EATON VANCE GROWTH TRUST
N-30D, 1995-04-12
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TO SHAREHOLDERS

EV  Traditional  Growth  Fund  had a total  return  of 1.1  percent  during  the
six-months  ended February 28, 1995. That return reflects a decline in net asset
value per share to $7.28 from $7.96 on August 31, 1994, and the  reinvestment of
$0.03 per share in dividends and $0.69 per share in capital gain  distributions,
and does not include the effect of the Fund's 4.75  percent  sales  charge.  For
comparison,  the S&P 500 Stock Index an unmanaged  index of common  stocks had a
total return of 4.0 percent for the same period.

AMID A ROBUST ECONOMY IN 1994, GROWTH STOCKS LAGGED THE MARKET...

Investors  in growth  stocks have faced an  increasingly  challenging  period in
recent years as the limelight  shifted to cyclical stocks.  Since the end of the
recession  in  1991,  cyclical  stocks  have  been  the  clear  market  leaders.
Benefiting from cost-cutting, a leaner industrial sector, and a stronger overall
economy,  cyclicals saw earnings  surge higher from their  recession  levels and
captured the  attention of investors.  Meanwhile,  many growth  stocks,  despite
their record of consistent earnings growth, generally lagged the overall market.

A look at history  provides  some  valuable  insight.  According  to  Standard &
Poor's,  over the past two decades,  growth stock valuations have typically sold
at a 25-to-60  percent  premium  over  value  stocks.  In the  period  since the
recession,  however,  growth  stock  valuations  have  remained at only a modest
premium to the overall  market.  Having  languished  during the robust  economic
recovery,  many growth stocks are selling at very modest valuations  relative to
their historical levels.

WITH A SLOWING ECONOMY,  GROWTH STOCKS MAY RETURN TO FAVOR... 

We expect that corporate  earnings should  continue to post positive  results in
1995.  However,  it's likely that the industrial sectors profit growth will slow
somewhat,  leaving growth stocks as a sound alternative for investors. The sharp
rise in interest  rates has taken the edge off inflation as the Federal  Reserve
intended.  However, by some measures,  it has also slowed the economy,  and that
could result in a more favorable  environment for growth stocks. If the economy,
as expected by many economists, slows to a 2-to-3 percent growth rate later this
year,  investors  may very well shift their focus back to the growth  sector for
superior earnings growth.

Naturally,  past  performance  is no  guarantee  of future  trends.  But history
suggests that growth stocks should over time revert to their  historical  market
premiums.  The growth stock approach has  historically  been a sound  investment
formula for investors.  EV Traditional Growth Fund through its investment in the
Growth  Portfolio will continue to focus on companies with the ability to attain
superior earnings growth and provide the potential for good long-term investment
results.

                                   Sincerely,

[Photograph of                 /s/ James B. Hawkes
James B. Hawkes]                   James B. Hawkes
                                   President
                                   April 20, 1995

<PAGE>
MANAGEMENT DISCUSSION

An interview with Peter F. Kiely, Vice President and Portfolio Manager of Growth
Portfolio.

Q.  PETER, HOW WOULD YOU EVALUATE RECENT MARKET TRENDS?

A.  Clearly,  in the robust economy of the past two years,  cyclical stocks have
    assumed market leadership as they benefited from increased economic activity
    and the  many  restructurings  and cost  reductions  within  the  industrial
    sector.

    Meanwhile,  within  the growth  stock  segment of the  market,  many  growth
    companies have continued to register consistent earnings progress,  although
    selectivity has been the key for investors. More recently, in this six-month
    period,  cyclicals have given ground somewhat, while growth stocks appear to
    have gathered additional momentum.

Q.  WHAT ARE YOU LOOKING FOR IN A POTENTIAL INVESTMENT?

A.  My prevailing preference is for growth stocks,  defined as companies that we
    expect to show faster-than-average growth over time with respect to earnings
    and cash  flow.  Naturally,  I place a good  deal of  emphasis  on  earnings
    growth,  profitability,  unit sales growth, and financial strength,  each of
    which is a fairly consistent  hallmark of a good growth company At any given
    time, I may consider cyclical stocks, turnaround situations, or value stocks
    if I believe they will contribute to the Fund.  Frankly, at times there is a
    fine line  between  what is  defined as growth and what is defined as value,
    but generally,  EV Traditional  Growth Fund will be dominated by traditional
    growth stocks.

- --------------------------------
PHOTO OF PETER F. KIELY
- --------------------------------

Q.  HOW HAVE YOU POSITIONED THE PORTFOLIO IN THIS CLIMATE?

A.  Because I follow a bottom-up,  stock-by-stock  approach to investing,  there
    are generally no sweeping  economic themes within the Portfolio.  The Fund's
    holdings  therefore tend to represent a wide range of industries.  Among the
    larger  sectors   represented   in  the  Portfolio  are  finance,   consumer
    non-durables, basic industries, and business products.

Q.  COULD YOU PROFILE SOME OF THE FUND'S STRONGER PERFORMERS DURING THIS PERIOD?

A.  Certainly.  Within the financial  sector,  MGIC Investment Corp was a strong
    performer,  up about 24 percent.  MGIC is the nation's  largest  provider of
    private mortgage insurance, which enables many first-time buyers to purchase
    a home with less than a 20 percent  down  payment.  Benefiting  from pent-up
    housing  demand and favorable  demographic  trends,  MGIC has grown earnings
    nearly 20 percent annually in recent years. Of course, past performance does
    not guarantee future earnings growth.

    Elsewhere,  Novell and Intel, two leading technology  companies,  each fared
    well  during the period,  rising 34 percent  and 21  percent,  respectively.
    Industry  is  increasingly   pursuing  technology  as  a  means  to  greater
    efficiency.  Novel  maintains  a dominant  share of the  market for  network
    operating systems, while Intel's advanced microprocessors are much in demand
    by the personal computer industry.

