As filed with the Securities and Exchange Commission on February 7, 1997.

                                          Registration No. 333-          



                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                             THE EASTERN COMPANY
            (Exact name of registrant as specified in its charter)


   Connecticut                                          06-0330020
(State or other jurisdiction                        (I.R.S. employer
of incorporation or organization)                identification number)

112 Bridge Street, Naugatuck, Connecticut                 06770
(Address of principal executive offices)                (Zip code)


              THE EASTERN COMPANY 1995 EXECUTIVE STOCK INCENTIVE PLAN
                           (Full title of the plan)

                           Richard L. Emerson, Esq.
                           John V.  Galiette, Esq.
                             Gager & Peterson
                            One Exchange Place
                               P.O. Box 2480
                      Waterbury, Connecticut 06722-2480
                             (203) 597-5100
           (Name, address, including zip code, and telephone number,
                  including area code of agents for service)

                        CALCULATION OF REGISTRATION FEE

Title of                      Proposed          Proposed maximum
securities     Amount         maximum offering  aggregate         Amount of
to be          to be          price             offering          registration
registered     registered (1) per share (1)     price (1)         fee (2)     

Common stock   250,000        $12.6875         $3,171,875          $961.17      

   (1)   These amounts have been estimated solely for the purpose of 
calculating the registration fee.  Pursuant to Rule 457(c) and (h) under the 
Securities Act of 1933, as amended, these amounts have been computed on the 
basis of the exercise price of options, where known, and where such exercise 
price is not known or restricted stock has been awarded, on the basis of the 
average of the bid and ask prices of the Registrant's Common Stock as traded 
on the American Stock Exchange.

   (2)   The registration fee equals one thirty-third of one percent of   
$12.6875, the average of the bid and ask prices of the Registrant's Common 
Stock on February 5, 1997, multiplied by 250,000, a good faith estimate of 
the aggregate number of shares of Common Stock of the Registrant to be issued 
pursuant to the Plan.



                                     PART II


                              INFORMATION REQUIRED IN THE
                                REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.


   The following documents which have been filed by The Eastern 
Company, a Connecticut corporation (the "Registrant"), with the 
Securities and Exchange Commission (the "Commission") are 
incorporated herein by reference:

      (a)   The Registrant's Annual Report on Form 10-K for 
the fiscal year ended December 30, 1995.

      (b)   The Registrant's Quarterly Reports on Form 10-Q 
for the fiscal quarters ended March 30, 1996, June 29, 1996 and 
September 28, 1996.

      (c)   The description of the Registrant's Common Stock 
contained on pages 17 and 18 of the Registrant's Form S-8, 
Registration No. 33-29452, relating to The Eastern Company 
Incentive Stock Option Plan and The Eastern Company 1989 
Executive Stock Incentive Plan filed pursuant to the Securities 
Act of 1933, as amended (the "Securities Act"), and any 
amendments updating such description filed with the Commission.

      (d)   The description of the Registrant's Common Stock 
contained in the Registrant's registration statement filed 
pursuant to Section 12(b) of the Securities Exchange Act of 1934, 
as amended (the "Exchange Act"), and any amendments updating such 
description filed with the Commission.

   All documents subsequently filed by the Registrant pursuant 
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior 
to the filing of a post-effective amendment which indicates that 
all securities offered have been sold, or which deregisters all 
securities then remaining unsold, shall be deemed to be 
incorporated by reference in this Registration Statement and to 
be a part hereof from the date of filing of such documents.  Any 
statement contained in the documents incorporated or deemed 
incorporated by reference herein shall be deemed to be modified 
or superseded for purposes of this Registration Statement to the 
extent that a statement contained herein or in any other 
subsequently filed document which also is incorporated or deemed 
to be incorporated by reference herein modifies or supersedes 
such statement.  Any such statement so modified or superseded 
shall not be deemed, except as so modified or superseded, to 
constitute a part of this Registration Statement.




                                      -2-



Item 4.   Description of Securities.

          Not applicable.


Item 5.   Interests of Named Experts and Counsel.

