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[Letterhead of Bracewell & Giuliani LLP]

December 29, 2005

By EDGAR and by Facsimile (202) 772-9220

Securities
and Exchange Commission

100 F Street

Washington, DC 20549

Attention:Ms. Mellissa
Duru

Division of Corporation Finance

Re:Eastern
American Natural Gas Trust—Schedule 14D-9 filed December 1, 2005

Dear
Ms. Duru:

        Thank
you for your letter dated December 15, 2005 regarding the above-referenced filing. We appreciate the Staff's review. The following responses are numbered to correspond to
the Staff's comments. We are also transmitting a marked copy of our proposed amendment to the Schedule 14D-9 showing the changes we propose to make in response to your comments.

        1.     The
opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc. ("Houlihan") is attached to the Schedule 14D-9 as Annex A. The
second paragraph on page A-3 of the opinion sets forth a general description of the review performed by Houlihan. We believe that the most important aspect of the Houlihan opinion to the
Trust Unitholders is the opinion itself, including its conclusion, which opinion is provided in its entirety for the Unitholders' review. Such disclosure is consistent with the requirements of
Schedule 14D-9, including without limitation Item 4 thereof, and consistent with our review of precedent, including without limitation the following:
(i) Schedule 14D-9 filed by Digital Impact, Inc. on March 7, 2005; (ii) Schedule 14D-9 filed by Gold Fields Limited on
November 3, 2004; (iii) Schedule 14D-9 filed by Microcell Communications Inc. on May 20, 2004; (iv) Schedule 14D-9 filed by
Westin Hotels Limited Partnership on November 18, 2003; (v) Schedule 14D-9 filed by Ribapharm Inc. on June 23, 2003;
(vi) Schedule 14D-9 filed by eXegenics Inc. on June 12, 2003; (vii) Schedule 14D-9 filed by Hallwood Realty Partners, L.P. on
May 15, 2003; (viii) Schedule 14D-9 filed by Wegener Corporation on May 6, 2003; (ix) Schedule 14D-9 filed by Dexter Corporation on
June 30, 2000; (x) Schedule 14D-9 filed by Quality Dining, Inc. on May 22, 2000; and (xi) Schedule 14D-9 filed by Brunswick
Technologies, Inc. on May 3, 2000.

        2.     In
response to your comment, we have included the reasons set forth in the letter from Eastern American Energy Corporation ("Eastern American"), a copy of which is
attached to the Schedule 14D-9 as Annex B. In further response to your comment, we have revised the disclosure to explain why we believe that Eastern American's opinion as to the
advisability of accepting or rejecting the offer is relevant. The opinion of Eastern American was relevant to the Trust for the same reasons that we think it is relevant to the unitholders.

        3.     In
response to your comment, we have revised the disclosure to explain how the information in the reserve report is indicative of the value held by the Trust. In further
response to your comment, we have revised the disclosure to clarify for the unitholders that Eastern American Energy Corporation would remain the operator of the underlying properties regardless of
the outcome of the Ensource exchange offer, and that the value of the reported reserves would not be affected by the Ensource exchange offer, but that the ownership of the net profits interests in
those properties does depend on the outcome of the Ensource exchange offer.

        4.     In
response to your comment, we have revised the disclosure to clarify that the reserve report includes information relating to reserves associated with the Royalty NPI
that extends beyond the life of the Trust and to indicate how this fact should affect unitholders' evaluation, and to indicate the

percentage
of the discounted estimated future net revenues reported that are represented by the Term NPI and to clarify that no reserves attributable to the Term NPI are included in the reserve
estimates.

        5.     In
response to your comment, we have revised the disclosure to explain the basis for the Trustee's belief.

        6.     In
response to your comment, we have revised the disclosure to explain that Ensource's plan to utilize a second-step merger is the reason we believe it is
appropriate to state that the Ensource Offer "could result in forcing Trust Unitholders to invest in the business proposed to be conducted by Ensource..."

        7.     In
response to your comment, we have revised the disclosure to explain that the reason unitholders would not receive the proceeds of the sale is that the Ensource
partnership, rather than the unitholders, would be entitled to those proceeds.

        8.     In
response to your comment, we have revised the disclosure to include information about the expenses the Trust has incurred during 2005 as a direct result of the
Ensource offer. We have also revised the disclosure to explain that we do not consider comparisons of the Trust's expenses in 2005 with those estimated by Ensource to be meaningful because the Trust's
expenses in 2005 have been substantially increased by the Ensource offer.

