SecProbe.io

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Mail Stop 6010							November 7, 2005

Bruce Eckert
Chief Executive Officer
Eastern Insurance Holdings, Inc.
25 Race Avenue
Lancaster, Pennsylvania 17603

Re: Eastern Insurance Holdings, Inc.
Registration Statement on Form S-1 filed October 11, 2005
File No. 333-128913

Dear Mr. Eckert:

		We have reviewed your filing and have the following
comments.  Where indicated, we think you should revise your
documents
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

		Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. Please complete as many of the blanks in your filing as
possible
prior to filing the next amendment.
2. Supplementally, please explain to us why a holder`s voting in
favor of the conversion is not an investment decision.  Also, tell
us
when the shareholder meeting is to take place (i.e. - before or
after
which of the offerings).

3. Please explain to us the timing of the proxy solicitation to
policyholders.  In that regard it appears that for purposes of
Section 5 you should at least have a Section 10 prospectus on file
before you commence the solicitation.
4. Please file as promptly as possible all exhibits required by
the
Exhibit Table provided in Item 601(a) of Regulation S-K.  We note,
for example, that you have not filed the opinion or consent of
your
legal counsel.  Also, we may have substantial comments upon
reviewing
your subscription agreement.
5. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples and not exhaustive lists.
If
our comments are applicable to portions of the filing that we have
not cited as examples, make the appropriate changes in accordance
with our comments.
6. In your response letter, please state our comment and then
explain
each change that has been made in response to a comment.  In
addition, you should also reference each page number in which
disclosure has been revised in response to a comment so that we
can
easily place your revised disclosure in its proper context.
7. Supplementally or in the next amendment, please provide all
exhibits and sales related documents you intend to use in the
offering, for our examination.  Please file the subscription
agreement.  We may have further comments.
8. Please forward to us copies of your plan of conversion and any
comment and response letters you have submitted or received from
the
Pennsylvania Insurance Department or other regulators in
connection
with the conversion and the merger.
9. Supplementally, please furnish us with the "board books" or
other
valuation materials furnished to you by each of Feldman and Keefe
Bruyette.  We may have further comments upon reviewing this
material.
10. Supplementally, with a view to disclosure, tell us if you plan
to
register under the Securities Act the sale of the 3,300,711 shares
to
be issued to EHC shareholders or try to rely upon an exemption
from
registration regarding the issuance.
11. Does Keefe Bruyette plan to use any supplemental or additional
material or disclosure in connection with the community offering?
If
it does, you should file such material.
12. Please provide all of the disclosure required by Item 201 of
Regulation S-K, including but not limited to information
concerning
shares eligible for future sale in accordance with Item 201(a)(2).

Prospectus Cover Page
13. If applicable, you should refer to the account in which funds
will be placed as an escrow account rather than as an "account."
Please name the escrow agent and file the escrow agreement as an
exhibit.  Also, throughout the prospectus and the other offering-
related documents, you should instruct subscribers to send funds
directly to the escrow agent if checks are going to be made
payable
to the company.
14. Clarify on the cover page that EHC is an insurance company
that
is not affiliated with Educators or Eastern and will not be unless
the transactions are completed.
15. Where you discuss the 100,000 share purchase limitation, you
should add disclosure which briefly mentions the 150,000 share
associate limitation.

Prospectus Summary
Educators Mutual Life Insurance Company, p. 2
16. Please update the financial information contained in this
section
to include September 30, 2005 results and otherwise update your
financial statements in accordance with Article 3-12 of Regulation
S-
X.
17. Please include a brief summary that explains the fact that
management has interests that are distinct from the interests of
unaffiliated holders in the set of transactions that will follow
from
this offering.  Also describe what those interests are and from
where
they come, and state that executive officers, directors, and
affiliates will have significant ownership interest after the
transactions and that a portion of their ownership will come from
shares that will be issued at less than the $10 per share purchase
price.
18. At the end of the first paragraph of this subsection and on
page
78 in the Business section, you reference the "active producer
management process, which we believe fosters strong producer
relationships and competitive advantages."  Statements of opinion
are
not appropriate for the Prospectus Summary and you should limit
your
discussion to your plans without referencing competitive
advantages,
strong relationships or similar terms unless you can provide
substantiation for these claims.  Please revise the summary
accordingly.