   The consolidated financial statements of The Eastern Company 
incorporated by reference in this Registration Statement have 
been audited by Ernst & Young LLP, independent auditors, to the 
extent indicated in their report thereon which is also 
incorporated by reference herein.  Such financial statements have 
been incorporated herein by reference in reliance on such report 
given on the authority of such firm as experts in accounting and 
auditing.

   The validity of the issuance of the shares of common stock 
offered hereby will be passed upon for the Registrant by Gager & 
Peterson, Waterbury, Connecticut.


Item 6.   Indemnification of Directors and Officers.

   Section 33-370 et seq. of the Connecticut General Statutes 
provides for permissive indemnification, mandatory 
indemnification and court-ordered indemnification of directors.

   (A)   A corporation may indemnify a director against 
liability incurred in a pending, threatened or completed action, 
suit or proceeding if:  (1) he conducted himself in good faith; 
and (2) he reasonably believed (a) in the case of conduct in his 
official capacity with the corporation, that his conduct was in 
its best interests, and (b) in all other cases, that his conduct 
was at least not opposed to its best interests; and (3) in the 
case of any criminal proceeding, that he had no reasonable cause 
to believe that his conduct was unlawful.  

   A corporation may not indemnify a director unless a 
determination has been made that indemnification of the director 
is permissible because the director has met the applicable 
standard of conduct.  This determination must be made either:  
(1) by a majority vote of the members of the board of directors 
who are not parties to the proceeding; or (2) if a quorum cannot 
be obtained, by a majority vote of a committee which is composed 
of two or more directors who are not parties to the proceeding 
and which is designated by vote of the directors who are not 
parties to the proceeding; or (3) by special legal counsel 
selected by the directors or a committee of directors who are not 
parties to the proceeding (or by the full board if a quorum of 
directors not involved in the proceeding cannot be obtained); or 
(4) by vote of the shareholders (although shares owned by 
directors who are parties to the proceeding cannot vote).  




                               -3-



   Notwithstanding the above, however, a corporation may not 
indemnify a director:  (1) in connection with a proceeding by or 
in the right of the corporation if the director was adjudged 
liable to the corporation; or (2) in connection with any other 
proceeding charging improper personal benefit to him, whether or 
not involving action in his official capacity, in which he was 
adjudged liable on the basis that personal benefit was improperly 
received by him.  

   Any indemnification permitted in connection with a 
proceeding by or in the right of the corporation is limited to 
reasonable expenses incurred by the director in connection with 
the proceeding.  A corporation may advance reasonable expenses 
incurred by a director in connection with a proceeding if:  (1) 
the director furnishes the corporation with a written affirmation 
of his good faith belief that he has met the standard of conduct 
for receiving indemnification; (2) the director furnishes the 
corporation with a written undertaking to repay any advances if 
it is ultimately determined that he did not meet the standard of 
conduct; and (3) the corporation determines that the facts then 
known do not preclude indemnification.

   (B)   Unless limited by its article of incorporation, a 
corporation shall indemnify a director who was wholly successful, 
on the merits or otherwise, in the defense of any proceeding 
against reasonable expenses incurred by him in connection with 
the proceeding.

   (C)   Unless a corporation's articles of incorporation 
provide otherwise, a court may order a corporation to indemnify a 
director if the director applies to the court for indemnification 
and the court determines that:  (1) the director is entitled to 
mandatory indemnification; or (2) the director is fairly and 
reasonably entitled to indemnification in view of all of the 
relevant circumstances, whether or not he met the standard of 
conduct for permissive indemnification or was adjudged liable to 
the corporation.  However, if he was adjudged liable to the 
corporation, his indemnification will be limited to only the 
reasonable expenses incurred. 

   The rules which apply above relating to the indemnification 
of directors also apply to officers who are not directors of the 
corporation.  In addition, a corporation may indemnify and 
advance expenses to an officer, employee or agent who is not a 
director to the extent, consistent with public policy, that is 
permitted by its articles of incorporation, bylaws, general or 
specific action of its board of directors, or contract.

