SCHEDULE 14A INFORMATION



           Proxy Statement Pursuant to Section 14(a) of the Securities

                              Exchange Act of 1934


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|_| Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

                               THE EASTERN COMPANY
                (Name of Registrant as Specified in Its Charter)

                             MMI INVESTMENTS, L.L.C.
                   (Name of Person(s) Filing Proxy Statement)

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                        ATTENTION EASTERN SHAREHOLDERS!
                            IT'S TIME FOR A CHANGE!

1)   THE RESULTS OF STEDMAN SWEET'S "STRATEGIC PLAN"

                            Sweet Becomes     Nine (9)
                                CEO          Years Later
                               1988             1996            Change

         Sales             $74 million       $58 million       $16 million

         Net Income        $2.6 million     $0.9 million      $1.7 million

         Employees                 714               494               220

         Return on Equity           12%               3%                9%

         Sweet's
           Compensation    $189,801         $273,176           $83,375


                         ENOUGH OF HIS PLAN - ELECT MMI
              WE FAVOR A SEARCH WITHIN THE COMPANY FOR A NEW CEO!

2)   INDEPENDENT VIEW - ISS (Institutional Shareholder Services), an independent
     research institute advising major financial institutions, just released its
     report which states, in part:

     -    "ISS believes that adequate time has passed for Eastern's strategic
          plan to yield demonstrated improvement in shareholder value - and it
          has failed to do so."

     -    "We therefore conclude that a board shakeup is needed."

     -    MMI's nominees "have relevant expertise to contribute to the company
          in M&A, manufacturing, and business and will serve to put pressure on
          the board to act on shareholders' behalf."

     -    "Eastern's management defends the company's uninspired performance by
          its claim of running a conservative operation, yet conservative has
          come to mean maintaining the status quo of poor performance."

  ISS RECOMMENDS THAT ITS CLIENTS - LARGE EXPERIENCED FINANCIAL INSTITUTIONS -
                           VOTE FOR MMI'S DIRECTORS!

                             ENOUGH OF THE RHETORIC
                             LET'S GET TO THE FACTS
                        YOU CAN STILL VOTE FOR A CHANGE
                           VOTE YOUR BLUE PROXY TODAY

                                     IMPORTANT

If your shares are registered in the name of a broker, only your broker can vote
your shares after receiving your specific  instructions.  Please return the Blue
proxy voting card voting as recommended by MMI Investments,  L.L.C., directly to
your broker. If you have specific questions or need assistance in voting, please
call:

                             D.F. King & Co., Inc.
                                77 water Street
                               New York, NY 10005
                            800/859-8511 (toll free)