Rule 424(b)
                                                      Registration No. 333-45315
                                                            (Reoffer Prospectus)




                      SUPPLEMENT TO THE REOFFER PROSPECTUS
                             OF THE EASTERN COMPANY
                             DATED JANUARY 30, 1998


         This  document  constitutes  part  of  a  reoffer  prospectus  covering
securities  that  have been  registered  under the  Securities  Act of 1933,  as
amended (the "Act").

         The date of this Supplement is May 28, 1999.



General

         The Eastern  Company (the  "Company")  currently  maintains The Eastern
Company  1997  Directors  Stock  Option  Plan (the  "1997  Plan").  The  reoffer
prospectus dated January 30, 1998 (the "Reoffer  Prospectus")  relates to shares
of common  stock of the  Company  that have been  issued  (or may be  issued) to
certain Selling  Shareholders  (as defined in the Reoffer  Prospectus)  upon the
exercise of options  granted under the 1997 Plan and which may hereafter be sold
by the Selling Shareholders.

         The purpose of this Supplement is to update the  information  contained
in the  Reoffer  Prospectus  in order to reflect  changes  which  have  occurred
subsequent to the date thereof.

Selling Shareholders

         The  following  table sets forth  information  as of May 28,  1999 with
respect to those Selling Shareholders who have acquired or may acquire shares of
the Company's common stock under the 1997 Plan:


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                                                               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                    5/28/99(1)(2)              5/28/99(2)                Prospectus(2)
- ----------------                    -------------              ----------                -------------
                                                                                

Leonard F. Leganza                     19,258.5                  112,500                   127,258.5
62 Tunxis Village
Farmington, CT  06032
(President, Chief
Executive Officer
and Director)

Donald E. Whitmore, Jr.                41,391                     21,750                    64,881
99 Deerbrooke Circle
Southington, CT  06489
(Executive Vice President,
Chief Financial Officer
and Director)

John W. Everets                        19,615.5                   37,500                    57,115.5
72 Chestnut Street
Boston, MA  02108
(Director)

Charles W. Henry                       21,658.5                   37,500                    57,658.5
Ash Swamp Road
Woodbury, CT  06798
(Director)

David C. Robinson                      28,440                     45,375                    57,615
211 North Shore Road
New Preston, CT  06777-1123
(Director)

Donald S. Tuttle, III                  24,457.5                   37,500                    56,929.5
775 South Street
Middlebury, CT 06762
(Director)

Russell G. McMillen                   165,664.5                   37,500                   178,414.5
96 Crest Road
Middlebury, CT 06762
(Emeritus 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).

(2)      As adjusted  for the  two-for-one  stock split  effective as of May 20,
         1988, the  three-for-two  stock  dividend  effective as of February 13,
         1991, and the three-for-two stock split effective as of May 28, 1999.



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