   Article Tenth of the Registrant's certificate of 
incorporation and Section 33-636(b)(4) of the Connecticut General 
Statutes limit the personal liability of the Registrant's 
directors to the Registrant or its shareholders for monetary 




                                       -4-



damages for any failure on the part of the directors to exercise 
the requisite degree of care in fulfilling their duties and 
responsibilities in their capacity as directors.  However, the 
protection does not extend to acts or omissions of the directors 
that involve a knowing and culpable violation of law, enable the 
director or an associate to receive an improper personal economic 
gain, show a lack of good faith and a conscious disregard for the 
duty of the director of the corporation under circumstances in 
which the director was aware that his conduct or omission created 
an unjustifiable risk of serious injury to the corporation, 
constitute a sustained and unexcused pattern of inattention 
amounting to an abdication of the director's duty to the 
corporation, or involve unlawful distributions to the director.

   The Registrant's by-laws also require the indemnification of 
the Registrant's directors and officers.  Article VII, Section 7 
of the by-laws provides that each director and officer of the 
Registrant will be indemnified against losses incurred by him 
with respect to any action, suit or proceeding to which he is 
made a party by reason of his being a director or officer, unless 
he is adjudged in such action, suit or proceeding to be liable 
for his own misconduct in the performance of his duty as such 
director or officer.  This right of indemnification is in 
addition to any other such rights to which the director or 
officer may, as a matter of law, be entitled.

   The Registrant has also obtained directors' and officers' 
liability insurance, the effect of which is to indemnify the 
directors and officers of the Registrant against certain damages 
and expenses because of certain claims made against them which 
are caused by their negligent act, error or omission.


Item 7.   Exemption from Registration Claimed.

   The Registrant claims that the restricted securities to be 
reoffered or resold pursuant to this registration statement are 
exempt from registration under Section 4(2) of the Securities Act 
of 1933, as amended, because they were issued in an offering to a 
limited number of purchasers that did not involve a public 
offering.


Item 8.   Exhibits.

   The following exhibits are filed as part of this 
Registration Statement:

   4(a)      The Eastern Company 1995 Executive Stock Incentive Plan

   4(b)      The Registrant's restated certificate of 
             incorporation dated August 14, 1991, and the Registrant's amended 
             and restated By-laws dated February 13, 1991, are incorporated by 
             reference to the Registrant's Annual Report on Form 10-K for the 
             fiscal year ended December 28, 1991 and the Registrant's Form 8-K 
             filed on February 13, 1991.
                                         -5-



   4(c)      Letter to all shareholders of the Registrant dated 
             September 16, 1991 describing the Registrant's redemption of 
             shareholder purchase rights dated August 29, 1986 and the 
             issuance of a new purchase rights dividend distribution, and the 
             "Summary of Rights to Purchase Common Stock" as enclosed with 
             said letter, are incorporated by reference to the Registrant's 
             Annual Report on Form 10-K for the fiscal year ended December 28, 
             1991.

   4(d)      Rights Agreement entered into between the 
             Registrant and The First National Bank of Boston, dated September 
             16, 1991, incorporated by reference in the Registrant's Form 8-K 
             filed on September 16, 1991.

   4(e)      First Amendment dated November 11, 1992 to the 
             Rights Agreement dated as of September 16, 1991 between the 
             Registrant and The First National Bank of Boston, incorporated by 
             reference in the Registrant's Form 10-K for the fiscal year ended 
             January 2, 1993.


   5         Opinion of Gager & Peterson as to the legality of 
             the securities being registered.


   23(a)     Consent of Gager & Peterson. (Reference is made to 
             the Opinion of Gager & Peterson filed as Exhibit 5.)

   23(b)     Consent of Independent Auditors


   24        Power of Attorney (included in signature page to 
             this Registration Statement).


   99(1)     Resale S-3-type prospectus filed with this 
             Registration Statement on Form S-8 in accordance with General 
             Instruction C of Form S-8.

   99(2)     The Registrant's Annual Report on Form 10-K for 
             the fiscal year ended December 30, 1995 is incorporated herein by 
             reference.

   99(3)     The Registrant's Quarterly Reports on Form 10-Q 
             for the fiscal quarters ended March 30, 1996, June 29, 1996 and 
             September 28, 1996 are incorporated herein by reference.










                                       -6-



   99(4)     Notice of the 1996 Annual Meeting of Shareholders 
             and Proxy Statement of the Registrant dated March 22, 1996 are 
             incorporated herein by reference.


