fact that a trustee or officer so relied
shall be a complete defense to any claim asserted against such party,  except as
expressly  provided by  statute,  by reason of such party being or having been a
trustee or officer of the Company (or such other organization).

        The Company  maintains an insurance policy that insures its trustees and
officers against certain liabilities.

Item 7.  Exemption from Registration Claimed
         -----------------------------------

        Not Applicable.

Item 8. Exhibits.
        --------

Exhibit 4(a).                       Essex  Gas Company 1994 Stock Option Plan.

Exhibit 4(b).                       Declaration   of  Trust  of  Eastern
                                    Enterprises,  as  amended  (filed as Exhibit
                                    3.1 to Eastern Enterprises  Quarterly Report
                                    on Form 10-Q for the quarter  ended June 30,
                                    1989, Commission File No.
                                    1-2297, incorporated by reference herein).

Exhibit 4(c).                       By-laws  of Eastern  Enterprises,  as
                                    amended (filed as Exhibit 3.1 to the Eastern
                                    Enterprises  Quarterly  Report  on Form 10-Q

                                       4
for  the  quarter   ended  June  30,   1992,
                                    Commission File No. 1-2297,  incorporated by
                                    reference herein).

Exhibit 4(d).                       Specimen   copy  of   common   stock
                                    certificate for Eastern  Enterprises  (filed
                                    as Exhibit  A-1 to the  Eastern  Enterprises
                                    Form U-1 dated  March 31,  1998,  Commission
                                    File   No.   070-09195,    incorporated   by
                                    reference herein).

Exhibit 4(e).                       Common Stock Rights Agreement between
                                    Eastern Enterprises and the Bank of New York
                                    dated as of  February  22,  1990  (filed  as
                                    Exhibit 1 to the Eastern Enterprises Current
                                    Report  on Form 8-K  dated  March  1,  1990,
                                    Commission File No. 1-2297,  incorporated by
                                    reference herein).

Exhibit 4(f).                       Agreement  between  Eastern  and  the
                                    First  National Bank of Boston dated January
                                    30,  1995 ( filed as Exhibit  4.1.1.  to the
                                    Eastern  Enterprises  Annual  Report on Form
                                    10-K for the year ended  December  31, 1994,
                                    Commission File No. 1-2297,  incorporated by
                                    reference herein).

Exhibit 4(g)                        Amendment No. 2 to Common Stock Rights
                                    Agreement,  between Eastern  Enterprises and
                                    BankBoston, N.A., dated July 22, 1998 (filed
                                    as Exhibit  99.1 to the Eastern  Enterprises
                                    Current  Report  on  Form  8-K,  filed  July
                                    29,1998,   Commission   File   No.   1-2297,
                                    incorporated herein by reference).

Exhibit 4(h)                        Rights   Agreement   between   Eastern
                                    Enterprises and BankBoston,  N.A.,  dated as
                                    of July 22, 1998  (filed as Exhibit  99.2 to
                                    the Eastern  Enterprises  Current  Report on
                                    Form 8-K,  filed  July  29,1998,  Commission
                                    File  No.  1-2297,  incorporated  herein  by
                                    reference).

Exhibit 5.                          Opinion of L. William Law, Jr., General
                                    Counsel of Eastern Enterprises.

Exhibit 23(a).                      Consent of L. William Law, Jr., General
                                    Counsel of Eastern Enterprises (contained
                                    in Exhibit 5).

Exhibit 23(b).                      Consent of Arthur Andersen LLP.

Exhibit 24.                         Power of Attorney (included as part of the
                                    signature pages to this Registration
                                    Statement).

