SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                        Date of Report: February 9, 2005
                        --------------------------------
                        (Date of earliest event reported)


                              The Eastern Company 
                              ------------------- 
             (Exact name of Registrant as specified in its charter)


Connecticut                        0-599                  06-0330020
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 (State of               (Commission File Number)        (IRS Employer
incorporation)                                         Identification No.)


112 Bridge Street, Naugatuck, Connecticut                  06770
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 (Address of principal executive offices)               (Zip Code)


                                 (203) 729-2255
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              (Registrant's telephone number, including area code)


                                      --
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         (Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2)

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 4d-2(b) under the Exchange
     Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 3e-4( c) under the 
     Exchange Act (17 CFR 240.13e-4( c))






Section 1 - Registrant's Business and Operations


         ITEM 1.01 - Entry into a Material Definitive Agreement

                  On February 9, 2005, The Compensation Committee (the
                  "Committee") of the Board of Directors of The Eastern Company
                  (the "Company") approved the 2005 Executive Incentive Program
                  under the Company's Executive Incentive Plan (the "Plan") for
                  the Named Executive Officers, Leonard F. Leganza, President
                  and Chief Executive Officer and John L. Sullivan III, Vice
                  President, Secretary and Treasurer.

                  The 2005 Executive Incentive Plan is based on both Division
                  Earnings (75%) and Working Capital (25%) achievements. Under
                  the Plan Mr. Leganza and Mr. Sullivan can earn their
                  incentive, with unlimited potential, based on achieving those
                  targets.







                                   SIGNATURES


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


                                       The Eastern Company


Date:  February 25, 2005               By:  /s/John L. Sullivan III
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                                       John L. Sullivan III
                                       Vice President, Secretary & Treasurer