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:  

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

                (ii)  To reflect in the prospectus any facts
or events arising after the effective date of this 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 this Registration
Statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was 
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the 
effective registration statement;

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

Provided, however, that paragraphs (a)(1)(i) and (ii) shall not 
apply if the information required to be included in a 
post-effective amendment by those paragraphs is contained in 
periodic reports filed by the Registrant pursuant to Section 13 
or Section 15(d) of the Exchange Act that are incorporated by 
reference in this Registration Statement.












                                        -7-



         (2)   That, for the purpose of determining any 
liability under the Securities Act, 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 the purposes of determining any liability under the 
Securities Act, each filing of the Registrant's annual report 
pursuant to Section 13(a) or 15(d) of the Exchange Act and each 
filing of an employee benefit plan's annual report pursuant to 
Section 15(d) of the Exchange Act that is incorporated by 
reference in this 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.

      (h)   Insofar as indemnification for liabilities arising 
under the Securities Act 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 Commission, such 
indemnification is against public policy as expressed in the 
Securities 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 Securities Act and will be governed by the final adjudication 
of such issue.















                                         -8-



   SIGNATURES

   The Registrant.  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 Town of Naugatuck, 
State of Connecticut, on the 7th day of February, 1997.

                  THE EASTERN COMPANY


                  By /s/ Stedman G. Sweet     
                    ---------------------
                    Stedman G. Sweet
                    (President and Chief 
                    Executive Officer)

   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.  By so 
signing, each of the undersigned, in his or her capacity as a 
director or officer, or both, as the case may be, of the 
Registrant does hereby appoint Russell G. McMillen, Stedman G. 
Sweet, Donald E. Whitmore, Jr., and each of them severally, or if 
more than one acts, a majority of them, his or her true and 
lawful attorneys or attorney to execute in his or her name, place 
and stead, in his or her capacity as a director or officer or 
both, as the case may be, of the Registrant any and all 
amendments to said Registration Statement and post-effective 
amendments thereto and all instruments necessary or incidental in 
connection therewith, and to file the same with the Securities 
and Exchange Commission.  Each of said attorneys shall have full 
power and authority to do and perform in the name and on behalf 
of each of the undersigned, in any and all capacities, every act 
whatsoever requisite or necessary to be done in the premises as 
fully, and to all intents and purposes, as each of the 
undersigned might or could do in person, hereby ratifying and 
approving the acts of said attorneys and each of them.

   Signature                   Title                          Date


/s/ Stedman G. Sweet 
--------------------           President and 
Stedman G. Sweet               Director (Chief                February 7, 1997
                               Executive Officer)


                               Vice President,
 /s/ Donald E. Whitmore, Jr.   Secretary,                     February 7, 1997
----------------------------   Treasurer, Chief
Donald E. Whitmore, Jr.        Financial Officer
                               and Director






 /s/ John W. Everets
--------------------          Director                        February 7, 1997
John W. Everets


 /s/ Charles W. Henry
---------------------         Director                        February 7, 1997
Charles W. Henry


 /s/ Ole K Imset
-----------------             Director                        February 7, 1997
Ole K. Imset


-----------------------       Director                                    1997
Leonard F. Leganza



------------------------      Director                                    1997
Russell G. McMillen


 /s/ David C. Robinson
----------------------        Director                       February 7;, 1997
David C. Robinson


 /s/ Donald S. Tuttle, III
--------------------------    Director                        February 7, 1997
Donald S. Tuttle, III


   The Plan.  Pursuant to the requirements of the Securities 
Act of 1933, the person who administers the Plan has duly caused 
this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the Town of Naugatuck 
and State of Connecticut on the 7th day of February, 1997.

                  THE EASTERN COMPANY 1995 EXECUTIVE 
                  STOCK INCENTIVE PLAN

                  By /s/ Stedman G. Sweet       
                  -----------------------    
                    Stedman G. Sweet
                    Its President and Chief
                    Executive Officer
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23986}]
{"company-data": {"conformed-name": "EASTERN CO", "cik": "0000031107", "assigned-sic": "3420", "irs-number": "060330020", "state-of-incorporation": "CT", "fiscal-year-end": "1230"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21349", "film-number": "97520699"}, "business-address": {"street1": "112 BRIDGE ST", "street2": "P O BOX 460", "city": "NAUGATUCK", "state": "CT", "zip": "06770", "phone": "2037292255"}, "mail-address": {"street1": "112 BRIDGE STREET", "street2": "P O BOX 460", "city": "NAUGATUCK", "state": "CT", "zip": "06770"}}
As filed with the Securities and Exchange Commission on February 7, 1997.