Q.  DOES THE PORTFOLIO HAVE A LARGE EXPOSURE TO FOREIGN MARKETS?

A.  Foreign  companies  themselves  represented  only  about  9  percent  of the
    Portfolio at February 28. However,  many of the Portfolio's  holdings have a
    product  exposure  to  growing  foreign  markets.   For  example,   American
    International  Group,  the Portfolio's  largest  holding,  offers  insurance
    products in 130 countries,  with foreign operations  accounting for the vast
    majority of the company's life insurance  income.  Similarly,  Coca Cola Co.
    produces the most popular  beverage in the world and continues to expand its
    brand  dominance  globally,  with  especially  high growth rates in emerging
    markets.

Q.  WE'VE  TALKED ABOUT  WHAT  LEADS YOU TO BUY A STOCK.  WHAT  ABOUT  YOUR SELL
    DISCIPLINE?

A.  I monitor the  progress of a stock  relative to our  earnings  expectations,
    constantly updating earnings estimates with our analysts. If a stock becomes
    fully-valued  in our view, I may sell it in favor of another stock with more
    attractive potential. Signs of sales weakness,  changing industry trends, or
    a change in the competitive  environment are other factors that may prompt a
    sale.

Q.  IN YOUR VIEW, WHAT'S COMPELLING ABOUT GROWTH STOCKS AT THIS TIME?

A.  Historically,  as the economy  moderates,  market  leadership  has tended to
    shift  from  cyclical  issues to growth  stocks.  The  rationale  is simple:
    investors are drawn to stocks with superior  earnings  momentum.  Naturally,
    past  performance  is no  guarantee  of future  results,  but if the economy
    weakens significantly, interest rates should decline at some point, creating
    a climate that typically favors the growth stock segment of the market. Over
    time, superior earnings growth tends to be rewarded.

                        FOCUSING ON COMPANIES WITH 
                        SUPERIOR EARNINGS GROWTH...

                     THE PORTFOLIO'S 10 LARGEST HOLDINGS*:
        Company                                                 Business

American International Group..................................Insurance
Reuters Holdings..............................................Business products
MGIC Investment...............................................Financial
Tele-Communications, Inc......................................Broadcasting
Anadarko Petroleum............................................Oil services
Home Depot Inc................................................Retail
Sofamor Danek.................................................Healthcare
Astra AB A....................................................Drugs
Loctite.......................................................Chemicals
Illinois Tool Works...........................................Basic industries

*By market value as of 2/28/95.

<PAGE>

                          EV TRADITIONAL GROWTH FUND
                             FINANCIAL STATEMENTS
                     STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------
                        February 28, 1995 (Unaudited)
- ------------------------------------------------------------------------------
ASSETS:
  Investment in Growth Portfolio (Portfolio), at value (Note
    1A, Note 1E)                                                $121,338,787
  Receivable for Fund shares sold                                     62,373
  Deferred organization expenses (Note 1D)                            10,171
                                                                ------------
      Total assets                                              $121,411,331
LIABILITIES:
  Payable for Fund shares redeemed                     $99,570
  Payable to affiliates -- Custodian fee                   476
  Accrued service fees (Note 4)                         15,921
  Accrued expenses                                      14,477
                                                       -------
      Total liabilities                                              130,444
                                                                ------------
NET ASSETS for 16,648,072 shares of beneficial
 interest outstanding                                           $121,280,887
                                                                ============
SOURCES OF NET ASSETS:
  Proceeds from sales of shares (including shares
    issued to shareholders electing to receive
    payment of distributions in shares), less cost of
    shares redeemed                                             $111,132,687
  Distributions in excess of net realized gain on
    investment transactions                                       (1,678,135)
  Unrealized appreciation of investments                          11,371,934
  Undistributed net investment income                                454,401
                                                                ------------
      Total net assets                                          $121,280,887
                                                                ============

NET ASSET VALUE AND REDEMPTION PRICE PER SHARE --
  ($121,280,887 / 16,648,072 shares)                                $7.28
                                                                    =====
COMPUTATION OF OFFERING PRICE:
  Offering price per share (100/95.25 of $7.28)                     $7.64
                                                                    =====

On sales of $100,000 or more, the offering price is reduced.


     The accompanying notes are an integral part of the financial statements


<PAGE>

                           STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------
            For the Six Months Ended February 28, 1995 (Unaudited)
- ------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 1B):
  Dividends allocated from Portfolio
    (net of withholding tax of $90)                              $    762,515
  Interest allocated from Portfolio                                   192,159
  Expenses allocated from Portfolio                                  (435,937)
                                                                 ------------
      Total investment income                                    $    518,737
  Expenses --
    Custodian fee (Note 3)                        $      4,676
    Service fees (Note 4)                               44,554
    Transfer and dividend disbursing agent fees         47,508
    Printing and postage                                14,369
    Legal and accounting services                        2,427
    Registration fees                                   11,528
    Amortization of organization expense (Note 1D)       1,140
    Miscellaneous                                       24,227
                                                  ------------
      Total expenses                                                  150,429
                                                                 ------------
        Net investment income                                    $    368,308
REALIZED AND UNREALIZED GAIN (LOSS) FROM PORTFOLIO:
  Net realized loss on investments (identified
    cost basis)                                    $(1,500,867)
  Change in unrealized appreciation of
    investments                                      2,332,220
                                                  ------------
        Net realized and unrealized gain on
investments                                                      $    831,353
                                                                 ------------
          Net increase in net assets resulting from operations   $  1,199,661
                                                                 ============


