As filed with the Securities and Exchange Commission on January 30, 1998.

                                               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 1997 DIRECTORS STOCK OPTION PLAN
                           (Full title of the plan)

                            John V. Galiette, Esq.
                             Reid and Riege, P.C.
                               One State Street
                       Hartford, Connecticut 06103-3185
                                (860) 240-1009
           (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)(2)    price (1)       fee (2)

Common stock   150,000        $14.875 for 90,000   $2,561,250      $776.14
                              $20.375 for 60,000

      (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,  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 the sum
      of:  (a)  $1,338,750,  which is the  aggregate  exercise  price of  90,000
      options  granted  at an  exercise  price of $14.875  per  share;  plus (b)
      $1,222,500,  which is  $20.375,  the average of the high and low prices of
      the Registrant's Common
<PAGE>



      Stock on January 27, 1998,  multiplied by 60,000, a good faith estimate of
      the  aggregate  number of shares of Common Stock of the  Registrant  to be
      issued under options to be granted pursuant to the Plan.







<PAGE>



                                    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 28, 1996.

            (b) The Registrant's  Quarterly  Reports on Form 10-Q for the fiscal
quarters ended March 29, 1997, June 28, 1997 and September 27, 1997.

            (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.
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.




                                   - 3 -



<PAGE>



      The validity of the issuance of the shares of common stock offered  hereby
will be  passed  upon for the  Registrant  by Reid and  Riege,  P.C.,  Hartford,
Connecticut.

Item 6.     Indemnification of Directors and Officers.

      Section 33-770 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).

      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.



                                   - 4 -



<PAGE>




      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
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.

            Not applicable.


Item 8.     Exhibits.

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

      4(a)        The Eastern Company 1997 Directors Stock Option 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.

      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



                                   - 5 -



<PAGE>



                  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 Reid and Riege, P.C. as to the legality of the 
                  securities being registered.

      23(a)       Consent of Reid and Riege, P.C. (Reference is made to the 
                  Opinion of Reid and Riege, P.C. 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 28, 1996 is incorporated herein by 
                  reference.

      99(3)       The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                  quarters ended March 29, 1997, June 28, 1997 and September 27,
                  1997 are incorporated herein by reference.

      99(4)       Notice of the 1997 Annual  Meeting of  Shareholders  and Proxy
                  Statement  of the  Registrant  dated  February  28,  1997  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;



                                   - 6 -



<PAGE>




                        (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.

                  (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.




                                   - 7 -



<PAGE>



                                  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 30th day
of January, 1998.

                                    THE EASTERN COMPANY


                                    By /s/ Leonard F. Leganza
                                      Leonard F. Leganza
                                      (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  Leonard F. Leganza and 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


                                   President and
 /s/ Leonard F. Leganza            Director (Chief          January 30, 1998
Leonard F. Leganza                 Executive Officer)


                                   Executive Vice
 /s/ Donald E. Whitmore, Jr.       President, Chief         January 30, 1998
Donald E. Whitmore, Jr.            Financial Officer
                                   and Director







<PAGE>



 /s/ John W. Everets               Director                  January 30, 1998
John W. Everets


 /s/ Charles W. Henry              Director                  January 30, 1998
Charles W. Henry


 /s/ Russell G. McMillen           Director                  January 30, 1998
Russell G. McMillen


 /s/ David C. Robinson             Director                  January 30, 1998
David C. Robinson


 /s/ Donald S. Tuttle, III         Director                  January 30, 1998
Donald S. Tuttle, III


                                   Treasurer and
 /s/ John Sullivan                 Corporate Controller      January 30, 1998
John Sullivan

               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 30th day
   of January, 1998.

                                             THE EASTERN COMPANY 1997
                                             DIRECTORS STOCK OPTION PLAN

                                             By THE EASTERN COMPANY


                                                By /s/ Leonard F. Leganza

                                                   Leonard F. Leganza
                                                   Its President and Chief
                                                   Executive Officer



















                                                   EXHIBIT 4(a)

                             THE EASTERN COMPANY
                       1997 DIRECTORS STOCK OPTION PLAN


   1.  Purpose.  The  purpose of this Plan is to promote  the  interests  of The
Eastern Company and its shareholders by providing a method whereby  non-employee
directors of the Company may become owners of the Company's  common stock by the
exercise  of  Non-qualified  Stock  Options,   thereby   encouraging   qualified
individuals to become members of the Board of Directors of the Company.


   2.    Definitions.      As used herein, the following terms
shall have the following meanings:

   (a) Award shall mean the grant of a Non-qualified  Stock Option as authorized
by Section 4.






<PAGE>



   (b) Award  Agreement  shall mean an  agreement  described in Section 7 of the
Plan which is entered into between the Company and a  Non-employee  Director and
which sets forth the terms,  conditions and  limitations  applicable to an Award
granted hereunder.

   (c)   Board shall mean the board of directors of The
Eastern Company.

   (d)   Code shall mean the Internal Revenue Code of 1986,
as amended.

   (e) Committee shall mean the Incentive Compensation Committee of the Board or
any successor committee with substantially the same responsibilities.

   (f) Company  shall mean The Eastern  Company and each  "parent or  subsidiary
corporation"  of The Eastern  Company (as those terms are defined in Section 424
of the Code).

   (g) Eastern  Common Stock shall mean the common stock,  no par value,  of The
Eastern Company.

   (h) Non-employee Director shall mean a director of The Eastern Company who is
not an employee of the Company.

   (i)  Non-qualified  Stock Option shall mean the right to purchase a specified
number of shares of Eastern Common Stock at a specified price during a specified
period of time which is granted pursuant to the terms of the Plan and which does
not comply with all of the requirements for incentive stock options set forth in
Section 422 of the Code.


   3.  Administration.  In  order  to  administer  the  issuance  of  Awards  to
Non-employee Directors pursuant to the Plan, there shall be a Committee which is
appointed  by the Board and which  consists of not less than three  non-employee
directors of the Company (as defined in Rule 16b-3 promulgated by the Securities
and Exchange Commission, as it may be amended from time to time). Subject to the
express  provisions of the Plan,  the  Committee  shall select the Non- employee
Directors  to be granted  Awards,  shall  determine  the time or times when each
Award will be  granted,  shall  determine  the number of shares  subject to each
Award,  shall determine the exercise price of the  Non-qualified  Stock Options,
shall determine the time or times within which the  Non-qualified  Stock Options
may be  exercised,  and  shall  determine  the form  and  content  of the  Award
Agreements (including, but not limited to, such terms, conditions and





<PAGE>



limitations as the Committee may deem to be necessary or desirable).

   The Committee shall have full power and authority,  subject to such orders or
resolutions not inconsistent with the provisions of the Plan as may from time to
time be issued or adopted by the Board,  to interpret the provisions of the Plan
and administer the issuance of Awards to Non- employee Directors under the Plan.
All decisions of the Committee hereunder shall be either by the affirmative vote
of a majority  of the  members  of the  Committee  at a meeting  called for such
purpose or by a writing signed by all of the members of the  Committee.  Subject
to any applicable  provisions of the Company's bylaws,  all such decisions shall
be final and binding on all persons  including  the Company,  its  shareholders,
employees and optionees.


   4.  Eligibility.  Non-employee Directors shall be
eligible to participate in the Plan and receive Awards of
Non-qualified Stock Options, as selected by the Committee in
its sole discretion.  More than one Award may be granted to
the same Non-employee Director.