                                          Registration No. 333-          

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                             THE EASTERN COMPANY
            (Exact name of registrant as specified in its charter)

   Connecticut                                          06-0330020
(State or other jurisdiction                        (I.R.S. employer
of incorporation or organization)                identification number)

112 Bridge Street, Naugatuck, Connecticut                 06770
(Address of principal executive offices)                (Zip code)

              THE EASTERN COMPANY 1995 EXECUTIVE STOCK INCENTIVE PLAN
                           (Full title of the plan)

                           Richard L. Emerson, Esq.
                           John V.  Galiette, Esq.
                             Gager & Peterson
                            One Exchange Place
                               P.O. Box 2480
                      Waterbury, Connecticut 06722-2480
                             (203) 597-5100
           (Name, address, including zip code, and telephone number,
                  including area code of agents for service)

                        CALCULATION OF REGISTRATION FEE

Title of                      Proposed          Proposed maximum
securities     Amount         maximum offering  aggregate         Amount of
to be          to be          price             offering          registration
registered     registered (1) per share (1)     price (1)         fee (2)     

Common stock   250,000        $12.6875         $3,171,875          $961.17      

   (1)   These amounts have been estimated solely for the purpose of 
calculating the registration fee.  Pursuant to Rule 457(c) and (h) under the 
Securities Act of 1933, as amended, these amounts have been computed on the 
basis of the exercise price of options, where known, and where such exercise 
price is not known or restricted stock has been awarded, on the basis of the 
average of the bid and ask prices of the Registrant's Common Stock as traded 
on the American Stock Exchange.

   (2)   The registration fee equals one thirty-third of one percent of   
$12.6875, the average of the bid and ask prices of the Registrant's Common 
Stock on February 5, 1997, multiplied by 250,000, a good faith estimate of 
the aggregate number of shares of Common Stock of the Registrant to be issued 
pursuant to the Plan.

                                     PART II

                              INFORMATION REQUIRED IN THE
                                REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

   The following documents which have been filed by The Eastern 
Company, a Connecticut corporation (the "Registrant"), with the 
Securities and Exchange Commission (the "Commission") are 
incorporated herein by reference:

      (a)   The Registrant's Annual Report on Form 10-K for 
the fiscal year ended December 30, 1995.

      (b)   The Registrant's Quarterly Reports on Form 10-Q 
for the fiscal quarters ended March 30, 1996, June 29, 1996 and 
September 28, 1996.

      (c)   The description of the Registrant's Common Stock 
contained on pages 17 and 18 of the Registrant's Form S-8, 
Registration No. 33-29452, relating to The Eastern Company 
Incentive Stock Option Plan and The Eastern Company 1989 
Executive Stock Incentive Plan filed pursuant to the Securities 
Act of 1933, as amended (the "Securities Act"), and any 
amendments updating such description filed with the Commission.

      (d)   The description of the Registrant's Common Stock 
contained in the Registrant's registration statement filed 
pursuant to Section 12(b) of the Securities Exchange Act of 1934, 
as amended (the "Exchange Act"), and any amendments updating such 
description filed with the Commission.

   All documents subsequently filed by the Registrant pursuant 
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior 
to the filing of a post-effective amendment which indicates that 
all securities offered have been sold, or which deregisters all 
securities then remaining unsold, shall be deemed to be 
incorporated by reference in this Registration Statement and to 
be a part hereof from the date of filing of such documents.  Any 
statement contained in the documents incorporated or deemed 
incorporated by reference herein shall be deemed to be modified 
or superseded for purposes of this Registration Statement to the 
extent that a statement contained herein or in any other 
subsequently filed document which also is incorporated or deemed 
to be incorporated by reference herein modifies or supersedes 
such statement.  Any such statement so modified or superseded 
shall not be deemed, except as so modified or superseded, to 
constitute a part of this Registration Statement.