     The accompanying notes are an integral part of the financial statements

<PAGE>

                      STATEMENT OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------
                                                 SIX MONTHS
                                                    ENDED
                                                 FEBRUARY 28,     YEAR ENDED
                                                     1995         AUGUST 31,
                                                 (UNAUDITED)         1994
                                                 ------------    ------------
INCREASE (DECREASE) IN NET ASSETS:
  From operations:
    Net investment income                        $    368,308    $    816,415
    Net realized gain (loss) on investment
transactions                                       (1,500,867)     10,792,104
    Increase (decrease) in unrealized
appreciation of investments                         2,332,220     (12,299,922)
                                                 ------------    ------------
      Net increase (decrease) in net assets
from operations                                  $  1,199,661    $   (691,403)
  Distributions to shareholders --
    From net investment income                       (490,875)     (1,048,189)
    From net realized gain on investments          (9,204,345)       (170,972)
    In excess of net realized gain on
investments                                        (1,678,135)        --
  Net increase (decrease) from Fund share
    transactions (Note 2)                           1,185,224     (11,084,451)
                                                 ------------    ------------
      Net decrease in net assets                 $ (8,988,470)   $(12,995,015)
                                                 ------------    ------------
NET ASSETS:
  At beginning of year                            130,269,357     143,264,372
                                                 ------------    ------------
  At end of year                                 $121,280,887    $130,269,357
                                                 ============    ============


     The accompanying notes are an integral part of the financial statements

<PAGE>

                             FINANCIAL HIGHLIGHTS
    --------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                    SIX MONTHS ENDED
                                      FEBRUARY 28,                                YEAR ENDED AUGUST 31,
                                          1995             -----------------------------------------------------------------------
                                       (UNAUDITED)          1994            1993            1992            1991            1990
                                         -------           -------         -------         -------         -------         -------
<S>                                      <C>               <C>             <C>             <C>             <C>             <C>
NET ASSET VALUE --
    Beginning of year                    $ 7.960           $ 8.070         $ 8.520         $ 8.450         $ 7.750         $ 8.560
                                         -------           -------         -------         -------         -------         -------
  INCOME FROM INVESTMENT OPERATIONS:
    Net investment income                $ 0.022           $ 0.052         $ 0.030         $ 0.046         $ 0.101         $ 0.109
    Net realized and unrealized
      gain (loss) on investments           0.018            (0.092)          0.660           0.544           1.499          (0.319)
                                         -------           -------         -------         -------         -------         -------
      Total income (loss) from
       investment operations             $ 0.040           $(0.040)        $ 0.690         $ 0.590         $ 1.600         $(0.210)
                                         -------           -------         -------         -------         -------         -------
  LESS DISTRIBUTIONS:
    From net investment income           $(0.030)          $(0.060)        $  --           $(0.040)        $(0.080)        $(0.110)
    In excess of net realized
      gain on investments                 (0.106)             --              --              --              --              --
    From net realized gains
      on investments                      (0.584)           (0.010)         (1.140)         (0.480)         (0.820)         (0.490)
                                         -------           -------         -------         -------         -------         -------
      Total distributions                $(0.720)          $(0.070)        $(1.140)        $(0.520)        $(0.900)        $(0.600)
                                         -------           -------         -------         -------         -------         -------
NET ASSET VALUE -- End of year           $ 7.280           $ 7.960         $ 8.070         $ 8.520         $ 8.450         $ 7.750
                                         =======           =======         =======         =======         =======         =======
TOTAL RETURN<F3>                           1.05%           (0.75)%           7.63%           7.22%          23.24%         (2.65)%
RATIOS/SUPPLEMENTAL DATA
 (to average daily net assets):
  Net assets, end of year
   (000's omitted)                      $121,281          $130,269        $143,264        $143,695        $143,090         $80,582
  Expenses<F1>                             0.97%<F4>         0.95%           0.89%           0.87%           0.92%           0.96%
  Net investment income                    0.61%<F4>         0.61%           0.56%           0.53%           1.35%           1.38%
PORTFOLIO TURNOVER<F2>                       89%               84%             68%             73%             66%
<FN>
<F1>Includes the Fund's share of Growth  Portfolio's  allocated expenses for the six months ended February 28, 1995 and the period
    from August 2, 1994, to August 31, 1994.
<F2>Portfolio Turnover represents the rate of portfolio activity for the period while the Fund was making investments  directly in
    securities. The portfolio turnover for the period since the Fund transferred substantially all of its investable assets to the
    Portfolio is shown in the Portfolio's financial statements which are included elsewhere in this report.
<F3>Total  return is  calculated  assuming a purchase at the net asset value on the first day and a sale at the net asset value on
    the last day of each period reported. Dividends and distributions, if any, are assumed to be reinvested at the net asset value
    on the record date.
<F4> Annualized.

</TABLE>
<PAGE>

(1) SIGNIFICANT ACCOUNTING POLICIES

EV Traditional Growth Fund (the "Fund"),  is a diversified series of Eaton Vance
Growth Trust (the "Trust"). The Trust is an entity of the type commonly known as
a Massachusetts  business trust and is registered  under the Investment  Company
Act of 1940,  as amended,  as an open-end,  management  investment  company.  On
August 2, 1994, the Fund transferred  substantially all of its investable assets
in interests in Growth Portfolio (the "Portfolio"), a New York Trust, having the
same investment objective as the Fund. The value of the Fund's investment in the
Portfolio  reflects the Fund's  proportionate  interest in the net assets of the
Portfolio  (98.8% at February 28, 1995). The performance of the Fund is directly
affected by the  performance of the Portfolio.  The financial  statements of the
Portfolio,  including the portfolio of  investments,  are included  elsewhere in
this  report  and  should  be read in  conjunction  with  the  Fund's  financial
statements.  The  following  is a summary  of  significant  accounting  policies
consistently   followed  by  the  Fund  in  the  preparation  of  its  financial
statements.  The policies are in conformity with generally  accepted  accounting
principles.

A.  INVESTMENT  VALUATIONS  --  Valuations  of  securities  by the  Portfolio is
discussed in Note 1A of the Portfolio's Notes to Financial  Statements which are
included elsewhere in this report.

B. INCOME -- The Fund's net  investment  income  consists of the Fund's pro rata
share of the net investment income of the Portfolio, less all actual and accrued
expenses of the Fund. Prior to the Fund's investment in the Portfolio,  the Fund
held its  investments  directly.