   5. Shares Subject to the Plan. The shares subject to the Awards granted under
this Plan shall be  authorized  but  unissued  shares,  or treasury  shares,  of
Eastern  Common  Stock.  The total  amount of Eastern  Common Stock which may be
issued under Awards  granted  under this Plan shall not exceed in the  aggregate
150,000 shares.  Moreover, in no event may Non-qualified Stock Options authorize
the issuance of more than five percent (5%) of the outstanding shares of Eastern
Common Stock in any one year.

   If an Award  lapses,  expires,  terminates,  ceases to be  exercisable  or is
forfeited in whole or in part, or if any stock acquired pursuant to any Award is
reacquired  by the  Company  without the  payment of  consideration,  the shares
subject to but not issued under such Award or so  reacquired  shall be available
for the grant of other Awards.


   6.    Awards.

   (a)   The purchase price of the shares subject to each
Non-qualified Stock Option granted to a Non-employee





<PAGE>



Director  shall be  established by the Committee at the time of the grant of the
Non-qualified Stock Option.

   (b) The  term of a  Non-qualified  Stock  Option  granted  to a  Non-employee
Director shall expire ten years and one month from the date it is granted.

   (c) Each Non-qualified Stock Option granted to a Non- employee Director under
this Plan may be  exercised  only  during  the  continuation  of the  optionee's
service as a Non- employee Director,  except as provided in Section 6(d) hereof.
A  Non-qualified  Stock  Option  granted  to a  Non-  employee  Director  may be
exercised in whole at any time, or in part from time to time, during its term.

   (d) Any Non-qualified  Stock Option granted to a Non- employee Director,  the
period of which has not theretofore expired,  shall terminate at the time of the
death of the  optionee,  or at the time of the  termination  of his service as a
member of the Board,  and no shares may  thereafter  be issued  pursuant to such
Non-qualified Stock Option;  provided,  however,  that, subject to the condition
that no  Non-qualified  Stock Option granted to a  Non-employee  Director may be
exercised  in whole or in part after ten years and one month from the date it is
granted:

         (i) upon such a  termination  of service as a director  (other  than by
death),   the  optionee  may,  within  three  months  after  the  date  of  such
termination,  exercise  such  Non-qualified  Stock  Option  in whole or in part;
provided,  however,  that: (A) if such  termination  is due to disability,  such
three  month  period  shall be  extended  to one year;  and (ii) if an  optionee
terminates service as a director at or after attaining age sixty-five (65), such
three month period shall be extended to one year; and
         (ii) upon the death of any optionee  either prior to such a termination
of service as a director,  or within the three month or one year period referred
to in (i) above,  such  optionee's  estate or the person or persons to whom such
optionee's rights under the  Non-qualified  Stock Option are transferred by will
or the laws of descent and  distribution  may, within one year after the date of
such optionee's death,  exercise such Non-qualified  Stock Option in whole or in
part.

   (e) The purchase  price of each share  shall,  at the time of exercise of any
Non-qualified Stock Option, be paid in full in cash, or with previously acquired
shares of Eastern  Common Stock  having an  aggregate  fair market value at such
time equal to the purchase price, or in cash and such shares.





<PAGE>




   (f) Upon the exercise of a  Non-qualified  Stock  Option,  a  certificate  or
certificates  representing the shares of Eastern Common Stock so purchased shall
be delivered to the person entitled thereto.

   (g) An optionee shall have no rights as a shareholder  with respect to shares
subject to his  Non-qualified  Stock  Option until such shares are issued to him
and are fully paid, and no adjustment will be made for dividends or other rights
for which the record date is prior thereto.

   (h) Each Non-qualified Stock Option granted to a Non- employee Director under
this Plan shall by its terms be  non-transferable  by the optionee other than by
will or the laws of descent and  distribution  and,  during the  lifetime of the
optionee, be exercisable only by him.


   7. Award Agreements. Each Award granted under this Plan shall be evidenced by
an Award  Agreement  setting forth the number of shares of Eastern  Common Stock
subject to the Award,  and such other  terms and  conditions  applicable  to the
Award as are  required  by or are  consistent  with the  terms of the  Plan.  By
acceptance of an Award, each Non-employee  Director thereby agrees to such terms
and conditions and to the terms of this Plan pertaining thereto.


   8. Term of Plan.  This Plan shall  terminate  ten years after the date of its
adoption  by the Board,  or upon any earlier  termination  date  established  by
action of the Board, and no Awards shall be granted thereafter. Such termination
shall not affect the validity of any Awards then outstanding.

   9.  Exercise of Awards.

   (a) The  exercise  of any Award shall be by written  notice to the  Committee
which shall contain the following statement:

         "By virtue of my position  with The Eastern  Company,  I have access to
   the kind of  financial  and other  information  about The Eastern  Company as
   would be contained in a registration statement filed under the Securities Act
   of 1933."






<PAGE>



   (b)  In  the  absence  of  an  effective  registration  statement  under  the
Securities  Act of 1933, as amended,  (the "Act") at the time of the grant of an
Award,  each Non-  employee  Director,  by accepting the Award,  represents  and
agrees for himself,  his estate and his transferees by will or under the laws of
descent and  distribution  that all shares of stock  acquired  pursuant  thereto
shall be acquired for investment and not with a view to further distribution
or for  purposes of resale.  Exercise  of any Award  shall be by written  notice
which,  in the absence of an  effective  registration  statement  under the Act,
shall contain a statement in substantially the following form:

         "I am acquiring  these shares for my own account for investment and not
   with a view toward distribution in a manner which would require  registration
   under the  Securities  Act of 1933, and I do not presently have any reason to
   anticipate any change in my  circumstances  or other  particular  occasion or
   fact which would cause me to sell the shares being acquired. I agree that the
   certificates  representing  these shares, in the absence of such an effective
   registration statement, may be marked with a legend reading as follows:

         'The shares  represented by this  certificate  have not been registered
   under  the  Securities  Act of  1933.  The  shares  have  been  acquired  for
   investment and may not be sold,  transferred,  pledged or hypothecated in the
   absence of an  effective  registration  statement  for the  shares  under the
   Securities  Act of 1933 or an opinion of counsel to The Eastern  Company that
   registration is not required under said Act.'"

   To the extent required by the securities  laws, all shares acquired  pursuant
to any Award shall be marked with the foregoing legend.


   10.  Adjustment of Shares Subject to Award and Exercise Price.

   (a) Subject to any required action by the Company's shareholders,  the number
of shares of Eastern  Common Stock subject to each  outstanding  Award,  and the
exercise  price per share thereof in each such Award,  shall be  proportionately
adjusted for any increase or decrease in the number of issued  shares of Eastern
Common Stock  resulting  from a subdivision  or  consolidation  of shares or the
payment  of a stock  dividend  (but  only on such  common  stock)  or any  other
increase or decrease in the number of such shares effected without receipt of 
full consideration by the Company.

<PAGE>

   (b)  Subject  to any  required  action  by the  Company's  shareholders,  the
aggregate number of shares of Eastern Common Stock subject to this Plan shall be
proportionately  adjusted  for any  increase or decrease in the number of issued
shares of Eastern Common Stock resulting from a subdivision or  consolidation of
shares or the payment of a stock dividend (but only on such common stock) or any
other increase or decrease in the number of such shares effected without receipt
of full consideration by the Company.

   (c) Subject to any  required  action by the  Company's  shareholders,  if the
Company  shall  be  the  surviving   corporation   in  any   reorganization   or
consolidation,  each  outstanding  Award  shall  pertain  to  and  apply  to the
securities  to which a holder of the  number of shares of Eastern  Common  Stock
subject to the Award would have been entitled as a result of such reorganization
or consolidation.