        9.     In
response to your comment, we have revised the disclosure to expand upon the reasons that the Trustee does not believe that the conflicts of interest would be in the
best interests of the unitholders. In further response to your comment, we have revised the disclosure to indicate how the concerns we raised regarding conflicts of interest would differ from the
concerns we raised in Item 4(b)(14).

        10.   In
response to your comment, we have deleted section 4(b)(15), and have revised the disclosure in Item 4(b)(17) [formerly (18)] to discuss
each of the quoted risk factors and to compare the quoted risks with the Trust's current status.

        11.   In
response to your comment, we have revised the disclosure to explain that the Trustee has not made a determination as to whether it would consent to the second step
merger because there has been no need to make that determination. We have further revised the disclosure to explain that at present the Trustee does not expect that it would consent to the second step
merger if requested to do so.

        12.   In
response to your comment, we will not refer to the safe harbor provisions in any future press release or other communications relating to the exchange offer.

At
your request, Eastern American Natural Gas Trust acknowledges that:

        Eastern
American Natural Gas Trust is responsible for the adequacy and accuracy of the disclosure in the 14D-9;

        Staff
comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

        Eastern
American Natural Gas Trust may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

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        If
members of the Staff have any further comments or questions or require any additional information, please contact me at the above address or by telephone at
512-542-2122. My firm acts as counsel to the Trustee in this matter, and again, we appreciate the Staff's review.

Very truly yours,

Bracewell & Giuliani LLP

/s/ Thomas W. Adkins Thomas W. Adkins

Copies:Mr. Mike
Ulrich

Vice President

JPMorgan Chase Bank, N.A.

Institutional Trust Services

Mr. Rich
Lacher

Houlihan Lokey Howard & Zukin Financial Advisors, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549

SCHEDULE 14D-9

Solicitation/Recommendation Statement under Section 14(d)(4)

of the Securities Exchange Act of 1934

(Amendment No. 1)

Eastern American Natural Gas Trust

(Name of Subject Company)

Eastern
American Natural Gas Trust

(Names of Persons Filing Statement)

Units
of Beneficial Interest

(Title of Class of Securities)

276217106

(CUSIP Number of Class of Securities)

JPMorgan
Chase Bank, N.A., Trustee

Institutional Trust Services

700 Lavaca

Austin, Texas 78701

Attention Mike Ulrich

(800) 852-1422

(Name, address, and telephone numbers of person authorized to receive

notices and communications on behalf of the persons filing statement)

oCheck
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

   Item 1.    Subject Company Information.

        (a)   The
name of the subject company is Eastern American Natural Gas Trust (the "Trust"). The address of the principal executive offices of the Trust is JPMorgan Chase
Bank, N.A., Trustee (the "Trustee"), Institutional Trust Services, 700 Lavaca, Austin, Texas 78701, and the telephone number is (800) 852-1422.

        (b)   The
title of the subject class of equity securities is Units of Beneficial Interest ("Units"), of which 5,900,000 Units were outstanding at September 30, 2005. At
September 30, 2005, holders of 19,900 units had withdrawn their interest in the related Treasury Bonds (as defined below).

Item 2.    Identity and Background of Filing Person.

        (a)   The
name, business address and business telephone number of each filing person are Eastern American Natural Gas Trust, c/o JPMorgan Chase Bank, N.A., Trustee,
Institutional Trust Services, 700 Lavaca, Austin, Texas 78701, (800) 852-1422. The filing person is the subject company. The Trustee administers the Trust.

        (d)   The
exchange offer (the "Ensource Offer") is being made by Ensource Energy Income Fund L.P. ("Ensource"), the address of which is 7500 San Felipe, Suite
No. 440, Houston, Texas 77063. The class of securities to which the offer relates is Units of Beneficial Interest of Eastern American Natural Gas Trust.

Item 3.    Past Contacts, Transactions, Negotiations and Agreements.

        To the knowledge of the Trust, there are no agreements, arrangements or understandings and there are no actual or potential conflicts of interest between the
Trust or its affiliates and (1) the Trust, its executive officers, directors or affiliates, or (2) Ensource, its executive officers, directors or affiliates, except that the Trust has
been advised that Scott W. Smith, one of the members of Ensource and one of its managers and senior executive officers and one of the members of the board of directors of the General Partner,
owns a total of 50 Trust depositary units. The Trust has no executive officers, directors or persons performing similar functions.

Item 4.    The Solicitation or Recommendation.

        (a)   Recommendation.    The
Trust is advising Trust Unitholders to reject the Ensource Offer.

