FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


[ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended             March 31, 1996
                              ---------------------------

                                       OR

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to
                              -------------------   ------------------------

Commission File Number 1-2297


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


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


                 9 RIVERSIDE ROAD, WESTON, MASSACHUSETTS 02193
    ------------------------------------------------------------------------ 
                    (Address of principal executive offices)
                                   (Zip Code)


                                  617-647-2300
    ------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

    ------------------------------------------------------------------------
              Former name, former address and former fiscal year,
                         if changed since last report.



   Indicate  by check mark  whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes X    No
   ----

The number of shares of Common Stock  outstanding  of Eastern  Enterprises as of
April 29, 1996 was 20,255,619.
   
The purpose of this Form 10-Q/A filing is to amend Part II, Item 4 information
to reflect correct tabulation of security holder votes.
    


      

                                                                Form 10-Q

                          PART II. OTHER INFORMATION



Item 4.  Submission of Matters to a Vote of Security Holders

         The Annual Meeting of  Shareholders of the registrant was held on April
         25,  1996,  at which  the  shareholders  voted to elect  the  following
         Trustees  for terms of office  expiring at the 1999  Annual  Meeting of
         Shareholders:


                  Thomas W. Jones, with 16,938,392 shares voting for
                  and 80,208 shares withholding authority;

                  Rina K. Spence, with 16,938,272 shares voting for
                  and 80,208 shares withholding authority;


         The  shareholders  also voted at such  meeting to approve  the  Eastern
         Enterprises  1996  Non-Employee   Trustees'  Stock  Option  Plan,  with
         15,495,982  shares voting for such  approval,  1,249,416  shares voting
         against, 273,141 shares abstaining and 1 share not voting.





                                                                Form 10-Q

                                           SIGNATURES


         It is Eastern's  opinion that the  financial  information  contained in
this report  reflects all  adjustments  necessary to present a fair statement of
results  for the  period  reported.  All of  these  adjustments  are of a normal
recurring  nature.  Results  for the period are not  necessarily  indicative  of
results to be expected  for the year,  due to the  seasonal  nature of Eastern's
operations.  All  accounting  policies have been applied in a manner  consistent
with  prior  periods.   Such  financial   information  is  subject  to  year-end
adjustments and annual audit by independent public accountants.

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
Eastern  has  duly  caused  this  amended report  to be  signed  on  its
behalf  by the undersigned thereunto duly authorized.







                                          EASTERN ENTERPRISES



                                          By       JAMES J. HARPER
                                            -----------------------------
                                                   James J. Harper
                                            Vice President and Controller
                                              (Chief Accounting Officer)




May 13, 1996.