   (d)  In  the  event  of a  change  in  Eastern  Common  Stock,  as  presently
constituted,  which is limited to a change of all of its authorized  shares into
the same  number  of  shares  with par  value or with a  different  par value or
without par value,  the shares resulting from any such change shall be deemed to
be the common stock subject to the Plan.

   (e) To  the  extent  that  the  foregoing  adjustments  relate  to  stock  or
securities  of the Company,  such  adjustments  shall be made by the Board whose
determination  in that  respect,  including  any  determination  of the value of
consideration received for shares, shall be final, binding and conclusive.


   11.  Amendments and Discontinuance.  The Board may amend, suspend or
discontinue the Plan at any time and in any manner.


   12.  Continuance of Service as a Non-employee Director.  Neither the Plan nor
the granting of any Award hereunder shall impose any obligation to retain any
Non-employee Director as a member of the Board.








<PAGE>



   13. Tax Withholding. The Company shall have the power to withhold, or require
an optionee to remit to the Company,  an amount  sufficient to satisfy  Federal,
state and local  withholding  tax  requirements  on any Award  granted under the
Plan. To the extent permissible under applicable tax, securities and other laws,
the Company may, in its sole  discretion,  permit the  Non-employee  Director to
satisfy a tax  withholding  requirement by directing the Company to apply shares
of Eastern Common Stock to which he is entitled as a result of the exercise of a
Non-qualified Stock Option.


   14.   Limits of Liability.

   (a) Any liability of the Company to any Non-employee Director with respect to
an Award shall be based solely upon the contractual  obligations  created by the
Plan and the Award Agreement.

   (b) Neither the Company,  nor any member of the Board or the  Committee,  nor
any other person  participating  in the  determination of any question under the
Plan or the  interpretation,  administration  or application of the Plan,  shall
have any  liability  to any party for any  action  taken or not  taken,  in good
faith, under the Plan.


   15.   Governing Law.  The Plan, and all Award Agreements hereunder, shall be
construed in accordance with the laws of the State of Connecticut.


   16.  Effective Date.  The Plan shall be effective as of September 17, 1997, 
the date of its approval by the Incentive Compensation Committee of the Board.






<PAGE>

















John V. Galiette
(860) 240-1009

                                                   EXHIBIT 5

                                       January 30, 1998

Board of Directors
The Eastern Company
112 Bridge Street
P.O. Box 460
Naugatuck, CT  06770

   Re:   Issuance of Shares of The Eastern Company Common Stock Pursuant to The
         Eastern Company 1997 Directors Stock Option Plan

Dear Sirs:

   As  counsel  for  The  Eastern  Company,   a  Connecticut   corporation  (the
"Company"),  we have  participated  with the  Company  and its  officers  in the
preparation  for filing with the Securities and Exchange  Commission  ("SEC") of
the Registration  Statement on Form S-8 (the "Registration  Statement") covering
certain  shares of common  stock,  no par value per share,  of the Company  (the
"Shares").  The Shares  will be issued  pursuant  to The  Eastern  Company  1997
Directors  Stock Option Plan (the  "Plan")  upon the  exercise of certain  stock
options to be granted under the Plan.

   In connection  with the filing of the  Registration  Statement,  we have been
asked to give our opinion, in our capacity as counsel for the Company, as to the
legality of the Shares being  registered,  indicating  whether the Shares,  when
acquired  by the  holders of  options  granted  under the Plan,  will be legally
issued, fully paid and non-assessable.

   In rendering  this  opinion,  we have  examined and relied upon  originals or
copies,  certified  or  otherwise,  of all such  corporate  records,  documents,
agreements or other instruments of the Company, and have made such investigation
of law, and have  discussed  with the officers of the Company such  questions of
fact, as we have deemed necessary or appropriate.  In rendering this opinion, we
have relied upon  certificates  and  statements of officers and directors of the
Company  as to factual  matters,  and we have  assumed  the  genuineness  of all
documents submitted as copies.

   Relying  on the  matters  stated  above,  and based  upon and  subject to the
foregoing,  we are of the opinion that the Shares,  when acquired by the holders
of  options  granted  under the Plan,  will be  legally  issued,  fully paid and
non-assessable.






<PAGE>









   We hereby  consent to the use of this opinion as an exhibit to the  Company's
Registration Statement on Form S-8.

                                       Very truly yours, REID and RIEGE, P.C.


                                       /s/ John V. Galiette
                                       John V. Galiette

JVG/hs






<PAGE>










                                                   EXHIBIT 23(b)


                       Consent of Independent Auditors


   We consent to the  reference  to our firm under the  captions  "Interests  of
Named  Experts  and  Counsel"  in the  Registration  Statement  (Form  S-8)  and
"Experts" in the related  Prospectus and Reoffer  Prospectus,  all pertaining to
The Eastern Company 1997 Directors  Stock Option Plan, and to the  incorporation
by reference in the  aforementioned  Registration  Statement of our report dated
January 31, 1997, with respect to the consolidated  financial  statements of The
Eastern  Company  included in its Annual  Report  (Form 10-K) for the year ended
December 28, 1996, filed with the Securities and Exchange Commission.


                                       /s/ ERNST & YOUNG LLP
                                       ERNST & YOUNG LLP


Hartford, Connecticut
January 30, 1998






<PAGE>










                                                                 EXHIBIT 99(1)

REOFFER PROSPECTUS

                             THE EASTERN COMPANY

                                 Common Stock

                            No Par Value Per Share


   This prospectus (the "Prospectus") relates to certain shares of common stock,
no par value per share, of The Eastern Company (the "Common  Stock"),  which may
be issued upon the exercise of stock options  granted under The Eastern  Company
1997  Directors  Stock  Option  Plan (the  "Plan").  The  Eastern  Company  (the
"Company")  will receive no part of the proceeds  from the sales of Common Stock
to be made on behalf of the Selling  Shareholders.  (See "Selling  Shareholders"
herein for information concerning the several Selling Shareholders).

   The  Company's  Common Stock is listed on the  American  Stock  Exchange.  On
January 27, 1998,  the reported  closing price per share of the Common Stock was
$20.375.

   THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION  (THE  "SEC") NOR HAS THE SEC PASSED  UPON THE  ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.



                             THE EASTERN COMPANY
                              112 BRIDGE STREET
                                 P.O. BOX 460
                         NAUGATUCK, CONNECTICUT 06770
                                (203) 729-2255



   The date of this Prospectus is January 30, 1998.







<PAGE>



                            AVAILABLE INFORMATION

   The  Company is subject to the  information  requirements  of the  Securities
Exchange Act of 1934 (the "Exchange  Act") and, in accordance  therewith,  files
reports and other  information with the Securities and Exchange  Commission (the
"SEC").  Such  reports  and other  information  concerning  the  Company  can be
inspected and copied at the public reference facilities maintained by the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's Regional Offices
in New York (Seven  World Trade  Center,  New York,  New York 10048) and Chicago
(500 West Madison Street,  Suite 1400,  Chicago,  Illinois 60061), and copies of
such  material can be obtained from the Public  Reference  Section of the SEC at
450 Fifth Street, N.W., Washington,  D.C. 20549, at prescribed rates. Certain of
such reports,  proxy statements and other information is also available from the
SEC over the Internet at http://www.sec.gov.

   The Company's Common Stock is listed on the American Stock Exchange. Reports,
proxy and information  statements,  in addition to other information  concerning
the Company, can be inspected at the American Stock Exchange.

   This   Prospectus   does  not  contain  all  information  set  forth  in  the
Registration Statement and Exhibits thereto which the Company has filed with the
SEC under the Securities Act of 1933 (the "1933 Act") and to which  reference is
hereby made.