C. FEDERAL  TAXES -- The Fund's  policy is to comply with the  provisions of the
Internal  Revenue Code  applicable  to  regulated  investment  companies  and to
distribute to shareholders  each year all of its taxable  income,  including any
net realized gain on investments.  Accordingly,  no provision for federal income
or excise tax is necessary.

D. DEFERRED  ORGANIZATION  EXPENSES -- Costs  incurred by the Fund in connection
with its organization,  including registration costs, are being amortized on the
straight-line  basis over five years.

E.  OTHER  --  Investment  transactions  are  accounted  for  on  the  date  the
investments are purchased or sold. Dividend income and dividends to shareholders
are  recorded on the  ex-dividend  date and  interest  income is recorded on the
accrual basis.

F. INTERIM FINANCIAL INFORMATION -- The interim financial statements relating to
February  28,  1995 and for the  period  then  ended  have not been  audited  by
independent  certified  public  accountants,  but in the  opinion  of the Fund's
management,  reflect  all  adjustments,  consisting  only  of  normal  recurring
adjustments, necessary for the fair presentation of the financial statements.

G.  DISTRIBUTIONS  --  Generally  accepted  accounting  principles  require that
differences in the recognition or classification of income between the financial
statements   and  tax   earnings   and  profits   which   result  in   temporary
over-distributions   for  financial   statement   purposes  are   classified  as
distributions  in excess of net investment  income or  accumulated  net realized
gains.

- ------------------------------------------------------------------------------
(2) SHARES OF BENEFICIAL INTEREST

The  Declaration  of Trust permits the Trustees to issue an unlimited  number of
full  and  fractional  shares  of  beneficial   interest  (without  par  value).
Transactions in Fund shares were as follows:


                        SIX MONTHS ENDED
                          FEBRUARY 28, 1995               YEAR ENDED
                             (UNAUDITED)                  AUGUST 31, 1994
                       -----------------------        -----------------------
                     SHARES         AMOUNT          SHARES         AMOUNT
                   ---------      -----------     ---------      -----------
Sales               4,160,505    $  31,575,635    16,016,377    $ 126,721,042
Issued to
  shareholders
  electing to
  receive
  payment of
  distribution
  in Fund shares    1,395,476        9,604,381       110,217          872,830
Redemptions        (5,271,750)     (39,994,792)  (17,522,433)    (138,678,323)
                   ----------    -------------    ----------    -------------
    Net increase
     (decrease)       284,231    $   1,185,224    (1,395,839)   $ (11,084,451)
                   ==========    =============    ==========    =============

- ------------------------------------------------------------------------------
(3) TRANSACTIONS WITH AFFILIATES

Eaton Vance Management  (EVM) serves only as the  administrator of the Fund, but
receives no  compensation.  The  Portfolio  has engaged  Boston  Management  and
Research (BMR), a subsidiary of EVM, to render investment advisory services. See
Note 2 of the  Portfolio's  Notes to  Financial  Statements  which are  included
elsewhere  in this report.  Except as to Trustees of the Fund and the  Portfolio
who are not  members  of EVM's  or BMR's  organization,  officers  and  Trustees
receive  remuneration  for  their  services  to the Fund out of such  investment
adviser fee.  Investors Bank & Trust Company (IBT),  an affiliate of EVM, serves
as custodian of the Fund and the Portfolio. Pursuant to the respective custodian
agreements,  IBT receives a fee reduced by credits which are determined based on
the average cash balances the Fund or the Portfolio  maintains with IBT. Certain
of the  officers  and  Trustees  of the  Fund and  Portfolio  are  officers  and
directors/trustees of the above organizations.

- ------------------------------------------------------------------------------
(4) SERVICE PLAN

The  Trustees of the Trust on behalf of the Fund have  adopted a Service Plan on
July 7,  1993  designed  to  meet  the  requirements  of Rule  12b-1  under  the
Investment  Company Act of 1940 and the service fee  requirements of the revised
sales charge rule of The National  Association  of  Securities  Dealers Inc. The
Service Plan  replaced the Fund's  distribution  plan which became  effective on
June 12,  1989.  The Service  Plan  provides  that the Fund may make service fee
payments  to the  Principal  Underwriter,  Eaton  Vance  Distributors,  Inc.,  a
subsidiary  of Eaton  Vance  Management,  Authorized  Firms or other  persons in
amounts not exceeding .25% of the Fund's average daily net assets for any fiscal
year. The Trustees have  implemented the Service Plan by authorizing the Fund to
make quarterly service fee payments to the Principal  Underwriter and Authorized
Firms in  amounts  not  expected  to exceed  .25% of that  portion of the Fund's
average daily net assets for any fiscal year which is  attributable to shares of
the  Fund  sold  on or  after  June  12,  1989  by such  persons  and  remaining
outstanding  for at least  twelve  months.  Such  payments are made for personal
services and/or the maintenance of shareholder  accounts.  Provision for service
fee payments amounted to $44,554 for the six months ended February 28, 1985.

- ------------------------------------------------------------------------------
(5) INVESTMENT TRANSACTIONS

Increases  and  decreases in the Fund's  investment in the Portfolio for the six
months  ended  February  28,  1995  aggregated   $31,667,405  and   $43,214,556,
respectively.

- ------------------------------------------------------------------------------
(6) DISTRIBUTION

On February  21,  1995,  the Trustees  declared a dividend  from net  investment
income of $0.02 per share  payable  on March  31,  1995 to the  shareholders  of
record at the close of business on March 1, 1995.

<PAGE>
  
                                GROWTH PORTFOLIO
                            PORTFOLIO OF INVESTMENTS
                               FEBRUARY 28, 1995
                                  (UNAUDITED)
- --------------------------------------------------------------------------------
                             COMMON STOCKS - 96.2%
- --------------------------------------------------------------------------------
                                                  SHARES         VALUE
- --------------------------------------------------------------------------------
ADVERTISING  - 1.3%
Omnicom Group, Inc.                               30,000      $  1,593,750
  The parent company of DDB Needham                           ------------
  Worldwide and BBDO  Worldwide, two full
  service advertising agency networks.