        (b)   Reasons.    Following
are the reasons for the Trust's recommendation. Page references are to the Prospectus of Ensource Energy Income Fund LP dated
November 21, 2005 (the "Ensource Prospectus"). Unless the context requires otherwise, capitalized terms used but not defined herein have the meanings given them in the Ensource Prospectus.

1.Opinion of Independent Financial Advisor.    In connection with the Ensource Offer, the Trust engaged Houlihan
Lokey Howard & Zukin Financial Advisors, Inc. (the "Financial Advisor"), to assist the Trust with an independent
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analysis
of the fairness, from a financial point of view, of the Ensource Offer to the Trust Unitholders. On November 29, 2005, the Financial Advisor delivered its written opinion dated
November 29, 2005 (the "Opinion") that, as of the date of the Opinion and based upon and subject to the considerations, factors and limitations set forth therein, the terms of the Ensource
Offer, taken as a whole, are not fair, from a financial point of view, to the Trust Unitholders. The full text of the Opinion, setting forth the scope of the review undertaken by the Financial Advisor
in arriving at the Opinion, is attached hereto as Annex A and is incorporated herein by reference. Trust Unitholders are urged to, and should, read the Opinion carefully and in its entirety.
The Opinion was addressed to the Trustee and was provided to the Trustee for its information and assistance in connection with its review of the Ensource Offer. The Opinion addresses only the fairness
from a financial point of view of the consideration offered to the Trust Unitholders in the Ensource Offer, and does not constitute a recommendation to any Trust Unitholder as to whether to tender or
not tender Trust Units in the Ensource Offer.

2.Opinion of Eastern American Energy Corporation.    In connection with the Ensource Offer, Eastern American
Energy Corporation, which created the Trust in 1993, and which remains the working interest owner of the properties in which the Trust holds net profits interests ("Eastern American"), reviewed the
Ensource Offer. Eastern American has advised the Trustee that, in its opinion, it would be in the best interests of the Trust Unitholders to reject the Ensource Offer. Eastern American has delivered a
letter to the Trustee dated July 29, 2005 describing the reasons Eastern American believes it would be in the best interests of the Trust Unitholders to reject the Ensource Offer. A copy of the
letter from Eastern American to the Trustee is attached as Annex B. Eastern American has subsequently advised the Trustee that it has reviewed the changes to the Ensource Offer made by Ensource
subsequent to July 29, 2005, as described in the Ensource Prospectus, and that Eastern American's opinion that it would be in the best interests of the Trust Unitholders to reject the Ensource
Offer has not changed.

        The
Trustee considers Eastern American's opinion regarding the advisability of the Ensource Offer to be relevant because Eastern American, as the sponsor of the Trust, created the Trust,
has remained intimately familiar with the Trust since its inception, and continues to operate a substantial majority of the wells subject to the net profits interest, and is therefore familiar with
the assets and terms of the Trust. In addition, the Trustee has received inquiries from unitholders asking for Eastern American's opinion regarding the Ensource Offer, and the Trustee believes that
unitholders are entitled to the benefit of that opinion.

        Following are the reasons set forth in Eastern American's letter to the Trustee dated July 29, 2005 (a copy of which is attached as Annex B) describing

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the reasons for Eastern American's opinion that it would be in the best interests of the Trust Unitholders to reject the Ensource Offer. As noted above, Eastern American has subsequently advised the
Trustee that it has reviewed the changes to the Ensource Offer made by Ensource subsequent to July 29, 2005, as described in the Ensource Prospectus, and while Eastern American has not modified
the specific comments made in its letter to reflect the subsequent modifications to the Ensource Prospectus, Eastern American's opinion that it would be in the best interests of the Trust Unitholders
to reject the Ensource Offer has not changed.

•The
Unitholders currently have a ready market in which to buy and sell units. There is no assurance that any market will develop with Ensource.

•Under
the Trust in 2013 the Unitholders will receive Twenty Dollars ($20.00) per unit from the matured zero coupon bond plus the residual value of the Trust properties to be
sold by the Trustee. However, Ensource intends to sell the zero coupon bonds to fund further operations. Ensource is not guaranteeing any value to Unitholders in the future.

•Ensource
states that it will pay a cash distribution of $.50 per common unit for the third quarter ending September 30, 2005, and intends to pay a cash distribution
of $.50 per common unit each quarter thereafter until the fourth quarter

ending
December 31, 2006 but is not obligated to do so, however, during the subordination period the minimum quarterly distributions of $.50 are cumulative. This is less than the $.55915 per
unit average of the last two quarterly distributions paid by the Trust to existing Un