   A copy of any  document  or part  thereof  which  is  incorporated  into  the
Registration  Statement by reference  shall be provided  without  charge to each
person to whom a  Prospectus  is  delivered  upon the written or oral request of
such person.  Such  requests for  information  should be directed to The Eastern
Company,  c/o Corporate  Secretary,  112 Bridge Street, P.O. Box 460, Naugatuck,
Connecticut 06770, telephone (203) 729-2255.

   The  Company  intends  to  distribute  to  its  shareholders  annual  reports
containing  financial  statements  which have been  audited  by its  independent
auditors and quarterly reports containing  unaudited  financial  information for
the first three quarters of each year.

   No  person  has  been  authorized  to give  any  information  or to make  any
representations other than those contained in this Prospectus,  and, if given or
made,  such other  information  or  representations  must not be relied  upon as
having been  authorized by the Company.  This  Prospectus does not constitute an
offer or solicitation by anyone in any state in which such offer or solicitation
is not  authorized,  or in which the person making such offer or solicitation is
not qualified to do so, or to any person to whom it is





<PAGE>











unlawful to make such offer or solicitation.  The delivery of this Prospectus at
any time does not  imply  that  information  herein  is  correct  as of any time
subsequent to the date hereof.


      THE COMPANY

      The  Eastern  Company  is a  diversified  manufacturer  of locks and other
proprietary metal products, serving the security,  underground mining, specialty
castings;  and  transportation  and  industrial  hardware  markets.  It has  its
corporate  headquarters at 112 Bridge Street,  Naugatuck,  Connecticut 06770 and
its
telephone number is (203) 729-2255.

      Additional  information  concerning  the  Company is set forth in its most
recent  Annual  Report on Form  10-K,  copies of which will be  furnished,  upon
request,  to  non-employee  members of the Company's  Board of Directors who are
determined to be eligible to participate in the Plan.


                             SELLING SHAREHOLDERS

      The  following  tables set forth  information  as of January 28, 1998 with
respect to those Selling Shareholders who have acquired or may acquire shares of
the Company's Common Stock under the Plan.

      To the best of the Company's knowledge,  there is no understanding between
any of the Selling Shareholders and any securities broker or dealer with respect
to the sale of shares of Common Stock to which this Prospectus relates.

      All expenses  (excluding  commissions)  in connection with the offering of
the shares being offered by this  Prospectus  will be paid by the Company.  Such
expenses (excluding  commissions but including registration fees, transfer agent
fees,  printing costs and legal and accounting  fees) are not expected to exceed
$5,000.00.




<PAGE>









                                                Restricted
                                                Stock and
                                                Shares of         Shares of
                              Shares of         Common Stock      Common
                              Common Stock      Issuable Under    Stock
Name, Address                 Beneficially      Outstanding       Offered By
and Positions                 Held as of        Options as of     This
with the Company               1/28/98(1)        1/28/98          Prospectus

Leonard F. Leganza                3,710            56,250           59,960
62 Tunxis Village
Farmington, CT  06032
(President, Chief
Executive Officer
and Director)

Donald E. Whitmore, Jr.          25,736            17,500           43,236
99 Deerbrooke Circle
Southington, CT  06489
(Executive Vice President,
Chief Financial Officer
and Director)

John W. Everets                  12,154            15,000           27,154
72 Chestnut Street
Boston, MA  02108
(Director)

Charles W. Henry                  5,815            26,250           32,065
Ash Swamp Road
Woodbury, CT  06798
(Director)

Russell G. McMillen             109,574            15,000          124,574
96 Crest Road
Middlebury, CT 06762
(Director)

David C. Robinson                18,018            20,250           38,268
211 North Shore Road
New Preston, CT  06777-1123
(Director)

Donald S. Tuttle, III             5,259            24,050           29,309
775 South Street
Middlebury, CT 06762
(Director)


(1)   Shareholdings  include,  in certain cases, shares owned by or in trust for
      spouses and/or  children (in which case all  beneficial  interest has been
      disclaimed).







<PAGE>




                     DESCRIPTION OF COMPANY COMMON STOCK

      Holders of Common  Stock are  entitled  to one vote for each share held on
all matters  submitted  to a vote of  shareholders.  Holders of common stock are
entitled:  (a) to receive  such  dividends  as may be  declared  by the Board of
Directors out of funds legally available  therefor;  and (b) in the event of the
liquidation,  dissolution,  or winding-up of the Company,  to share pro rata the
remaining  assets  after  payment of all debts,  obligations,  and  liabilities.
Shareholders have no preemptive  subscription or conversion rights. There are no
redemption  or sinking  fund  provisions  applicable  to the Common  Stock.  The
Company's  certificate  of  incorporation,  as amended  and  restated,  does not
provide for cumulative  voting.  The presently issued and outstanding  shares of
Common Stock are, and the shares of Common Stock  offered  hereby by the Company
when  issued and  delivered  as  contemplated  herein,  will be,  fully paid and
non-assessable.


                                   EXPERTS

      The consolidated  financial statements of The Eastern Company incorporated
by reference in the  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  Company  by Reid  and  Riege,  P.C.,  Hartford,
Connecticut.


               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The Plan has been filed  with the SEC as an  exhibit  to the  Registration
Statement of which this  Prospectus is a part and is  incorporated  by reference
herein.  Reference should be made to the Plan for a full and complete  statement
of its respective provisions.

      Also  incorporated  herein by reference are the Company's Annual Report on
Form 10-K for the fiscal  year  ending  December  28,  1996,  and the  Company's
Quarterly  Reports on Form 10-Q for the fiscal  quarters  ended March 29,  1997,
June 28, 1997 and September 27, 1997, and the Company's  Proxy  Statement  dated
February 28, 1997, all as filed with the SEC. All documents  subsequently  filed
by the Company with the SEC pursuant to






<PAGE>



Sections 13, 14, and 15(d) of the  Securities  Exchange Act of 1934 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  Prospectus and to be a part
hereof from the date of filing of each such document.

      The Company will provide upon request and without charge to each person to
whom  this  Prospectus  is  delivered  a copy  of  any  or all of the  documents
incorporated  herein by reference  (other than exhibits to such documents  which
are not specifically incorporated therein by reference). Written requests should
be directed to:

                             The Eastern Company
                           c/o Corporate Secretary
                              112 Bridge Street
                                 P.O. Box 460
                         Naugatuck, Connecticut 06770

Telephone requests may be directed to the Corporate Secretary at (203) 729-2255.


                               INDEMNIFICATION

      Section 33-770 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






<PAGE>



(4) by vote of the  shareholders  (although  shares owned by  directors  who are
parties to the proceeding cannot vote).

      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 Company's  certificate of  incorporation  and Section
33-636(b)(4) of the Connecticut General Statutes limit the personal liability of
the Company's  directors to the Company or its shareholders for monetary damages
for any failure on the part of the directors to exercise the requisite degree of






<PAGE>


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 Company's  by-laws also require the  indemnification  of the Company's
directors and officers. Article VII, Section 7 of the by-laws provides that each
director and officer of the Company 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  Company  has  also  obtained   directors'  and  officers'   liability
insurance, the effect of which is to indemnify the directors and officers of the
Company  against  certain  damages and expenses  because of certain  claims made
against them which are caused by their negligent act, error or omission.