AUTOMOTIVE  - 2.0%
Bandag Inc.                                       42,000      $  2,520,000
  Dominates the domestic tire retread                         ------------
  market, selling through 600 franchised
  dealers, and has a growing presence in
  foreign markets.

BANKS  - 2.2%
Citicorp                                          60,000      $  2,700,000
  Operates the largest money center bank in                   ------------
  the  U.S. with a substantial worldwide
  presence.


BEVERAGES  - 4.3%
Coca-Cola Co.                                     60,000      $  3,300,000
  Manufactures soft drink concentrates and
  syrups that make Coca Cola and other
  brands including Minute Maid orange
  juice.

PepsiCo, Inc.                                     50,000         1,956,250
  Global soft drink producer with
  businesses in snack foods and fast food
  restaurants.
                                                              ------------
                                                              $  5,256,250
                                                              ------------
BROADCASTING  - 3.2%
Tele-Communications, Inc. Class A*               175,000      $  3,992,187
  The largest operator of cable television                    ------------
  systems in the U.S.

BUSINESS PRODUCTS AND SERVICES  - 5.3%
Reuters Holdings PLC ADR                         110,000      $  4,661,250
  Worldwide provider of proprietary
  financial data and information.
WMX Technologies, Inc.                            70,000         1,846,250
  World's largest provider of collection,
  disposal and remediation services for
  solid and hazardous waste.
                                                              ------------
                                                              $  6,507,500
                                                              ------------
CHEMICALS  - 6.3%
Corning Inc.                                      50,000      $  1,606,250
  A diversified manufacturer of
  sophisticated communications (fiber
  optics), ceramics (pollution control
  devices) and glass (TV screens,  automobile
  headlights,  cookwear and dishes)
  products and provider of medical 
  laboratory services.
Great Lakes Chemical Corp.                        40,000         2,405,000
  Specialty chemical manufacturer of a wide
  range of products including flame
  retardants, water treatments, fuel
  additives.
Loctite Corp.                                     80,000         3,680,000
  Manufacturer of adhesives for consumer
  and industrial markets.
                                                              ------------
                                                              $  7,691,250
                                                              ------------
COMPUTER EQUIPMENT AND SERVICES  - 7.9%
Automatic Data Processing, Inc.                   50,000      $  3,075,000
  The leading independent computing and
  payroll processing services firm in the
  U.S.
General Motors Corp. Class E                      60,000         2,302,500
  Stock represents participation in the
  Electronic Data Systems Division of
  General Motors. EDS designs, installs and
  operates  data processing and
  communications systems for GM and other
  customers.
Microsoft Corp.                                   25,000         1,575,000
  Dominant developer of microcomputer
  software for business and personal use.
Novell Inc.*                                     130,000         2,721,875
  Vendor of local area network operating
  systems that allow computers of any size
  and make to work  together.
                                                              ------------
                                                              $  9,674,375
                                                              ------------
DRUGS & HEALTH CARE SERVICES  - 8.3%
Astra AB A Free Shares                           150,000      $  3,775,965
  Swedish based international
  pharmaceutical firm with drugs for the
  control of ulcers and asthma.
Sofamor Danek Group, Inc.*                       182,000         3,799,250
  The dominant supplier of spinal implant
  devices used in surgical treatment of
  spinal diseases and deformities.
U.S. Healthcare, Inc.                             60,000         2,580,000
  Operator of health maintenance
  organizations serving the Mid-Atlantic,
  Greater New York and New England regions.
                                                              ------------
                                                              $ 10,155,215
                                                              ------------
ELECTRONIC INSTRUMENTATION  - 2.2%
Millipore Corp.                                   50,000      $  2,656,250
  Products use membrane separations                           ------------
  technology to analyze and purify fluids
  for a variety of high tech industries.

FINANCIAL SERVICES  - 6.7%
Federal National Mortgage Association             30,000      $  2,313,750
  U.S. Government sponsored mortgage lender
  and provider of secondary mortgage
  market.
Franklin Resources Inc.                           50,000         1,937,500
  Provides investment management and
  related services to a family of equity
  and fixed income mutual funds.
MGIC Investment Corp. Wisc.                      105,000         4,003,125
  The leading provider of private mortgage
  insurance coverage to U.S. banks and
  other mortgage suppliers.
                                                              ------------
                                                              $  8,254,375
                                                              ------------
FOOD  - 0.8%
Archer Daniels Midland Co.                        50,000      $    950,000
  Major factor in soybean processing, corn                    ------------
  refining and flour milling.

HOTELS AND RESTAURANTS  - 2.3%
Carnival Corp.                                   120,000      $  2,850,000
  Operator of large cruise ships plying the                   ------------
  Caribbean, Mediterranean, South Pacific
  and Alaska.

HOUSEHOLD PRODUCTS  - 2.6%
Gillette Co.                                      40,000      $  3,165,000
  A global company with internationally                       ------------
  recognized brands in razors and blades,
  small appliances, cosmetics, dental and
  other consumer products.

INSURANCE  - 7.5%
American International Group, Inc.                45,000      $  4,668,750
  One of the world's leading insurance
  companies, operating in 130 countries.
Progressive Corp., Inc.                           50,000         1,943,750
  Underwriter of non-standard automobile
  and other specialty personal lines of
  insurance.
UNUM Corp.                                        60,000         2,550,000
  A writer of group long term disability
  insurance.
                                                              ------------
                                                              $  9,162,500
                                                              ------------
MACHINERY  - 2.9%
Illinois Tool Works Inc.                          80,000      $  3,590,000
  Manufacturer of industrial components and                   ------------
  other specialty products and equipment.