Item 9.  Undertakings.
         ------------

        (a)  The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
                                       5
(i)   To include any prospectus required by Section 10(a)
                           (3) of the Securities Act of 1933;

                     (ii) To  reflect  in the  prospectus  any  facts or  events
        arising after the effective date of the  registration  statement (or the
        most recent post-effective amendment thereof) which,  individually or in
        the aggregate,  represent a fundamental  change in the  information  set
        forth in the registration statement;

                     (iii) To include any material  information  with respect to
        the plan of distribution  not previously  disclosed in the  registration
        statement or any material change to such information in the registration
        statement;

provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) will not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

        (b) The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934 (and,  where  applicable,  each  filing of any
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       6
SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Weston,  Commonwealth of Massachusetts,  on this 22nd
day of December, 1998.
                                           EASTERN ENTERPRISES

                                           By:    /s/ Walter J. Flaherty
                                                    ----------------------
                                           Name:   Walter J. Flaherty
                                           Title:  Senior Vice President and
                                                   Chief Financial Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below  constitutes  and appoints  Walter J. Flaherty and L. William Law, Jr. and
each of them,  with full power to act  without  the  other,  his or her true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
revocation,  for him or her and in his or her name,  place and stead, in any and
all capacities to execute any and all amendments to this registration statement,
including  post-effective   amendments  and  supplements  to  this  registration
statement, or any registration statement under Rule 462(b), and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorney-in-fact  and agent or any substitutes may lawfully do or cause to
be done by virtue hereof.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Name                             Title                         Date

 /s/ J. Atwood Ives          Chairman of the Board,          December 22, 1998
-------------------
J. Atwood Ives               Chief Executive Officer and Trustee
                             (principal executive officer)

 /s/ Fred C. Raskin          President and Chief Operating    December 22, 1998
-------------------
Fred C. Raskin               Officer

 /s/ Walter J. Flaherty      Senior Vice President            December 22, 1998
-----------------------
Walter J. Flaherty           and Chief Financial Officer
                             (principal financial officer)

 /s/ James J. Harper         Vice President and Controller    December 22, 1998
--------------------
James J. Harper              (principal accounting officer)

                                       7
/s/ James R. Barker                 Trustee           December 22, 1998
--------------------
James R. Barker

 /s/ Richard R. Clayton              Trustee           December 22, 1998
-----------------------
Richard R. Clayton

 /s/ John D. Curtin, Jr.             Trustee           December 22, 1998
------------------------
John D. Curtin, Jr.

 /s/ Samuel Frankenheim              Trustee           December 22, 1998
-----------------------
Samuel Frankenheim

 /s/ Leonard R. Jaskol               Trustee           December 22, 1998
----------------------
Leonard R. Jaskol

 /s/ Wendell J. Knox                 Trustee           December 22, 1998
--------------------
Wendell J. Knox

 /s/ Rina K. Spence                  Trustee           December 22, 1998
-------------------
Rina K. Spence

 /s/ David B. Stone                  Trustee           December 22, 1998
-------------------
David B. Stone

                                       8
EXHIBIT INDEX

Number               Title of Exhibits

Exhibit 4(a).        Essex  Gas Company's 1994 Stock Option Plan.

Exhibit 4(b).        Declaration of Trust of Eastern Enterprises, as amended
                     (incorporated by reference).

Exhibit 4(c).        By-laws of Eastern Enterprises, as amended ( incorporated
                     by reference).

Exhibit 4(d).       Specimen copy of common stock certificate for Eastern
                    Enterprises (incorporated by reference).

Exhibit 4(e).        Common Stock Rights Agreement between Eastern Enterprises
                     and the Bank of New York dated as of February 22, 1990
                     (incorporated by reference).

Exhibit 4(f).        Agreement between Eastern and the First National Bank of
                     Boston dated January 30, 1995 (incorporated by reference).

Exhibit 4(g)         Amendment No. 2 to Common Stock Rights Agreement, between
                     Eastern Enterprises and BankBoston, N.A., dated July
                     22, 1998 (incorporated by reference).

Exhibit 4(h)         Rights Agreement between Eastern Enterprises and
                     BankBoston, N.A., dated as of July 22, 1998 (incorporated
                     by reference).

Exhibit 5.           Opinion of L. William Law, Jr., General Counsel of Eastern
                     Enterprises.

Exhibit 23(a).       Consent of L. William Law, Jr., General Counsel of Eastern
                     Enterprises (contained in Exhibit 5).

Exhibit 23(b).       Consent of Arthur Andersen LLP.

Exhibit 24.           Power of Attorney (included as part of the signature
                      pages to this Registration Statement).

                                       9