      Insofar as indemnification  for liabilities arising under the 1933 Act may
be  permitted to  directors,  officers  and  controlling  persons of the Company
pursuant to the foregoing provisions or otherwise,  the Company has been advised
that, in the opinion of the SEC, such  indemnification  is against public policy
as expressed in the 1933 Act and is, therefore, unenforceable. In the event that
a claim for indemnification  against such liabilities (other than the payment by
the Company of expenses  incurred or paid by a director,  officer or controlling
person  of the  Company  in  the  successful  defense  of any  action,  suit  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection  with  the  Common  Stock  which  is  the  subject  of  this  Reoffer
Prospectus,  the Company  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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 63030}]
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As filed with the Securities and Exchange Commission on January 30, 1998.

                                               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 1997 DIRECTORS STOCK OPTION PLAN
                           (Full title of the plan)

                            John V. Galiette, Esq.
                             Reid and Riege, P.C.
                               One State Street
                       Hartford, Connecticut 06103-3185
                                (860) 240-1009
           (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)(2)    price (1)       fee (2)

Common stock   150,000        $14.875 for 90,000   $2,561,250      $776.14
                              $20.375 for 60,000

      (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,  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 the sum
      of:  (a)  $1,338,750,  which is the  aggregate  exercise  price of  90,000
      options  granted  at an  exercise  price of $14.875  per  share;  plus (b)
      $1,222,500,  which is  $20.375,  the average of the high and low prices of
      the Registrant's Common
Stock on January 27, 1998,  multiplied by 60,000, a good faith estimate of
      the  aggregate  number of shares of Common Stock of the  Registrant  to be
      issued under options to be granted 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 28, 1996.

            (b) The Registrant's  Quarterly  Reports on Form 10-Q for the fiscal
quarters ended March 29, 1997, June 28, 1997 and September 27, 1997.

            (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.
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.

                                   - 3 -
The validity of the issuance of the shares of common stock offered  hereby
will be  passed  upon for the  Registrant  by Reid and  Riege,  P.C.,  Hartford,
Connecticut.

Item 6.     Indemnification of Directors and Officers.

      Section 33-770 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).

      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.

                                   - 4 -
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
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.

            Not applicable.

Item 8.     Exhibits.

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

      4(a)        The Eastern Company 1997 Directors Stock Option 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.

      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

                                   - 5 -
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 Reid and Riege, P.C. as to the legality of the 
                  securities being registered.

      23(a)       Consent of Reid and Riege, P.C. (Reference is made to the 
                  Opinion of Reid and Riege, P.C. 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 28, 1996 is incorporated herein by 
                  reference.

      99(3)       The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                  quarters ended March 29, 1997, June 28, 1997 and September 27,
                  1997 are incorporated herein by reference.

      99(4)       Notice of the 1997 Annual  Meeting of  Shareholders  and Proxy
                  Statement  of the  Registrant  dated  February  28,  1997  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;

                                   - 6 -
(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.

                  (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.

                                   - 7 -
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 30th day
of January, 1998.

                                    THE EASTERN COMPANY

                                    By /s/ Leonard F. Leganza
                                      Leonard F. Leganza
                                      (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  Leonard F. Leganza and 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

                                   President and
 /s/ Leonard F. Leganza            Director (Chief          January 30, 1998
Leonard F. Leganza                 Executive Officer)

                                   Executive Vice
 /s/ Donald E. Whitmore, Jr.       President, Chief         January 30, 1998
Donald E. Whitmore, Jr.            Financial Officer
                                   and Director
/s/ John W. Everets               Director                  January 30, 1998
John W. Everets

 /s/ Charles W. Henry              Director                  January 30, 1998
Charles W. Henry

 /s/ Russell G. McMillen           Director                  January 30, 1998
Russell G. McMillen

 /s/ David C. Robinson             Director                  January 30, 1998
David C. Robinson

 /s/ Donald S. Tuttle, III         Director                  January 30, 1998
Donald S. Tuttle, III

                                   Treasurer and
 /s/ John Sullivan                 Corporate Controller      January 30, 1998
John Sullivan

               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 30th day
   of January, 1998.

                                             THE EASTERN COMPANY 1997
                                             DIRECTORS STOCK OPTION PLAN

                                             By THE EASTERN COMPANY

                                                By /s/ Leonard F. Leganza

                                                   Leonard F. Leganza
                                                   Its President and Chief
                                                   Executive Officer

                                                   EXHIBIT 4(a)

                             THE EASTERN COMPANY
                       1997 DIRECTORS STOCK OPTION PLAN

   1.  Purpose.  The  purpose of this Plan is to promote  the  interests  of The
Eastern Company and its shareholders by providing a method whereby  non-employee
directors of the Company may become owners of the Company's  common stock by the
exercise  of  Non-qualified  Stock  Options,   thereby   encouraging   qualified
individuals to become members of the Board of Directors of the Company.

   2.    Definitions.      As used herein, the following terms
shall have the following meanings:

   (a) Award shall mean the grant of a Non-qualified  Stock Option as authorized
by Section 4.
(b) Award  Agreement  shall mean an  agreement  described in Section 7 of the
Plan which is entered into between the Company and a  Non-employee  Director and
which sets forth the terms,  conditions and  limitations  applicable to an Award
granted hereunder.

   (c)   Board shall mean the board of directors of The
Eastern Company.

   (d)   Code shall mean the Internal Revenue Code of 1986,
as amended.

   (e) Committee shall mean the Incentive Compensation Committee of the Board or
any successor committee with substantially the same responsibilities.

   (f) Company  shall mean The Eastern  Company and each  "parent or  subsidiary
corporation"  of The Eastern  Company (as those terms are defined in Section 424
of the Code).

   (g) Eastern  Common Stock shall mean the common stock,  no par value,  of The
Eastern Company.

   (h) Non-employee Director shall mean a director of The Eastern Company who is
not an employee of the Company.

   (i)  Non-qualified  Stock Option shall mean the right to purchase a specified
number of shares of Eastern Common Stock at a specified price during a specified
period of time which is granted pursuant to the terms of the Plan and which does
not comply with all of the requirements for incentive stock options set forth in
Section 422 of the Code.

   3.  Administration.  In  order  to  administer  the  issuance  of  Awards  to
Non-employee Directors pursuant to the Plan, there shall be a Committee which is
appointed  by the Board and which  consists of not less than three  non-employee
directors of the Company (as defined in Rule 16b-3 promulgated by the Securities
and Exchange Commission, as it may be amended from time to time). Subject to the
express  provisions of the Plan,  the  Committee  shall select the Non- employee
Directors  to be granted  Awards,  shall  determine  the time or times when each
Award will be  granted,  shall  determine  the number of shares  subject to each
Award,  shall determine the exercise price of the  Non-qualified  Stock Options,
shall determine the time or times within which the  Non-qualified  Stock Options
may be  exercised,  and  shall  determine  the form  and  content  of the  Award
Agreements (including, but not limited to, such terms, conditions and
limitations as the Committee may deem to be necessary or desirable).

   The Committee shall have full power and authority,  subject to such orders or
resolutions not inconsistent with the provisions of the Plan as may from time to
time be issued or adopted by the Board,  to interpret the provisions of the Plan
and administer the issuance of Awards to Non- employee Directors under the Plan.
All decisions of the Committee hereunder shall be either by the affirmative vote
of a majority  of the  members  of the  Committee  at a meeting  called for such
purpose or by a writing signed by all of the members of the  Committee.  Subject
to any applicable  provisions of the Company's bylaws,  all such decisions shall
be final and binding on all persons  including  the Company,  its  shareholders,
employees and optionees.

   4.  Eligibility.  Non-employee Directors shall be
eligible to participate in the Plan and receive Awards of
Non-qualified Stock Options, as selected by the Committee in
its sole discretion.  More than one Award may be granted to
the same Non-employee Director.