METALS & MINING  - 3.9%
Freeport McMoRan Copper & Gold, Inc.             135,000      $  2,835,000
  Operator of third largest copper mine in
  the world with world's largest gold
  reserves.
J & L Specialty Steel, Inc.                      100,000         1,925,000
  A low cost producer in the domestic
  stainless steel  industry.
                                                              ------------
                                                              $  4,760,000
                                                              ------------
OIL - 5.2%
Anadarko Petroleum Corp.                          90,000      $  3,948,750
  Leading independent natural gas and crude
  oil production company.
Phillips Petroleum Co.                            75,000         2,503,125
  Engaged in crude oil and natural gas
  exploration and production worldwide and
  petroleum refining and marketing
  primarily in the U.S.
                                                              ------------
                                                              $  6,451,875
                                                              ------------
PAPER & FOREST PRODUCTS  - 2.6%
Willamette Industries, Inc.                       60,000      $  3,225,000
  Integrated forest products company                          ------------
  selling solid wood products,
  containerboard and corrugated boxes and
  white business papers and computer forms.

PUBLISHING  - 4.3%
Harcourt General, Inc.                            75,000      $  2,784,375
  Diversified company with major interests
  in publishing and the Neiman Marcus Group
  of retail companies.
McGraw Hill Inc.                                  35,000         2,467,500
  Supplies informational products and
  services for businesses, education and
  industry through a broad  range of media.
                                                              ------------
                                                              $  5,251,875
                                                              ------------
RETAILING  - 4.7%
Gap (The) Inc.                                    60,000      $  1,950,000
  A nationwide retailer of moderately
  priced casual and activewear clothing
  plus separate chains for Gap Kids, Banana
  Republic and more recently, Old Navy
  Clothing Company.
Home Depot, Inc.                                  85,000         3,814,375
  A chain of do-it-yourself warehouse style
  stores.
                                                              ------------
                                                              $  5,764,375
                                                              ------------
SEMICONDUCTORS  - 5.8%
Advanced Micro Devices, Inc.                      75,000      $  2,278,125
  A producer of a broad line of
  semiconductors including  microprocessors
  for telecommunications, office
  automation, and networking applications.
Intel Corp.                                       36,000         2,871,000
  A manufacturer of semiconductors and
  other microcomputer components and
  systems which comprise the heart of the
  personal computer.
Motorola Inc.                                     35,000         2,012,500
  A leading supplier of semiconductors and
  two-way radios, paging equipment, and
  cellular mobile telephone systems.
                                                              ------------
                                                              $  7,161,625
                                                              ------------
TELEPHONE UTILITIES  - 3.9%
Alltel Corp.                                      90,000      $  2,576,250
  Operates local telephone systems serving
  1.6 million customers, an information
  procession business for financial,
  telecommunications and healthcare
  companies and cellular operations in 19
  states.
Telephone & Data Systems, Inc.                    50,000         2,281,250
  A provider of local telephone service, as
  well as cellular and paging services.
                                                              ------------
                                                              $  4,857,500
                                                              ------------
    TOTAL COMMON STOCKS
     (IDENTIFIED COST, $106,766,615)                          $118,190,902
                                                              ------------

- --------------------------------------------------------------------------------
                         SHORT-TERM OBLIGATIONS - 3.7%
- --------------------------------------------------------------------------------
                                              FACE AMOUNT
                                              (000 OMITTED)
- --------------------------------------------------------------------------------

CXC Inc., 6.10s, 3/1/95                           $3,216      $  3,216,000
Chevron Oil Finance Co., 5.82s, 3/1/95             1,267         1,267,000
                                                              ------------
    TOTAL SHORT-TERM OBLIGATIONS, AT
      AMORTIZED COST                                          $  4,483,000
                                                              ------------
    TOTAL INVESTMENTS
      (IDENTIFIED COST, $111,249,615)                         $122,673,902

    OTHER ASSETS, LESS LIABILITIES  - 0.1%                         140,645
                                                              ------------
    NET ASSETS  - 100%                                        $122,814,547
                                                              ============
                                                              
*Non-income producing security.

                       See notes to financial statements

<PAGE>
                              FINANCIAL STATEMENTS
                      STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------
                         February 28, 1995 (Unaudited)
- ------------------------------------------------------------------------------
ASSETS:
  Investments, at value (Note 1A) (identified cost,
    $111,249,615)                                               $ 122,673,902
  Cash                                                                    753
  Dividends receivable                                                130,775
  Deferred organization expenses (Note 1C)                             14,490
                                                                -------------
      Total assets                                              $ 122,819,920
LIABILITIES:
  Custodian fee payable                                 $4,045
  Accrued expenses                                       1,328
                                                        ------
      Total liabilities                                                 5,373
                                                                -------------
NET ASSETS applicable to investor's interest in Portfolio       $(122,814,547)
                                                                =============
                                                                
SOURCES OF NET ASSETS:
  Net proceeds capital contributions and withdrawals            $ 111,390,260
  Unrealized appreciation of investments (computed on
    the basis of identified cost)                                  11,424,287
                                                                -------------
      Total                                                     $ 122,814,547
                                                                =============
                                                                
   The accompanying notes are an integral part of the financial statements


<PAGE>

                            STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------
            For the six months ended February 28, 1995 (Unaudited)
- ------------------------------------------------------------------------------
INVESTMENT INCOME:
  Income --
    Dividend (net of withholding tax of $91)                       $  765,387
    Interest                                                          192,921
                                                                   ----------
        Total income                                               $  958,308
  Expenses --
    Investment adviser fee (Note 2)                  $   384,275
    Custodian fee (Note 2)                                37,310
    Trustee fees                                           2,083
    Legal and audit fees                                   9,229
    Amortization of organization expense (Note 1C)         1,512
    Miscellaneous                                          3,127
                                                     -----------
        Total expenses                                                437,536
                                                                   ----------
          Net investment income                                    $  520,772
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
  Net realized loss on investment transactions
    (identified cost basis)                          $(1,504,169)
  Increase in unrealized appreciation of
    investments                                        2,384,573
                                                     -----------
    Net realized (loss) and unrealized gain on
      investments                                                     880,404
                                                                   ----------
        Net increase in net assets from operations                 $1,401,176
                                                                   ==========
                                                                   
