13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

(Amendment No. 1)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

The Eastern Company

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

276317104

(CUSIP Number)

James A. Mitarotonda

Barington Capital Group, L.P.

888 Seventh Avenue, 17th Floor

New York, NY 10019

(212) 974-5700

Eric W. Kaup

Hilco Inc.

5 Revere Drive, Suite 206

Northbrook, IL 60062

(847) 274-8846

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

February 6, 2015

(Date of Event which Requires Filing

of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: [ ].

(Continued on following pages)

(Page 1 of 3 Pages)

Page 2 of 3 Pages

This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September 30, 2014 (the “Statement”) by and on behalf of Barington Companies Equity Partners, L.P. (“Barington”) and others with respect to the common stock, no par value (the “Common Stock”), of The Eastern Company, a Connecticut corporation (the “Company” or “Eastern”). The principal executive offices of the Company are located at 112 Bridge Street, Naugatuck, Connecticut 06770.

Item 4. Purpose of Transaction.

The information contained in Item 4 of the Statement is hereby amended and supplemented as follows:

On February 6, 2015, James A. Mitarotonda, the Chairman and Chief Executive Officer of Barington Capital Group, L.P., sent a letter to Leonard F. Leganza, the Chairman, President and Chief Executive Officer of the Company. In the letter, Barington states that while we are patient, long-term investors, we have been extremely disappointed by the lack of progress at the Company and believe that it is time for decisive action and change at Eastern. Mr. Mitartotonda informed Mr. Leganza that Barington intends to share with him a detailed summary of Barington recommendations to enhance the Company's long-term financial and share price performance. These recommendations will include, among other things, measures to (i) improve Eastern's strategic focus, (ii) accelerate growth and product innovation in high-potential businesses, both organically and through targeted acquisitions, and (iii) improve Eastern’s corporate governance. Mr. Mitarotonda also informed Mr. Leganza that Barington strongly believes that new, independent directors need to be promptly added to the Eastern Board of Directors, and notes that the Company has not added a new director since 1993 and has an average director tenure of approximately 27 years. The letter states that Barington has identified several individuals with exceptional backgrounds and experience that Barington believes can help meaningfully improve long-term shareholder value, and that Barington will be nominating two of these candidates shortly in order to comply with the advance notice provisions of the Company’s bylaws.

A copy of the letter is attached hereto as Exhibit 99.2 and incorporated herein by reference, and the foregoing description of the letter is qualified in its entirety by reference to such exhibit.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Statement is hereby amended and supplemented as follows:


Exhibit No.	Exhibit Description

99.2	Letter, dated February 6, 2015, from James A. Mitarotonda, the Chairman and Chief Executive Officer of Barington Capital Group, L.P., to Leonard F. Leganza, the Chairman, President and Chief Executive Officer of The Eastern Company.

Page 3 of 3 Pages

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated: February 6, 2015

BARINGTON COMPANIES EQUITY PARTNERS, L.P.

By:

Barington Companies Investors, LLC, its general partner

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON COMPANIES INVESTORS, LLC

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON CAPITAL GROUP, L.P.

By: LNA Capital Corp., its general partner

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: President and CEO

LNA CAPITAL CORP.

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: President and CEO

/s/ James A. Mitarotonda

James A. Mitarotonda

HILCO INC.

By: /s/ Eric W. Kaup

Name: Eric W. Kaup

Title: Secretary

/s/ Jeffery B. Hecktman

Jeffery B. Hecktman

EXHIBIT 99.2

Barington Capital Group, L.P.

888 Seventh Avenue

New York, New York 10019

February 6, 2015

Mr. Leonard F. Leganza

Chairman, President and Chief Executive Officer

The Eastern Company

112 Bridge Street

Naugatuck, Connecticut 06770

Dear Len:

Barington Capital Group, L.P. represents a group of shareholders of The Eastern Company ("Eastern" or the "Company") that owns over 5.2% of the outstanding common stock of the Company. As you know, we have spoken with you on many occasions to discuss the Company, its prospects and some of our recommendations to improve long-term value at Eastern. In the last year alone, we have met with you six times at the Company’s headquarters in Connecticut and have spoken with you on numerous occasions by telephone. We have also met with two representatives of the Eastern Board.

Based on our discussions and our extensive research over the past year, we continue to believe that Eastern is undervalued given the Company's position in several industrial hardware market niches, its global manufacturing footprint, its healthy balance sheet and its culture of judiciously controlling expenses. We also see opportunities to significantly grow Eastern, both organically and through acquisitions.