   5. Shares Subject to the Plan. The shares subject to the Awards granted under
this Plan shall be  authorized  but  unissued  shares,  or treasury  shares,  of
Eastern  Common  Stock.  The total  amount of Eastern  Common Stock which may be
issued under Awards  granted  under this Plan shall not exceed in the  aggregate
150,000 shares.  Moreover, in no event may Non-qualified Stock Options authorize
the issuance of more than five percent (5%) of the outstanding shares of Eastern
Common Stock in any one year.

   If an Award  lapses,  expires,  terminates,  ceases to be  exercisable  or is
forfeited in whole or in part, or if any stock acquired pursuant to any Award is
reacquired  by the  Company  without the  payment of  consideration,  the shares
subject to but not issued under such Award or so  reacquired  shall be available
for the grant of other Awards.

   6.    Awards.

   (a)   The purchase price of the shares subject to each
Non-qualified Stock Option granted to a Non-employee
Director  shall be  established by the Committee at the time of the grant of the
Non-qualified Stock Option.

   (b) The  term of a  Non-qualified  Stock  Option  granted  to a  Non-employee
Director shall expire ten years and one month from the date it is granted.

   (c) Each Non-qualified Stock Option granted to a Non- employee Director under
this Plan may be  exercised  only  during  the  continuation  of the  optionee's
service as a Non- employee Director,  except as provided in Section 6(d) hereof.
A  Non-qualified  Stock  Option  granted  to a  Non-  employee  Director  may be
exercised in whole at any time, or in part from time to time, during its term.

   (d) Any Non-qualified  Stock Option granted to a Non- employee Director,  the
period of which has not theretofore expired,  shall terminate at the time of the
death of the  optionee,  or at the time of the  termination  of his service as a
member of the Board,  and no shares may  thereafter  be issued  pursuant to such
Non-qualified Stock Option;  provided,  however,  that, subject to the condition
that no  Non-qualified  Stock Option granted to a  Non-employee  Director may be
exercised  in whole or in part after ten years and one month from the date it is
granted:

         (i) upon such a  termination  of service as a director  (other  than by
death),   the  optionee  may,  within  three  months  after  the  date  of  such
termination,  exercise  such  Non-qualified  Stock  Option  in whole or in part;
provided,  however,  that: (A) if such  termination  is due to disability,  such
three  month  period  shall be  extended  to one year;  and (ii) if an  optionee
terminates service as a director at or after attaining age sixty-five (65), such
three month period shall be extended to one year; and
         (ii) upon the death of any optionee  either prior to such a termination
of service as a director,  or within the three month or one year period referred
to in (i) above,  such  optionee's  estate or the person or persons to whom such
optionee's rights under the  Non-qualified  Stock Option are transferred by will
or the laws of descent and  distribution  may, within one year after the date of
such optionee's death,  exercise such Non-qualified  Stock Option in whole or in
part.

   (e) The purchase  price of each share  shall,  at the time of exercise of any
Non-qualified Stock Option, be paid in full in cash, or with previously acquired
shares of Eastern  Common Stock  having an  aggregate  fair market value at such
time equal to the purchase price, or in cash and such shares.
(f) Upon the exercise of a  Non-qualified  Stock  Option,  a  certificate  or
certificates  representing the shares of Eastern Common Stock so purchased shall
be delivered to the person entitled thereto.

   (g) An optionee shall have no rights as a shareholder  with respect to shares
subject to his  Non-qualified  Stock  Option until such shares are issued to him
and are fully paid, and no adjustment will be made for dividends or other rights
for which the record date is prior thereto.

   (h) Each Non-qualified Stock Option granted to a Non- employee Director under
this Plan shall by its terms be  non-transferable  by the optionee other than by
will or the laws of descent and  distribution  and,  during the  lifetime of the
optionee, be exercisable only by him.

   7. Award Agreements. Each Award granted under this Plan shall be evidenced by
an Award  Agreement  setting forth the number of shares of Eastern  Common Stock
subject to the Award,  and such other  terms and  conditions  applicable  to the
Award as are  required  by or are  consistent  with the  terms of the  Plan.  By
acceptance of an Award, each Non-employee  Director thereby agrees to such terms
and conditions and to the terms of this Plan pertaining thereto.

   8. Term of Plan.  This Plan shall  terminate  ten years after the date of its
adoption  by the Board,  or upon any earlier  termination  date  established  by
action of the Board, and no Awards shall be granted thereafter. Such termination
shall not affect the validity of any Awards then outstanding.

   9.  Exercise of Awards.

   (a) The  exercise  of any Award shall be by written  notice to the  Committee
which shall contain the following statement:

         "By virtue of my position  with The Eastern  Company,  I have access to
   the kind of  financial  and other  information  about The Eastern  Company as
   would be contained in a registration statement filed under the Securities Act
   of 1933."
(b)  In  the  absence  of  an  effective  registration  statement  under  the
Securities  Act of 1933, as amended,  (the "Act") at the time of the grant of an
Award,  each Non-  employee  Director,  by accepting the Award,  represents  and
agrees for himself,  his estate and his transferees by will or under the laws of
descent and  distribution  that all shares of stock  acquired  pursuant  thereto
shall be acquired for investment and not with a view to further distribution
or for  purposes of resale.  Exercise  of any Award  shall be by written  notice
which,  in the absence of an  effective  registration  statement  under the Act,
shall contain a statement in substantially the following form:

         "I am acquiring  these shares for my own account for investment and not
   with a view toward distribution in a manner which would require  registration
   under the  Securities  Act of 1933, and I do not presently have any reason to
   anticipate any change in my  circumstances  or other  particular  occasion or
   fact which would cause me to sell the shares being acquired. I agree that the
   certificates  representing  these shares, in the absence of such an effective
   registration statement, may be marked with a legend reading as follows:

         'The shares  represented by this  certificate  have not been registered
   under  the  Securities  Act of  1933.  The  shares  have  been  acquired  for
   investment and may not be sold,  transferred,  pledged or hypothecated in the
   absence of an  effective  registration  statement  for the  shares  under the
   Securities  Act of 1933 or an opinion of counsel to The Eastern  Company that
   registration is not required under said Act.'"

   To the extent required by the securities  laws, all shares acquired  pursuant
to any Award shall be marked with the foregoing legend.

   10.  Adjustment of Shares Subject to Award and Exercise Price.

   (a) Subject to any required action by the Company's shareholders,  the number
of shares of Eastern  Common Stock subject to each  outstanding  Award,  and the
exercise  price per share thereof in each such Award,  shall be  proportionately
adjusted for any increase or decrease in the number of issued  shares of Eastern
Common Stock  resulting  from a subdivision  or  consolidation  of shares or the
payment  of a stock  dividend  (but  only on such  common  stock)  or any  other
increase or decrease in the number of such shares effected without receipt of 
full consideration by the Company.
(b)  Subject  to any  required  action  by the  Company's  shareholders,  the
aggregate number of shares of Eastern Common Stock subject to this Plan shall be
proportionately  adjusted  for any  increase or decrease in the number of issued
shares of Eastern Common Stock resulting from a subdivision or  consolidation of
shares or the payment of a stock dividend (but only on such common stock) or any
other increase or decrease in the number of such shares effected without receipt
of full consideration by the Company.

   (c) Subject to any  required  action by the  Company's  shareholders,  if the
Company  shall  be  the  surviving   corporation   in  any   reorganization   or
consolidation,  each  outstanding  Award  shall  pertain  to  and  apply  to the
securities  to which a holder of the  number of shares of Eastern  Common  Stock
subject to the Award would have been entitled as a result of such reorganization
or consolidation.