   The accompanying notes are an integral part of the financial statements


<PAGE>
FINANCIAL STATEMENTS (Continued)

                       STATEMENT OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------
                                      SIX MONTHS ENDED
                                     FEBRUARY 28, 1995      YEAR ENDED
                                        (UNAUDITED)      AUGUST 31, 1994*
                                      ----------------   ----------------
INCREASE IN NET ASSETS:
  From operations --
    Net investment income             $        520,772   $         69,589
    Net realized gain (loss) on
      investment transactions               (1,504,169)         1,063,482
    Increase in unrealized
      appreciation of investments            2,384,573          2,595,384
                                      ----------------   ----------------
      Increase in net assets from
        operations                    $      1,401,176   $      3,728,455
                                      ----------------   ----------------
  Capital transactions --
    Contributions                           33,292,216        140,348,725
    Withdrawals                            (43,414,714)       (12,641,351)
                                      ----------------   ----------------
    Increase (decrease) in net
     assets resulting from capital
     transactions                     $    (10,122,498)      $127,707,374
                                      ----------------   ----------------
      Total increase (decrease) in
       net assets                     $     (8,721,322)      $131,435,829
                                      ----------------   ----------------
NET ASSETS:
  At beginning of period                   131,535,869            100,040
                                      ----------------   ----------------
  At end of period                    $    122,814,547   $    131,535,869
                                      ================   ================
                                      
*For the period from the start of business, August 2, 1994, to August 31, 1994.

   The accompanying notes are an integral part of the financial statements

<PAGE>
                               SUPPLEMENTARY DATA
- ------------------------------------------------------------------------------
                                      SIX MONTHS ENDED
                                     FEBRUARY 28, 1995      YEAR ENDED
                                        (UNAUDITED)      AUGUST 31, 1994*
                                      ----------------   ----------------
RATIOS (As a percentage of average net assets):
  Expenses                                 0.72%+              0.73%+
  Net investment income                    0.85%+              0.66%+
PORTFOLIO TURNOVER                           32%                  4%


+Annualized.

<PAGE>

                         NOTES TO FINANCIAL STATEMENTS
                               FEBRUARY 28, 1995
                                  (UNAUDITED)

(1) SIGNIFICANT ACCOUNTING POLICIES
Growth Portfolio (the Portfolio) is registered under the Investment  Company Act
of 1940 as a diversified  open-end  investment  company which was organized as a
trust under the laws of the State of New York on August 2, 1994. The Declaration
of Trust permits the Trustees to issue  interests in the  Portfolio.  Investment
operations  began on August 2, 1994, with the acquisition of investments  with a
value of  $127,122,709,  including  unrealized  appreciation  of  $6,444,330  in
exchange for an interest in the Portfolio by one of the  Portfolio's  investors.
The following is a summary of significant  accounting policies of the Portfolio.
The policies are in conformity with generally accepted accounting principles.

A. INVESTMENT VALUATIONS -- Investments listed on securities exchanges or in the
NASDAQ  National  Market are valued at closing sale  prices.  Listed or unlisted
investments  for which  closing sale prices are not  available are valued at the
mean between the latest bid and asked prices.  Short-term obligations are valued
at amortized cost, which approximates value. Foreign securities held by the Fund
are valued in U.S. dollars at the current exchange rate.

B. INCOME  TAXES -- The  Portfolio is treated as a  partnership  for federal tax
purposes.  No provision is made by the  Portfolio  for federal or state taxes on
any taxable  income of the  Portfolio  because each investor in the Portfolio is
ultimately  responsible  for  the  payment  of  any  taxes.  Since  some  of the
Portfolio's  investors are  regulated  investment  companies  that invest all or
substantially all of their assets in the Portfolio,  the Portfolio normally must
satisfy the applicable source of income and diversification  requirements (under
the  Internal  Revenue  Code) in order for its  investors to satisfy  them.  The
Portfolio will allocate at least  annually  among its investors each  investors'
distributive  share of the  Portfolio's  net  taxable  (if  any) and  tax-exempt
investment  income,  net realized  capital gains, and any other items of income,
gain,  loss,  deduction or credit.  Interest income received by the Portfolio on
investments in municipal bonds,  which is excludable from gross income under the
Internal  Revenue  Code,  will retain its status as income  exempt from  Federal
income tax when  allocated  to the  Portfolio's  investors.  The portion of such
interest,  if any, earned on private  activity bonds issued after August 7, 1986
may be considered a tax preference item for investors.

C.  DEFERRED  ORGANIZATION  EXPENSES  --  Costs  incurred  by the  Portfolio  in
connection with its organization are being amortized on the straight-line  basis
over five years.

D. LEGAL  FEES -- Legal  fees and other  related  expenses  incurred  as part of
negotiations  of the terms and  requirements of capital  infusions,  or that are
expected to result in the  restructuring of or a plan of  reorganization  for an
investment are added to the cost of the investment.

E.  OTHER  --  Investment  transactions  are  accounted  for  on  the  date  the
investments  are  purchased  or  sold.  Dividend  income  and  distributions  to
shareholders  are  recorded  on the  ex-dividend  date and  interest  income  is
recorded on the accrual basis. 

- --------------------------------------------------------------------------------
(2) INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The investment  adviser fee is earned by Boston Management and Research (BMR), a
wholly-owned  subsidiary of Eaton Vance  Management  (EVM), as compensation  for
management and investment  advisory services rendered to the Portfolio.  The fee
is based upon a percentage of average daily net assets. For the six months ended
February  28,  1995,  the fee  was  equivalent  to  0.625%  (annualized)  of the
Portfolio's average net assets for such period and amounted to $384,275.  Except
as to  Trustees  of the  Portfolio  who  are  not  members  of  EVM's  or  BMR's
organization,  officers and Trustees receive  remuneration for their services to
the Fund out of such  investment  adviser fee.  Investors  Bank & Trust  Company
(IBT), an affiliate of EVM and BMR, serves as custodian of the Fund. Pursuant to
the  custodian  agreement,  IBT  receives a fee  reduced  by  credits  which are
determined based on the average daily cash balances the Portfolio maintains with
IBT.  Certain of the  officers and  Trustees of the  Portfolio  are officers and
directors/trustees of the above organizations.