Our Strategy, p.2
19. We note your discussion of risk factors in the last paragraph
under "Our Strategy."  Please revise your discussion of your
strategies here and in the Business section to discuss the risks
and
challenges you will face in implementing your strategies.  Also,
please revise the summary to include a new, separate subsection
that
describes the risks the company is facing and highlights the most
material risks.  This section should receive the same prominence
as
the "Our Strategy" subsection.
20. You state that you will continue to align the interests of
Eastern Holdings and its producers by encouraging producers to own
Eastern Holdings stock.  How have you done this in the past and
how
do you plan to do this going forward?
21. You state that you believe you are able to provide a level of
service that will allow you to maintain a competitive advantage.
What is the basis for your apparent conclusion that you have a
competitive advantage?
22. You state that the transactions will allow you to improve an
AM
Best rating of B++.  Please disclose that AM Best has 16 ratings
and
that B++ is the fifth highest rating out of 16.  You should also
state that AM Best may not undertake or complete soon the process
that could result in your rating being improved and that you may
not
obtain the improved rating.
23. In your last bullet, "Growth through new product introductions
and acquisitions," you state that acquisition of other insurance
companies or shell companies is an important component of your
strategy.  Please disclose whether or not you have any specific
acquisition opportunities that are currently in the letter of
intent,
or similar or later phase, or which are contingent upon the
closing
of the conversion.  We may have further comments.

Conversion of Educators from Mutual to Stock Form, p. 4
24. Please explain briefly what a mutual form is, what a stock
form
is and the primary differences between the two.
25. We note the subscriber order of priority in this subsection.
Please provide the dates of the offerings for each category listed
in
the order.
26. Here and throughout the filing, where appropriate, please
disclose what filings you will make with us and how you will
notify
subscribers if the offering is extended.
27. Please explain who IBSI is the first time you mention them.
28. Please expand the disclosure here to state that you will
complete
the conversion even if the merger is not completed.

The Merger, p. 5
29. For each vote described as an approval of EHC shareholders,
please disclose the percentage of shares that must approve the
transaction in order to satisfy the condition precedent.
30. For each required approval of EHC shareholders that only
requires
a majority vote for approval, please disclose that the directors
of
EHC have enough voting power to provide these approvals and
quantify
their aggregate voting power.

How We Determined the Price..., page 7
31. You state that Feldman`s appraisal does not indicate market
value.  State here and throughout the filing whether or not you
have
obtained any indication as to what market value is.  We note that
you
are issuing over 3,000,000 shares to EHC shareholders in the
merger.
Did Keefe Bruyette value those shares as part of determining
whether
they represented fair consideration in the merger?  If it did,
what
was the market value assigned to them?  Did that value exceed the
$10
per share offering price?

How you can pay..., page 9
32. State to whom checks or money orders should be made payable.

Benefits of the offering to Management, p. 10
33. With regard to management, you should introduce the section
with
a discussion of the percentage ownership multiplied by aggregate
book
value held by each manager before and after the transactions.
Also
disclose any other management interests that are divergent from
the
interests of non-management stockholders.  As one example only, we
note that management may participate in the ESOP while non-
employee
stockholders will not have this benefit.  We may have further
comments on your revisions.

Risk Factors, p.11
34. In the introductory paragraph, you should state that if any of
the risks described in the Risk Factors section in fact come to
fruition, the price of the Holding Company`s common stock could
decrease materially and that a shareholder`s investment would
consequently decline in value.
35. In the introductory paragraph, please delete the second and
third
sentences.  All material risks should be disclosed in the risk
factors section.
36. Please make sure that your risk factors are as fact-specific
as
possible.  For example, on page 11 in the risk factor "Our results
may be adversely affected if our actual losses...," you refer as a
factor that could affect coverage "legislative enactments,
judicial
decisions and legal developments..."  If there are specific facts
that suggest that legal decisions, enactments or developments will
impact your ability to cover losses, you should disclose those
facts
with specificity rather than referring to these problems
generically.