   (d)  In  the  event  of a  change  in  Eastern  Common  Stock,  as  presently
constituted,  which is limited to a change of all of its authorized  shares into
the same  number  of  shares  with par  value or with a  different  par value or
without par value,  the shares resulting from any such change shall be deemed to
be the common stock subject to the Plan.

   (e) To  the  extent  that  the  foregoing  adjustments  relate  to  stock  or
securities  of the Company,  such  adjustments  shall be made by the Board whose
determination  in that  respect,  including  any  determination  of the value of
consideration received for shares, shall be final, binding and conclusive.

   11.  Amendments and Discontinuance.  The Board may amend, suspend or
discontinue the Plan at any time and in any manner.

   12.  Continuance of Service as a Non-employee Director.  Neither the Plan nor
the granting of any Award hereunder shall impose any obligation to retain any
Non-employee Director as a member of the Board.
13. Tax Withholding. The Company shall have the power to withhold, or require
an optionee to remit to the Company,  an amount  sufficient to satisfy  Federal,
state and local  withholding  tax  requirements  on any Award  granted under the
Plan. To the extent permissible under applicable tax, securities and other laws,
the Company may, in its sole  discretion,  permit the  Non-employee  Director to
satisfy a tax  withholding  requirement by directing the Company to apply shares
of Eastern Common Stock to which he is entitled as a result of the exercise of a
Non-qualified Stock Option.

   14.   Limits of Liability.

   (a) Any liability of the Company to any Non-employee Director with respect to
an Award shall be based solely upon the contractual  obligations  created by the
Plan and the Award Agreement.

   (b) Neither the Company,  nor any member of the Board or the  Committee,  nor
any other person  participating  in the  determination of any question under the
Plan or the  interpretation,  administration  or application of the Plan,  shall
have any  liability  to any party for any  action  taken or not  taken,  in good
faith, under the Plan.

   15.   Governing Law.  The Plan, and all Award Agreements hereunder, shall be
construed in accordance with the laws of the State of Connecticut.

   16.  Effective Date.  The Plan shall be effective as of September 17, 1997, 
the date of its approval by the Incentive Compensation Committee of the Board.
John V. Galiette
(860) 240-1009

                                                   EXHIBIT 5

                                       January 30, 1998

Board of Directors
The Eastern Company
112 Bridge Street
P.O. Box 460
Naugatuck, CT  06770

   Re:   Issuance of Shares of The Eastern Company Common Stock Pursuant to The
         Eastern Company 1997 Directors Stock Option Plan

Dear Sirs:

   As  counsel  for  The  Eastern  Company,   a  Connecticut   corporation  (the
"Company"),  we have  participated  with the  Company  and its  officers  in the
preparation  for filing with the Securities and Exchange  Commission  ("SEC") of
the Registration  Statement on Form S-8 (the "Registration  Statement") covering
certain  shares of common  stock,  no par value per share,  of the Company  (the
"Shares").  The Shares  will be issued  pursuant  to The  Eastern  Company  1997
Directors  Stock Option Plan (the  "Plan")  upon the  exercise of certain  stock
options to be granted under the Plan.

   In connection  with the filing of the  Registration  Statement,  we have been
asked to give our opinion, in our capacity as counsel for the Company, as to the
legality of the Shares being  registered,  indicating  whether the Shares,  when
acquired  by the  holders of  options  granted  under the Plan,  will be legally
issued, fully paid and non-assessable.

   In rendering  this  opinion,  we have  examined and relied upon  originals or
copies,  certified  or  otherwise,  of all such  corporate  records,  documents,
agreements or other instruments of the Company, and have made such investigation
of law, and have  discussed  with the officers of the Company such  questions of
fact, as we have deemed necessary or appropriate.  In rendering this opinion, we
have relied upon  certificates  and  statements of officers and directors of the
Company  as to factual  matters,  and we have  assumed  the  genuineness  of all
documents submitted as copies.

   Relying  on the  matters  stated  above,  and based  upon and  subject to the
foregoing,  we are of the opinion that the Shares,  when acquired by the holders
of  options  granted  under the Plan,  will be  legally  issued,  fully paid and
non-assessable.
We hereby  consent to the use of this opinion as an exhibit to the  Company's
Registration Statement on Form S-8.

                                       Very truly yours, REID and RIEGE, P.C.

                                       /s/ John V. Galiette
                                       John V. Galiette

JVG/hs
EXHIBIT 23(b)

                       Consent of Independent Auditors

   We consent to the  reference  to our firm under the  captions  "Interests  of
Named  Experts  and  Counsel"  in the  Registration  Statement  (Form  S-8)  and
"Experts" in the related  Prospectus and Reoffer  Prospectus,  all pertaining to
The Eastern Company 1997 Directors  Stock Option Plan, and to the  incorporation
by reference in the  aforementioned  Registration  Statement of our report dated
January 31, 1997, with respect to the consolidated  financial  statements of The
Eastern  Company  included in its Annual  Report  (Form 10-K) for the year ended
December 28, 1996, filed with the Securities and Exchange Commission.

                                       /s/ ERNST & YOUNG LLP
                                       ERNST & YOUNG LLP

Hartford, Connecticut
January 30, 1998
EXHIBIT 99(1)

REOFFER PROSPECTUS

                             THE EASTERN COMPANY

                                 Common Stock

                            No Par Value Per Share

   This prospectus (the "Prospectus") relates to certain shares of common stock,
no par value per share, of The Eastern Company (the "Common  Stock"),  which may
be issued upon the exercise of stock options  granted under The Eastern  Company
1997  Directors  Stock  Option  Plan (the  "Plan").  The  Eastern  Company  (the
"Company")  will receive no part of the proceeds  from the sales of Common Stock
to be made on behalf of the Selling  Shareholders.  (See "Selling  Shareholders"
herein for information concerning the several Selling Shareholders).

   The  Company's  Common Stock is listed on the  American  Stock  Exchange.  On
January 27, 1998,  the reported  closing price per share of the Common Stock was
$20.375.

   THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION  (THE  "SEC") NOR HAS THE SEC PASSED  UPON THE  ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                             THE EASTERN COMPANY
                              112 BRIDGE STREET
                                 P.O. BOX 460
                         NAUGATUCK, CONNECTICUT 06770
                                (203) 729-2255

   The date of this Prospectus is January 30, 1998.
AVAILABLE INFORMATION

   The  Company is subject to the  information  requirements  of the  Securities
Exchange Act of 1934 (the "Exchange  Act") and, in accordance  therewith,  files
reports and other  information with the Securities and Exchange  Commission (the
"SEC").  Such  reports  and other  information  concerning  the  Company  can be
inspected and copied at the public reference facilities maintained by the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's Regional Offices
in New York (Seven  World Trade  Center,  New York,  New York 10048) and Chicago
(500 West Madison Street,  Suite 1400,  Chicago,  Illinois 60061), and copies of
such  material can be obtained from the Public  Reference  Section of the SEC at
450 Fifth Street, N.W., Washington,  D.C. 20549, at prescribed rates. Certain of
such reports,  proxy statements and other information is also available from the
SEC over the Internet at http://www.sec.gov.

   The Company's Common Stock is listed on the American Stock Exchange. Reports,
proxy and information  statements,  in addition to other information  concerning
the Company, can be inspected at the American Stock Exchange.

   This   Prospectus   does  not  contain  all  information  set  forth  in  the
Registration Statement and Exhibits thereto which the Company has filed with the
SEC under the Securities Act of 1933 (the "1933 Act") and to which  reference is
hereby made.