- --------------------------------------------------------------------------------
(3) PURCHASES AND SALES OF INVESTMENTS
Purchases  and  sales  of  investments,   other  than  short  term  obligations,
aggregated $36,944,589 and $39,114,037, respectively.

- --------------------------------------------------------------------------------
(4)  FEDERAL   INCOME  TAX  BASIS  OF   INVESTMENTS   The  cost  and  unrealized
appreciation/depreciation  in value of the  investments  owned at  February  28,
1995, as computed on a federal income tax basis, are as follows:

Aggregate cost                                          $111,249,615 
                                                        ============
Gross unrealized appreciation                           $ 15,198,431
Gross unrealized depreciation                             (3,774,144)
                                                        ------------
   Net unrealized appreciation                          $ 11,424,287
                                                        ============

- --------------------------------------------------------------------------------
(5) LINE OF CREDIT
The Portfolio  participates  with other  portfolios and funds managed by BMR and
EVM and its affiliates in a $120 million unsecured line of credit agreement with
a bank. The line of credit consists of $20 million committed facility and a $100
million discretionary facility.  Borrowings will be made by the Portfolio solely
to  facilitate  the handling of unusual  and/or  unanticipated  short-term  cash
requirements.  Interest is charged to each portfolio  based on its borrowings at
an amount  above  either the bank's  adjusted  certificate  of deposit  rate,  a
variable  adjusted  certificate  of deposit rate,  or a federal funds  effective
rate.  In  addition,  a fee  computed  at an annual rate of 1/4 of 1% on the $20
million  committed  facility and on the daily unused portion of the $100 million
discretionary facility is allocated among the participating funds and portfolios
at the  end of  each  quarter.  The  Portfolio  did  not  have  any  significant
borrowings or allocated  fees during the period.  At February 28, 1995, the Fund
did not have an outstanding balance pursuant to the line of credit.

<PAGE>

                       INVESTMENT MANAGEMENT

EV TRADITIONAL      OFFICERS                    INDEPENDENT TRUSTEES
GROWTH FUND         JAMES B. HAWKES             DONALD R. DWIGHT
24 Federal Street   President, Trustee          President, Dwight Partners, Inc.
Boston, MA 02110                                  Chairman, Newspapers of
                    LANDON T. CLAY                New England, Inc.
                    Vice President, Trustee 
                                                SAMUEL L. HAYES, III
                    M. DOZIER GARDNER           Jacob H. Schiff Professor of
                    Vice President              Investment Banking, Harvard 
                                                University Graduate School of 
                    PETER F. KIELY              Business Administration
                    Vice President, Trustee        
                                                NORTON H. REAMER
                    JAMES L. O'CONNOR           President and Director, United
                    Treasurer                   Asset Management Corporation

                    THOMAS OTIS                 JOHN L. THORNDIKE
                    Secretary                   Vice President and Director,
                                                Fiduciary Trust Company 
                    WILLIAM J. AUSTIN, JR.                    
                    Assistant Treasurer         JACK L. TREYNOR
                                                Investment Adviser 
                    JANET E. SANDERS            and Consultant
                    Assistant Treasurer    
                    and                    
                    Assistant Secretary    

                    A. JOHN MURPHY         
                    Assistant Secretary    
                    -------------------------------------------

GROWTH              OFFICERS                    INDEPENDENT TRUSTEES
PORTFOLIO
24 Federal Street   JAMES B. HAWKES             DONALD R. DWIGHT
Boston, MA 02110    President, Trustee          President, Dwight Partners, Inc.
                                                Chairman, Newspapers of
                    LANDON T. CLAY              New England, Inc.
                    Vice President, Trustee 
                                                SAMUEL L. HAYES, III
                    M. DOZIER GARDNER           Jacob H. Schiff Professor of
                    Vice President              Investment Banking, Harvard 
                                                University Graduate School of
                    PETER F. KIELY              Business Administration
                    Vice President,        
                    Trustee and                 NORTON H. REAMER
                    Portfolio Manager           President and Director, United
                                                Asset Management Corporation
                    JAMES L. O'CONNOR      
                    Treasurer                   JOHN L. THORNDIKE
                                                Vice President and Director,
                    THOMAS OTIS                 Fiduciary Trust Company
                    Secretary              
                                                JACK L. TREYNOR
                    WILLIAM J. AUSTIN, JR.      Investment Adviser
                    Assistant Treasurer         and Consultant

                    JANET E. SANDERS       
                    Assistant Treasurer    
                    and                    
                    Assistant Secretary

                    A. JOHN MURPHY
                    Assistant Secretary

<PAGE>

INVESTMENT ADVISER OF 
GROWTH PORTFOLIO
Boston Management and Research
24 Federal Street
Boston, MA 02110

ADMINISTRATOR OF 
EV TRADITIONAL GROWTH FUND
Eaton Vance Management
24 Federal Street
Boston, MA 02110

PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(617) 482-8260

CUSTODIAN
Investors Bank & Trust Company
24 Federal Street
Boston, MA 02110

TRANSFER AGENT
The Shareholder Services Group, Inc.
BOS725
P.O. Box 1559
Boston, MA 02104

This  report  must be  preceded or  accompanied  by a current  prospectus  which
contains more complete information on the Fund, including its distribution plan,
sales  charges and expenses.  Please read the  prospectus  carefully  before you
invest or send money.

EV TRADITIONAL GROWTH FUND
24 FEDERAL STREET
BOSTON, MA 02110

T-GFSRC

EV TRADITIONAL         [Logo]
GROWTH
FUND

SEMI-ANNUAL
SHAREHOLDER REPORT
FEBRUARY 28, 1995




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