                                      -2-

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

   The consolidated financial statements of The Eastern Company 
incorporated by reference in this Registration Statement have 
been audited by Ernst & Young LLP, independent auditors, to the 
extent indicated in their report thereon which is also 
incorporated by reference herein.  Such financial statements have 
been incorporated herein by reference in reliance on such report 
given on the authority of such firm as experts in accounting and 
auditing.

   The validity of the issuance of the shares of common stock 
offered hereby will be passed upon for the Registrant by Gager & 
Peterson, Waterbury, Connecticut.

Item 6.   Indemnification of Directors and Officers.

   Section 33-370 et seq. of the Connecticut General Statutes 
provides for permissive indemnification, mandatory 
indemnification and court-ordered indemnification of directors.

   (A)   A corporation may indemnify a director against 
liability incurred in a pending, threatened or completed action, 
suit or proceeding if:  (1) he conducted himself in good faith; 
and (2) he reasonably believed (a) in the case of conduct in his 
official capacity with the corporation, that his conduct was in 
its best interests, and (b) in all other cases, that his conduct 
was at least not opposed to its best interests; and (3) in the 
case of any criminal proceeding, that he had no reasonable cause 
to believe that his conduct was unlawful.  

   A corporation may not indemnify a director unless a 
determination has been made that indemnification of the director 
is permissible because the director has met the applicable 
standard of conduct.  This determination must be made either:  
(1) by a majority vote of the members of the board of directors 
who are not parties to the proceeding; or (2) if a quorum cannot 
be obtained, by a majority vote of a committee which is composed 
of two or more directors who are not parties to the proceeding 
and which is designated by vote of the directors who are not 
parties to the proceeding; or (3) by special legal counsel 
selected by the directors or a committee of directors who are not 
parties to the proceeding (or by the full board if a quorum of 
directors not involved in the proceeding cannot be obtained); or 
(4) by vote of the shareholders (although shares owned by 
directors who are parties to the proceeding cannot vote).  

                               -3-

   Notwithstanding the above, however, a corporation may not 
indemnify a director:  (1) in connection with a proceeding by or 
in the right of the corporation if the director was adjudged 
liable to the corporation; or (2) in connection with any other 
proceeding charging improper personal benefit to him, whether or 
not involving action in his official capacity, in which he was 
adjudged liable on the basis that personal benefit was improperly 
received by him.  

   Any indemnification permitted in connection with a 
proceeding by or in the right of the corporation is limited to 
reasonable expenses incurred by the director in connection with 
the proceeding.  A corporation may advance reasonable expenses 
incurred by a director in connection with a proceeding if:  (1) 
the director furnishes the corporation with a written affirmation 
of his good faith belief that he has met the standard of conduct 
for receiving indemnification; (2) the director furnishes the 
corporation with a written undertaking to repay any advances if 
it is ultimately determined that he did not meet the standard of 
conduct; and (3) the corporation determines that the facts then 
known do not preclude indemnification.

   (B)   Unless limited by its article of incorporation, a 
corporation shall indemnify a director who was wholly successful, 
on the merits or otherwise, in the defense of any proceeding 
against reasonable expenses incurred by him in connection with 
the proceeding.

   (C)   Unless a corporation's articles of incorporation 
provide otherwise, a court may order a corporation to indemnify a 
director if the director applies to the court for indemnification 
and the court determines that:  (1) the director is entitled to 
mandatory indemnification; or (2) the director is fairly and 
reasonably entitled to indemnification in view of all of the 
relevant circumstances, whether or not he met the standard of 
conduct for permissive indemnification or was adjudged liable to 
the corporation.  However, if he was adjudged liable to the 
corporation, his indemnification will be limited to only the 
reasonable expenses incurred. 

   The rules which apply above relating to the indemnification 
of directors also apply to officers who are not directors of the 
corporation.  In addition, a corporation may indemnify and 
advance expenses to an officer, employee or agent who is not a 
director to the extent, consistent with public policy, that is 
permitted by its articles of incorporation, bylaws, general or 
specific action of its board of directors, or contract.

