EATON VANCE GROWTH TRUST
24 Federal Street
Boston, MA 02110
October 17, 1996
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.
This Rule 24f-2 Notice is being filed for the fiscal
year ended August 31, 1996 ("Fiscal Year").
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.
7,423,552 shares of the Trust, with an aggregate sales
price of $89,824,981, were registered during the Fiscal Year,
pursuant to Rule 24e-2.
16,135,470 shares of the Trust, with an aggregate sales
price of $194,658,599, 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.
562,764 shares of the Trust, with an aggregate sales
price of $5,010,092, were issued during the Fiscal Year in
connection with the Trust's dividend reinvestment plan.
For the Fiscal Year, the Trust sold an aggregate of
16,698,234 shares, including those issued pursuant to its
dividend reinvestment plan, with an aggregate sales price of
$199,668,691.
In accordance with subsection of Rule 24f-2, no fee
is required since the excess of sales, including dividend
reinvestments, over redemptions during the Fiscal Year were less
than and were deducted from registrant's balance of definitively
registered shares.
Rule 24f-2 Notice for Page 2
Eaton Vance Growth Trust
1933 Act File No. 2-22019
1940 Act File no. 811-1241
Aggregate Sale Price for Shares $194,658,599
Sold During Fiscal Year Pursuant to
Rule 24f-2.
Aggregate Price of Shares Issued
During Fiscal Year In Connection
with Dividend Reinvestment Plans. 5,010,092
Aggregate Price of Shares Sold $199,668,691
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Year. $274,898,324
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
Equals $ (75,229,633)
Any questions regarding the matter should by addressed to
Julia Clarke, Eaton Vance Management, 24 Federal Street, Boston,
Massachusetts 02110.
Sincerely,
Eaton Vance Management
/s/William J. Austin Jr.
William J. Austin Jr.
Assistant Treasurer
Enclosures (Opinion of Counsel)
EATON VANCE SPECIAL INVESTMENT TRUST
24 Federal Street
Boston, MA 02110
OPINION OF COUNSEL
October 17, 1996
Eaton Vance Management
24 Federal Street
Boston, MA 02110
RE: Rule 24f-2 Notice for
Eaton Vance Growth Trust
1933 Act File No. 2-22019
1940 Act File no. 811-1241
Gentlemen:
By the filing of the captioned Notice pursuant to Rule 24f-2 under
the Investment Company Act of 1940, as amended, the Trust made
definite the registration under the Securities Act of 1933 of
16,698,234 shares sold, including those sold pursuant to its
dividend reinvestment plan, in reliance upon said Rule 24f-2
during the fiscal year ended August 31, 1996.
It is the opinion of the undersigned that such shares were
legally issued, fully paid and nonassessable.
Sincerely,
Eaton Vance Management
/s/H. Day Brigham, Jr.
H. Day Brigham, Jr.
Vice President and
Chairman of the
Executive Committee
Member of Massachusetts
and New York Bars
