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

EV Marathon Growth Fund had a total return of 2.9 percent during the period from
inception on September 13, 1994 through  February 28, 1995.  That return was the
result  of a rise in net  asset  value  per  share  to  $10.29  from  $10.00  on
September 13, 1994, and does not include contingent deferred sales charges paid
by certain redeeming shareholders.  For comparison, the S&P 500 Stock Index - an
unmanaged  index of common  stocks - had a total  return of 5.8  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 sector's 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 Marathon  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,

/s/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 Marathon  Growth Fund will be dominated  by  traditional
    growth stocks.

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  results.  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 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 MARATHON GROWTH FUND
                             FINANCIAL STATEMENTS
                     STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
                        February 28, 1995 (Unaudited)
- --------------------------------------------------------------------------------
ASSETS:
  Investment in Growth Portfolio (Portfolio), at value (Note 1A)      $681,011
  Receivable for Fund shares sold                                       42,429
  Receivable from administrator (Note 6)                                 6,234
  Deferred organization expenses (Note 1D)                              34,602
                                                                      --------
  Total assets                                                        $764,276
LIABILITIES:
  Payable for Fund shares redeemed                           $ 5,131
  Payable to affiliates --Custodian fee                           83
  Accrued organizational expense                              30,123
  Accrued expenses                                               308
                                                             -------
  Total liabilities                                                     35,645
                                                                      --------
  NET ASSETS for 70,782 shares of beneficial interest outstanding     $728,631
                                                                      ========
SOURCES OF NET ASSETS:
  Proceeds from sales of shares, less cost of shares
      redeemed                                                        $701,881
  Accumulated net realized loss on investments                            (645)
  Unrealized appreciation of investments                                30,166
  Accumulated net investment loss                                       (2,771)
                                                                      --------
  Total net assets                                                    $728,631
                                                                      ========
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
  ($728,631 / 70,782 shares of beneficial interest outstanding)        $10.29
                                                                       ======



    The accompanying notes are an integral part of the financial statements



<PAGE>

                           STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
         For the period from the start of business, September 13, 1994,
                        to February 28, 1995 (Unaudited)
- --------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 1B):
  Interest income allocated from Portfolio                              $   556
  Dividend income allocated from Portfolio (net of
    withholding tax expense of $1)                                        2,047
  Expenses allocated from Portfolio                                      (1,212)
                                                                        -------
  Total investment income                                               $ 1,391
Expenses --
  Custodian fee (Note 6)                                      $   583
  Distribution fees (Note 4)                                    1,278
  Printing and postage                                          3,550
  Amortization of organization expenes (Note 1D)                3,393
  Registration fees                                                75
  Transfer agent fees                                             145
  Miscellaneous                                                 1,372
                                                              -------
  Total expenses                                               10,396
  Deduct -- Preliminary allocation of expenses by
    administrator (Note 6)                                      6,234
                                                              -------
  Net expenses                                                            4,162
                                                                        -------
  Net investment loss                                                   $(2,771)
REALIZED AND UNREALIZED GAIN (LOSS) FROM PORTFOLIO:
  Net realized loss on investments (identified cost basis)    $  (645)
  Change in unrealized appreciation of investments             30,166
                                                              -------
  Net realized and unrealized gain on investments                        29,521
                                                                        -------
  Net increase in net assets resulting from operations                  $26,750
                                                                        =======



    The accompanying notes are an integral part of the financial statements

<PAGE>

                      STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
         For the period from the start of business, September 13, 1994,
                        to February 28, 1995 (Unaudited)
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:
  From operations --
  Net investment loss                                                  $ (2,771)
  Net realized loss from Portfolio                                         (645)
  Unrealized appreciation from Portfolio                                 30,166
                                                                       --------
  Net increase in net assets from operations                           $ 26,750
  Net increase in net assets from Fund share transactions (Note 2)      701,871
                                                                       --------
  Net increase in net assets                                           $728,621
NET ASSETS:
  At beginning of period                                                     10
                                                                       --------
  At end of period                                                     $728,631
                                                                       ========



    The accompanying notes are an integral part of the financial statements

<PAGE>

                             FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
         For the period from the start of business, September 13, 1994,
                        to February 28, 1995 (Unaudited)
- --------------------------------------------------------------------------------
FINANCIAL  HIGHLIGHTS (for a share outstanding  throughout the period)
NET ASSET VALUE -- Beginning of period                                  $10.000
                                                                        -------
  Income from investment operations:
  Net investment loss                                                   $(0.037)
  Net realized and unrealized gain on investments                         0.327
                                                                        -------
  Total income from investment operations                                 0.290
                                                                        -------
NET ASSET VALUE -- End of period                                        $10.290
                                                                        =======
TOTAL RETURN**                                                           2.90 %
RATIOS/SUPPLEMENTAL DATA (to average daily net assets)*:
  Expenses(1)                                                            3.13 %+
  Net investment income                                                 (1.61)%+
NET ASSETS, AT END OF PERIOD (000'S OMITTED)                            $   729

*The  expenses  related  to the  operation  of the Fund  reflect  a  preliminary
 allocation  of expenses to the  Administrator.  Had such action not been taken,
 net investment income per share and the ratios would have been as follows:

RATIOS (to average daily net assets)
  Expenses(1)                                                            6.76 %+

  Net investment loss                                                   (5.24)%+
 ** 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.

  + Computed on an annualized basis.

(1) Includes the Fund's share of Growth Portfolio's allocated expenses.

Note:  Certain of the per share amounts have been computed  using average shares
outstanding.