   Article Tenth of the Registrant's certificate of 
incorporation and Section 33-636(b)(4) of the Connecticut General 
Statutes limit the personal liability of the Registrant's 
directors to the Registrant or its shareholders for monetary 

                                       -4-

damages for any failure on the part of the directors to exercise 
the requisite degree of care in fulfilling their duties and 
responsibilities in their capacity as directors.  However, the 
protection does not extend to acts or omissions of the directors 
that involve a knowing and culpable violation of law, enable the 
director or an associate to receive an improper personal economic 
gain, show a lack of good faith and a conscious disregard for the 
duty of the director of the corporation under circumstances in 
which the director was aware that his conduct or omission created 
an unjustifiable risk of serious injury to the corporation, 
constitute a sustained and unexcused pattern of inattention 
amounting to an abdication of the director's duty to the 
corporation, or involve unlawful distributions to the director.

   The Registrant's by-laws also require the indemnification of 
the Registrant's directors and officers.  Article VII, Section 7 
of the by-laws provides that each director and officer of the 
Registrant will be indemnified against losses incurred by him 
with respect to any action, suit or proceeding to which he is 
made a party by reason of his being a director or officer, unless 
he is adjudged in such action, suit or proceeding to be liable 
for his own misconduct in the performance of his duty as such 
director or officer.  This right of indemnification is in 
addition to any other such rights to which the director or 
officer may, as a matter of law, be entitled.

   The Registrant has also obtained directors' and officers' 
liability insurance, the effect of which is to indemnify the 
directors and officers of the Registrant against certain damages 
and expenses because of certain claims made against them which 
are caused by their negligent act, error or omission.

Item 7.   Exemption from Registration Claimed.

   The Registrant claims that the restricted securities to be 
reoffered or resold pursuant to this registration statement are 
exempt from registration under Section 4(2) of the Securities Act 
of 1933, as amended, because they were issued in an offering to a 
limited number of purchasers that did not involve a public 
offering.

Item 8.   Exhibits.

   The following exhibits are filed as part of this 
Registration Statement:

   4(a)      The Eastern Company 1995 Executive Stock Incentive Plan

   4(b)      The Registrant's restated certificate of 
             incorporation dated August 14, 1991, and the Registrant's amended 
             and restated By-laws dated February 13, 1991, are incorporated by 
             reference to the Registrant's Annual Report on Form 10-K for the 
             fiscal year ended December 28, 1991 and the Registrant's Form 8-K 
             filed on February 13, 1991.
                                         -5-

   4(c)      Letter to all shareholders of the Registrant dated 
             September 16, 1991 describing the Registrant's redemption of 
             shareholder purchase rights dated August 29, 1986 and the 
             issuance of a new purchase rights dividend distribution, and the 
             "Summary of Rights to Purchase Common Stock" as enclosed with 
             said letter, are incorporated by reference to the Registrant's 
             Annual Report on Form 10-K for the fiscal year ended December 28, 
             1991.

   4(d)      Rights Agreement entered into between the 
             Registrant and The First National Bank of Boston, dated September 
             16, 1991, incorporated by reference in the Registrant's Form 8-K 
             filed on September 16, 1991.

   4(e)      First Amendment dated November 11, 1992 to the 
             Rights Agreement dated as of September 16, 1991 between the 
             Registrant and The First National Bank of Boston, incorporated by 
             reference in the Registrant's Form 10-K for the fiscal year ended 
             January 2, 1993.

   5         Opinion of Gager & Peterson as to the legality of 
             the securities being registered.

   23(a)     Consent of Gager & Peterson. (Reference is made to 
             the Opinion of Gager & Peterson filed as Exhibit 5.)

   23(b)     Consent of Independent Auditors

   24        Power of Attorney (included in signature page to 
             this Registration Statement).

   99(1)     Resale S-3-type prospectus filed with this 
             Registration Statement on Form S-8 in accordance with General 
             Instruction C of Form S-8.

   99(2)     The Registrant's Annual Report on Form 10-K for 
             the fiscal year ended December 30, 1995 is incorporated herein by 
             reference.

   99(3)     The Registrant's Quarterly Reports on Form 10-Q 
             for the fiscal quarters ended March 30, 1996, June 29, 1996 and 
             September 28, 1996 are incorporated herein by reference.