Unfortunately, Eastern’s record of value creation for shareholders has been extremely disappointing. As illustrated in the table below, the Company’s common stock has significantly underperformed its peers and the market as a whole over the past two, three, five and ten-year periods:


	2 Years (2/7/13-2/4/15)	3 Years (2/6/12-2/4/15)	5 Years (2/5/10-2/4/15)	10 Years (2/7/10-2/4/15)
The Eastern Company	23.15%	5.67%	85.18%	66.50%
Wilshire 5000 Index¹	34.69%	49.85%	114.78%	114.18%
Russell 2000 Index¹	38.27%	56.86%	103.85%	116.60%
S&P 500 Industrial Machinery Index¹	38.57%	57.79%	125.64%	135.96%
Barington Peers²	76.48%	97.88%	173.25%	78.96%
Glass Lewis Peers³	34.57%	49.61%	180.01%	320.22%

The Company’s share price performance is especially troubling when you consider that its performance over the past year likely includes a substantial premium associated with our publicly disclosed investment in Eastern as well as the recent acquisition proposal the Company received from Synalloy Corporation. During the twelve months preceding our September 30, 2014 Schedule 13D filing, Eastern’s share price grew by merely 1.2%. In the four months following our Schedule 13D filing, the Company’s share price has increased by over 16%.

It is our belief that Eastern's poor share price performance reflects a number of significant challenges facing the Company, including a lack of strategic focus, low returns on invested capital, anemic organic growth, poor corporate governance and excessively long-tenured directors. Moreover, it appears to us that the Company has taken little meaningful action to address these challenges despite the recommendations we have shared with you over the past year. Indeed, the recent acquisition of Argo Transdata adds another subscale business to Eastern’s portfolio, which we believe only exacerbates the Company’s lack of strategic focus.

Furthermore, the rapid rejection of the acquisition offer received from Synalloy suggests to us that you may be more focused on maintaining your current employment than on exploring opportunities to maximize value for the shareholders of Eastern. While we do not support Eastern entering into any transaction which undervalues the Company – as appears to us to be the case with the terms proposed by Synalloy – we do not agree with the Board’s decision to dismiss this transaction within 12 days of receiving the offer. It is our belief that, at a minimum, the Company should have conducted due diligence on potential synergies in order to assess whether a transaction with Synalloy could potentially create value for Eastern shareholders. Needless to say, we were greatly dismayed to read a January 17, 2015 Republican American article that states that you regularly field offers from corporations interested in merging with or acquiring Eastern, most of which are never made public, and that you do not like to respond to those that are sent by email instead of by letter.

Notwithstanding the foregoing, we are convinced that there are meaningful opportunities to substantially improve long-term shareholder value at Eastern. We therefore plan to share with you in writing a more detailed summary of the challenges that we believe the Company is facing, as well as our recommendations to enhance the Company's long-term financial and share price performance. These recommendations include, among others, measures to (i) improve Eastern's strategic focus, (ii) accelerate growth and product innovation in high-potential businesses, both organically and through targeted acquisitions, and (iii) improve Eastern’s corporate governance.

While we are patient, long-term investors, we have been extremely disappointed by the lack of progress at the Company. After years of seeing no significant new initiatives being introduced by management that we believe are likely to meaningfully improve long-term shareholder value, we can wait no longer – it is time for decisive action and change at Eastern.

To this end, we strongly believe that new, independent directors need to be promptly added to the Eastern Board. As you may know, the Board has not added a new director since 1993 and has an average director tenure of approximately 27 years. We have identified several individuals with exceptional backgrounds and experience that we believe can help you meaningfully improve long-term shareholder value. In order to comply with the advance notice provisions of the Company’s bylaws, we will be nominating two of these candidates shortly.

Barington has substantial experience investing in industrial companies, with prior investments in Ameron International, Stewart & Stevenson, Griffon Corporation, Gerber Scientific, Met-Pro, Spartech and A. Schulman, among others. We also have a 15-year track record of partnering with publicly traded companies to assist them in designing and implementing plans to improve operations, profitability, strategic focus and corporate governance. We hope to work with you to do the same at Eastern for the benefit of all of the shareholders of the Company.

Sincerely,

/s/ James A. Mitarotonda

James A. Mitarotonda


1	Source: S&P Capital IQ. Index returns are calculated assuming the reinvestment of dividends, other than the S&P 500 Industrial Machinery Index.
2	Based on our analysis, we believe the following companies are representative peer companies of Eastern: CompX International Inc. (CIX); Dynamic Materials Corporation (BOOM); Hurco Companies Inc. (HURC); Motorcar Parts of America, Inc. (MPAA); Shiloh Industries, Inc. (SHLO); Supreme Industries, Inc. (STS); and STRATTEC Security Corporation (STRT).
3	Glass Lewis utilizes the following peer companies for comparison purposes in its 2014 proxy report: Chase Corporation (CCF); UFP Technologies, Inc. (UFPT); and CompX International Inc. (CIX).