Please review all of your risk factors to make sure that they are
as
fact-specific as possible.  Please also advise us as to each
change
made in response to this comment.

If we cannot improve results and premium volume..., p. 14
37. Please disclose the amount of losses, if any, that you have
incurred in the group benefits business.

All of the specialty reinsurance business of Eastern Re..., p. 14
38. We note your discussion of Mr. Bitner`s role with the AmPro
and
the company.  If it is your intention to explain any risk
associated
with Mr. Bitner`s role in both companies, please revise your
disclosure to explain this risk more clearly.

Our ability to manage our exposure to underwriting risks..., p. 15
39. You indicate that the cost and availability of reinsurance is
subject to current market conditions.  If reinsurance is difficult
to
obtain or cost-prohibitive at this time, you should disclose this
fact specifically rather than referring to market conditions
generally.

A reduction in our AM Best rating..., p. 16
40. Please disclose any facts or circumstances that suggest your
rating could decrease in the immediate future.

Our investment performance may suffer..., p. 16
41. Please delete the phrase "or other factors" from the heading,
as
it should reflect all factors described in the risk factor.

The outcome of recent industry investigations..., page 17

42. We noted from your risk factor that you encourage your
producers
to purchase your stock.  Please explain to us what this entails.
In
your response please tell us whether you give stock as
compensation
for services provided by the producer and whether the producers
can
purchase the stock at a discount to the market value.

If we fail to comply with insurance industry regulations..., p 18
43. We note your reference to regulation of acquisitions and
dispositions.  Please disclose whether this transaction will
require
approvals under Pennsylvania law.  If so, please consider
including a
separate risk factor relating to the required approvals.

We Could Be Adversely Affected By the Loss Of Our Existing
Management..., p 21
44. If you have reason to believe that any key employee will be
leaving the company, please disclose this fact in this risk
factor.

Dividends, page 40
45. Please provide similar disclosure regarding statutory dividend
limitation amounts for 2003 and 2004.

Market for Eastern Holdings Common Stock, page 41
46. You state that investors should not view your common stock as
a
short-term investment.  What does this mean?  Do you expect the
market price of your common stock to decrease and remain below the
$10 offering price after the transaction is complete?  Are there
restrictions on resales that investors should know about?  Please
provide disclosure responsive to each of these questions or delete
this disclosure.

Capitalization, page 42
47. Please correct the capitalization table to reflect changes in
the
authorized, issued and outstanding share information.  For
instance,
it appears the preferred stock which you list as issued and
outstanding will not be issued and outstanding on the pro forma
basis
you present.  Please correct the table throughout.

Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2005, page 45

48. It appears that the EHC historical information for the
retained
earnings and accumulated other income, net of deferred taxes does
not
agree to Eastern Holding Company`s Consolidated Statements of
Changes
in Shareholders` Equity for the six months ended June 30, 2005.
Please revise the filing or tell us why there is a difference.

Unaudited Pro Forma Condensed Consolidated Income Statement for
the
Year Ended December 31, 2004
Notes to Unaudited Pro Forma Condensed Consolidated Statements of
Income, page 51

49. We refer to the intangible assets disclosed in adjustment 6.
Please disclose the nature of each intangible asset.  In addition
please explain to us how an intangible asset was created for the
multi-year assumed reinsurance contract.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations of Educators
Critical Accounting Policies and Estimates
Unpaid Claims and Claim Adjustment Expenses & Claims Payable, page
59

50. We believe your disclosure in Management`s Discussion and
Analysis regarding the reserve for loss and loss adjustment
expenses
should explain the judgments and uncertainties surrounding this
estimate and the potential impact on your financial statements.
We
believe that disclosures explaining the likelihood that materially
different amounts would be reported under different conditions or
using different assumptions is consistent with the objective of
Management`s Discussion and A