                                       -6-

   99(4)     Notice of the 1996 Annual Meeting of Shareholders 
             and Proxy Statement of the Registrant dated March 22, 1996 are 
             incorporated herein by reference.

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:  

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

                (ii)  To reflect in the prospectus any facts
or events arising after the effective date of this 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 this Registration
Statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was 
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the 
effective registration statement;

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

Provided, however, that paragraphs (a)(1)(i) and (ii) shall not 
apply if the information required to be included in a 
post-effective amendment by those paragraphs is contained in 
periodic reports filed by the Registrant pursuant to Section 13 
or Section 15(d) of the Exchange Act that are incorporated by 
reference in this Registration Statement.

                                        -7-

         (2)   That, for the purpose of determining any 
liability under the Securities Act, 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 the purposes of determining any liability under the 
Securities Act, each filing of the Registrant's annual report 
pursuant to Section 13(a) or 15(d) of the Exchange Act and each 
filing of an employee benefit plan's annual report pursuant to 
Section 15(d) of the Exchange Act that is incorporated by 
reference in this 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.

      (h)   Insofar as indemnification for liabilities arising 
under the Securities Act 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 Commission, such 
indemnification is against public policy as expressed in the 
Securities 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 Securities Act and will be governed by the final adjudication 
of such issue.

                                         -8-

   SIGNATURES

   The Registrant.  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 Town of Naugatuck, 
State of Connecticut, on the 7th day of February, 1997.

                  THE EASTERN COMPANY

                  By /s/ Stedman G. Sweet     
                    ---------------------
                    Stedman G. Sweet
                    (President and Chief 
                    Executive Officer)

   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.  By so 
signing, each of the undersigned, in his or her capacity as a 
director or officer, or both, as the case may be, of the 
Registrant does hereby appoint Russell G. McMillen, Stedman G. 
Sweet, Donald E. Whitmore, Jr., and each of them severally, or if 
more than one acts, a majority of them, his or her true and 
lawful attorneys or attorney to execute in his or her name, place 
and stead, in his or her capacity as a director or officer or 
both, as the case may be, of the Registrant any and all 
amendments to said Registration Statement and post-effective 
amendments thereto and all instruments necessary or incidental in 
connection therewith, and to file the same with the Securities 
and Exchange Commission.  Each of said attorneys shall have full 
power and authority to do and perform in the name and on behalf 
of each of the undersigned, in any and all capacities, every act 
whatsoever requisite or necessary to be done in the premises as 
fully, and to all intents and purposes, as each of the 
undersigned might or could do in person, hereby ratifying and 
approving the acts of said attorneys and each of them.

   Signature                   Title                          Date

/s/ Stedman G. Sweet 
--------------------           President and 
Stedman G. Sweet               Director (Chief                February 7, 1997
                               Executive Officer)

                               Vice President,
 /s/ Donald E. Whitmore, Jr.   Secretary,                     February 7, 1997
----------------------------   Treasurer, Chief
Donald E. Whitmore, Jr.        Financial Officer
                               and Director

 /s/ John W. Everets
--------------------          Director                        February 7, 1997
John W. Everets

 /s/ Charles W. Henry
---------------------         Director                        February 7, 1997
Charles W. Henry

 /s/ Ole K Imset
-----------------             Director                        February 7, 1997
Ole K. Imset

-----------------------       Director                                    1997
Leonard F. Leganza

------------------------      Director                                    1997
Russell G. McMillen

 /s/ David C. Robinson
----------------------        Director                       February 7;, 1997
David C. Robinson

 /s/ Donald S. Tuttle, III
--------------------------    Director                        February 7, 1997
Donald S. Tuttle, III

   The Plan.  Pursuant to the requirements of the Securities 
Act of 1933, the person who administers the Plan has duly caused 
this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the Town of Naugatuck 
and State of Connecticut on the 7th day of February, 1997.

                  THE EASTERN COMPANY 1995 EXECUTIVE 
                  STOCK INCENTIVE PLAN

                  By /s/ Stedman G. Sweet       
                  -----------------------    
                    Stedman G. Sweet
                    Its President and Chief
                    Executive Officer