    The accompanying notes are an integral part of the financial statements

<PAGE>

                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)

- --------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
EV Marathon 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.  The Fund
invests all of its investable  assets in interests in the 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 (0.55% 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 1 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 determined in accordance with generally accepted accounting
principles.

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,  options and financial  futures  transactions.
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,  are being amortized on the straight-line basis over five
years beginning on the date the Fund commenced operations.

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

F. DISTRIBUTION COSTS -- For book purposes, commissions paid on the sale of Fund
shares and other distribution costs are charged to operations. For tax purposes,
commissions  paid were charged to paid-in capital prior to November 16, 1994 and
subsequently  charged to operations.  The change in the tax accounting  practice
was prompted by a recent  Internal  Revenue  Service ruling and has no effect on
either the Fund's current yield or total return (Note 5).

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.

H. 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.

- --------------------------------------------------------------------------------
(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 from the start of  business  September  13, 1994 to
February 28, 1995 were as follows:


                             SHARES           AMOUNT
                             -------        ---------
Sales                         89,712        $ 889,812
Issued to shareholders
  electing to receive
  payment of distribution
  in Fund shares                --              --
Redemptions                  (18,930)        (187,941)
                             -------        ---------
  Net increase                70,782        $ 701,871
                             =======        =========
- --------------------------------------------------------------------------------
(3) INVESTMENT TRANSACTIONS
Increases  and decreases in the Fund's  investment  in the Portfolio  aggregated
$847,384 and $197,296 respectively.
- --------------------------------------------------------------------------------
(4) DISTRIBUTION PLAN
The Fund has adopted a  Distribution  Plan (the  "Plan")  pursuant to Rule 12b-1
under the Investment  Company Act of 1940. The Plan requires the Fund to pay the
principal  underwriter,  Eaton Vance Distributors,  Inc. (EVD), amounts equal to
1/365th  of  0.75%  of the  Fund's  daily  net  assets,  for  providing  ongoing
distribution  services and facilities to the Fund.  The Fund will  automatically
discontinue  payments to EVD during any period in which there are no outstanding
Uncovered Distribution Charges, which are equivalent to the sum of (i) 5% of the
aggregate  amount received by the Fund for shares sold plus,  (ii)  distribution
fees calculated by applying the rate of 1% over the prevailing prime rate to the
outstanding balance of Uncovered Distribution Charges of EVD, reduced by amounts
theretofore  paid to EVD. The amount  payable to EVD with respect to each day is
accrued on such day as a  liability  of the Fund and,  accordingly,  reduces the
Fund's net assets. The Fund paid $1,278 to EVD for the period ended February 28,
1995,  representing  0.75% (annualized) of average daily net assets. At February
28, 1995, the amount of Uncovered  Distribution  Charges of EVD calculated under
the Plan was approximately $27,052.

In addition,  the Plan  authorizes  the Fund to make payments of service fees to
the  Principal  Underwriter,  Authorized  Firms and other persons in amounts not
exceeding 0.25% of the Fund's average daily net assets for each fiscal year. The
Trustees have  implemented  the Plan by  authorizing  the Fund to make quarterly
payments of service fees to the Principal  Underwriter  and Authorized  Firms in
amounts not expected to exceed 0.25% of the Fund's  average daily net assets for
each  fiscal  year based on the value of Fund  shares  sold by such  persons and
remaining  outstanding  for at least twelve  months,  and that payments of these
service fees shall commence with the quarter ending  December 31, 1995.  Service
fees are separate and distinct from the sales  commissions and distribution fees
payable  by the  Fund  to EVD,  and,  as  such,  are not  subject  to  automatic
discontinuance when there are no outstanding  Uncovered  Distribution Charges of
EVD.

Certain officers and Trustees of the Fund are officers or directors of EVD.
- ------------------------------------------------------------------------------
(5) CONTINGENT DEFERRED SALES CHARGE
A contingent  deferred  sales charge (CDSC) is imposed on any redemption of Fund
shares made within six years of purchase.  Generally, the CDSC is based upon the
lower of the net  asset  value at date of  redemption  or date of  purchase.  No
charge is levied on shares acquired by reinvestment of dividends or capital gain
distributions.  The CDSC is imposed at  declining  rates that begin at 5% in the
first and second year of redemption  after  purchase,  declining one  percentage
point each subsequent  year. No CDSC is levied on shares which have been sold to
EVM or its affiliates or to their respective employees or clients.  CDSC charges
are  paid  to EVD  to  reduce  the  amount  of  Uncovered  Distribution  Charges
calculated  under the Fund's  Distribution  Plan. CDSC charges  received when no
Uncovered  Distribution Charges exist will be retained by the Fund. EVD received
approximately  $837 of CDSC paid by  shareholders  for the period ended February
28, 1995.

- ------------------------------------------------------------------------------
(6) 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.  To enhance  the net  income of the Fund,  $6,234 of
expenses  related to the operation of the Fund were allocated,  on a preliminary
basis,  to EVM.  Except as to Trustees of the Fund and the Portfolio who are not
members  of  EVM's  or  BMR's  organizations,   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  their  respective  custodian
agreements,  IBT receives a fee reduced by credits which are determined based on
the average  cash  balances  of 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.


<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 MARATHON         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 MARATHON 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 MARATHON GROWTH FUND
24 FEDERAL STREET
BOSTON, MA 02110
                                          
M-GFSRC

EV MARATHON
GROWTH
FUND

SEMI-ANNUAL 
SHAREHOLDER REPORT
FEBRUARY 28, 1995
                                          













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