   A copy of any  document  or part  thereof  which  is  incorporated  into  the
Registration  Statement by reference  shall be provided  without  charge to each
person to whom a  Prospectus  is  delivered  upon the written or oral request of
such person.  Such  requests for  information  should be directed to The Eastern
Company,  c/o Corporate  Secretary,  112 Bridge Street, P.O. Box 460, Naugatuck,
Connecticut 06770, telephone (203) 729-2255.

   The  Company  intends  to  distribute  to  its  shareholders  annual  reports
containing  financial  statements  which have been  audited  by its  independent
auditors and quarterly reports containing  unaudited  financial  information for
the first three quarters of each year.

   No  person  has  been  authorized  to give  any  information  or to make  any
representations other than those contained in this Prospectus,  and, if given or
made,  such other  information  or  representations  must not be relied  upon as
having been  authorized by the Company.  This  Prospectus does not constitute an
offer or solicitation by anyone in any state in which such offer or solicitation
is not  authorized,  or in which the person making such offer or solicitation is
not qualified to do so, or to any person to whom it is
unlawful to make such offer or solicitation.  The delivery of this Prospectus at
any time does not  imply  that  information  herein  is  correct  as of any time
subsequent to the date hereof.

      THE COMPANY

      The  Eastern  Company  is a  diversified  manufacturer  of locks and other
proprietary metal products, serving the security,  underground mining, specialty
castings;  and  transportation  and  industrial  hardware  markets.  It has  its
corporate  headquarters at 112 Bridge Street,  Naugatuck,  Connecticut 06770 and
its
telephone number is (203) 729-2255.

      Additional  information  concerning  the  Company is set forth in its most
recent  Annual  Report on Form  10-K,  copies of which will be  furnished,  upon
request,  to  non-employee  members of the Company's  Board of Directors who are
determined to be eligible to participate in the Plan.

                             SELLING SHAREHOLDERS

      The  following  tables set forth  information  as of January 28, 1998 with
respect to those Selling Shareholders who have acquired or may acquire shares of
the Company's Common Stock under the Plan.

      To the best of the Company's knowledge,  there is no understanding between
any of the Selling Shareholders and any securities broker or dealer with respect
to the sale of shares of Common Stock to which this Prospectus relates.

      All expenses  (excluding  commissions)  in connection with the offering of
the shares being offered by this  Prospectus  will be paid by the Company.  Such
expenses (excluding  commissions but including registration fees, transfer agent
fees,  printing costs and legal and accounting  fees) are not expected to exceed
$5,000.00.
Restricted
                                                Stock and
                                                Shares of         Shares of
                              Shares of         Common Stock      Common
                              Common Stock      Issuable Under    Stock
Name, Address                 Beneficially      Outstanding       Offered By
and Positions                 Held as of        Options as of     This
with the Company               1/28/98(1)        1/28/98          Prospectus

Leonard F. Leganza                3,710            56,250           59,960
62 Tunxis Village
Farmington, CT  06032
(President, Chief
Executive Officer
and Director)

Donald E. Whitmore, Jr.          25,736            17,500           43,236
99 Deerbrooke Circle
Southington, CT  06489
(Executive Vice President,
Chief Financial Officer
and Director)

John W. Everets                  12,154            15,000           27,154
72 Chestnut Street
Boston, MA  02108
(Director)

Charles W. Henry                  5,815            26,250           32,065
Ash Swamp Road
Woodbury, CT  06798
(Director)

Russell G. McMillen             109,574            15,000          124,574
96 Crest Road
Middlebury, CT 06762
(Director)

David C. Robinson                18,018            20,250           38,268
211 North Shore Road
New Preston, CT  06777-1123
(Director)

Donald S. Tuttle, III             5,259            24,050           29,309
775 South Street
Middlebury, CT 06762
(Director)

(1)   Shareholdings  include,  in certain cases, shares owned by or in trust for
      spouses and/or  children (in which case all  beneficial  interest has been
      disclaimed).
DESCRIPTION OF COMPANY COMMON STOCK

      Holders of Common  Stock are  entitled  to one vote for each share held on
all matters  submitted  to a vote of  shareholders.  Holders of common stock are
entitled:  (a) to receive  such  dividends  as may be  declared  by the Board of
Directors out of funds legally available  therefor;  and (b) in the event of the
liquidation,  dissolution,  or winding-up of the Company,  to share pro rata the
remaining  assets  after  payment of all debts,  obligations,  and  liabilities.
Shareholders have no preemptive  subscription or conversion rights. There are no
redemption  or sinking  fund  provisions  applicable  to the Common  Stock.  The
Company's  certificate  of  incorporation,  as amended  and  restated,  does not
provide for cumulative  voting.  The presently issued and outstanding  shares of
Common Stock are, and the shares of Common Stock  offered  hereby by the Company
when  issued and  delivered  as  contemplated  herein,  will be,  fully paid and
non-assessable.

                                   EXPERTS

      The consolidated  financial statements of The Eastern Company incorporated
by reference in the  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  Company  by Reid  and  Riege,  P.C.,  Hartford,
Connecticut.

               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The Plan has been filed  with the SEC as an  exhibit  to the  Registration
Statement of which this  Prospectus is a part and is  incorporated  by reference
herein.  Reference should be made to the Plan for a full and complete  statement
of its respective provisions.

      Also  incorporated  herein by reference are the Company's Annual Report on
Form 10-K for the fiscal  year  ending  December  28,  1996,  and the  Company's
Quarterly  Reports on Form 10-Q for the fiscal  quarters  ended March 29,  1997,
June 28, 1997 and September 27, 1997, and the Company's  Proxy  Statement  dated
February 28, 1997, all as filed with the SEC. All documents  subsequently  filed
by the Company with the SEC pursuant to
Sections 13, 14, and 15(d) of the  Securities  Exchange Act of 1934 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  Prospectus and to be a part
hereof from the date of filing of each such document.

      The Company will provide upon request and without charge to each person to
whom  this  Prospectus  is  delivered  a copy  of  any  or all of the  documents
incorporated  herein by reference  (other than exhibits to such documents  which
are not specifically incorporated therein by reference). Written requests should
be directed to:

                             The Eastern Company
                           c/o Corporate Secretary
                              112 Bridge Street
                                 P.O. Box 460
                         Naugatuck, Connecticut 06770

Telephone requests may be directed to the Corporate Secretary at (203) 729-2255.

                               INDEMNIFICATION

      Section 33-770 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).

      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 Company's  certificate of  incorporation  and Section
33-636(b)(4) of the Connecticut General Statutes limit the personal liability of
the Company's  directors to the Company or its shareholders for monetary 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 Company's  by-laws also require the  indemnification  of the Company's
directors and officers. Article VII, Section 7 of the by-laws provides that each
director and officer of the Company 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  Company  has  also  obtained   directors'  and  officers'   liability
insurance, the effect of which is to indemnify the directors and officers of the
Company  against  certain  damages and expenses  because of certain  claims made
against them which are caused by their negligent act, error or omission.

      Insofar as indemnification  for liabilities arising under the 1933 Act may
be  permitted to  directors,  officers  and  controlling  persons of the Company
pursuant to the foregoing provisions or otherwise,  the Company has been advised
that, in the opinion of the SEC, such  indemnification  is against public policy
as expressed in the 1933 Act and is, therefore, unenforceable. In the event that
a claim for indemnification  against such liabilities (other than the payment by
the Company of expenses  incurred or paid by a director,  officer or controlling
person  of the  Company  in  the  successful  defense  of any  action,  suit  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection  with  the  Common  Stock  which  is  the  subject  of  this  Reoffer
Prospectus,  the Company  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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.