October 19, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for
Eaton Vance Growth Trust
1933 Act File No. 2-22019
1940 Act File no. 811-1241
In accordance with the provisions of Rule 24f-2 under the
Investment Company Act of 1940, Eaton Vance Growth Trust hereby
files its Rule 24f-2 Notice.
(i) This Rule 24f-2 Notice is being filed for the fiscal
year ended August 31, 1995 ("Fiscal Year").
(ii) No shares of the Trust which have been registered under
the Securities Act of 1933 (other than pursuant to Rule 24f-2)
remained unsold at the beginning of the Fiscal Year.
(iii) No shares of the Trust were registered during the Fiscal
Year, other than pursuant to Rule 24f-2.
(iv) 16,662,853 shares of the Trust were sold during the
Fiscal Year.
(v) 16,662,853 shares of the Trust were sold during the
Fiscal Year in reliance upon the Declaration of the Trust pursuant
to Rule 24f-2 which registered an indefinite amount of securities.
Attached to this Rule 24f-2 Notice, and made part hereof, is an
opinion of counsel indicating that the securities, the registration
of which the Notice makes definite in number, were legally issued,
fully paid, and non-assessable by the Trust.
In accordance with subsection (c) of Rule 24f-2, no fee is
required since the excess of sales over redemptions during the
Fiscal Year was less than and was deducted from registrant's
balance of definitively registered shares.
<PAGE>
Rule 24f-2 Notice of Page 2
Eaton Vance Growth Trust
1933 Act File No. 2-22019
1940 Act File no. 811-1241
Aggregate Sale Price for Shares $ 174,152,561
Sold During Fiscal Year Pursuant to
Rule 24f-2.
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Year $ 264,471,519
and
(2) Aggregate Redemption Price of
Redeemed Shares Previously
Applied by Trust Pursuant to
Rule 24e-2(a) in Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 $ 0.00
Equals $ (90,318,958)
Any questions regarding the matter should be addressed to
Julia Clarke, Eaton Vance Management, 24 Federal Street, Boston,
Massachusetts 02110.
Sincerely,
Eaton Vance Management
William J. Austin Jr.
Assistant Treasurer
<PAGE>
OPINION OF COUNSEL
October 19, 1995
Eaton Vance Management
24 Federal Street
Boston, MA 02110
RE: Rule 24f-2 Notice of
Eaton Vance Growth Trust
1933 Act File No. 2-22019
1940 Act File no. 811-1241
Gentlemen:
In connection with the filing of a Notice pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended, making
definite the registration under the Securities Act of 1933,
16,662,853 shares of the Trust sold in reliance upon said Rule
24f-2 during the fiscal year ended August 31, 1995 it is the
opinion of the undersigned that such shares were legally issued,
fully paid and nonassessable.
Sincerely,
Eaton Vance Management
H. Day Brigham, Jr.
Vice President and
Chairman of the Executive
Committee
Member of Massachusetts and
New York Bars
