EATON VANCE GROWTH TRUST
N-30D, 1996-04-18
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<PAGE>

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

                                ADMINISTRATOR OF
                             EV CLASSIC 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
                                 89 South Street
                                  P.O. Box 1537
                              Boston, MA 02205-1537

                                 TRANSFER AGENT
                    First Data Investor Services Group, Inc.
                                     BOS725
                                  P.O. Box 1559
                                Boston, MA 02104

                                    EV Classic
                                     Growth
                                      Fund

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.

                         Semi-Annual Shareholder Report
                                February 29, 1996

EV CLASSIC GROWTH FUND
24 FEDERAL STREET
BOSTON, MA 02110

                                                                    C-GFSRC-4/96

<PAGE>

                                 To Shareholders

EV Classic Growth Fund had a total return of 10.9% during the six months ended
February 29, 1996. That return was the result of a rise in net asset value per
share to $12.40 from $11.68 on August 31, 1995, and the reinvestment of a $0.51
capital gain distribution. It does not include the effect of the Fund's
contingent deferred sales charge on redeeming shareholders. By comparison, the
Lipper Growth Index, an index of 30 growth funds, was up 9.3% for the same
period.

INTEREST RATES DECLINED IN 1995, HELPING THE STOCK MARKET CONTINUE ITS RALLY...

The U.S. economy continued its pattern of slow, steady growth throughout this
six-month period, though there were some questions in early 1996 whether the
economy might be moving into a mild recession. Those questions were fueled by
the nation's rate of economic growth, which was a strong 4.2% in the third
quarter of 1995, but slipped to 0.9% in the fourth quarter.

The Federal Reserve has maintained a strong inflation-fighting posture
throughout this period, with positive results. Inflation remained low and, as a
result, the Fed lowered the federal funds rate, a key short-term interest rate
barometer, a quarter of a point in early July and another quarter-point in
December.

While a strong economy generally tends to favor cyclical stocks, these declines
in interest rates may be helpful to growth stocks. In addition, the growth
sector continues to attract interest from investors because of its ability to
provide consistent earnings growth and less reliance on the economic cycle.
Naturally, it is impossible to predict accurately the direction of the economy,
and historical performance cannot guarantee future trends.

AN INVESTMENT IN HIGH-QUALITY COMPANIES CAN BE REWARDING...

At the end of this six-month period, the economy appeared to have no clear
direction. Some analysts, convinced by numbers that showed a low fourth quarter
growth rate, said the slow-growth, low-inflation scenario should continue.
Others, looking at better-than-expected employment statistics, saw the
possibility of inflation on the horizon.

Clearly, an increase in inflation would not benefit the economy or most types of
investments, including growth stocks. But we tend to discount this possibility,
believing instead in a basic axiom of growth investing: Companies that are
growing their sales and earnings are going to increase in value.

We believe that our focus on high-quality, reasonably priced growth stocks has
served investors well in the past and should continue to produce solid,
long-term performance.

Sincerely,

/s/James B. Hawkes
- -----------------------------
   James B. Hawkes
   President
   April 9, 1996
<PAGE>
                              Management Discussion

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

Q.  PETER, HOW DO YOU CHOOSE THE STOCKS THAT ARE IN THE PORTFOLIO?

A.  As I've mentioned in past reports, we select the stocks for the Portfolio
    company by company. We're looking for quality companies that have growing
    revenues and earnings and that can be bought at reasonable prices.

Q.  DOES THE PORTFOLIO STILL FAVOR FINANCIAL STOCKS?

A.  Yes. While the Portfolio includes the stocks of companies from many
    industries, a number of the really attractive growth stocks were in the
    financial sector. We didn't have a preconceived notion that this sector
    should be the most heavily weighted in the Portfolio, but that's how it
    turned out. Overall, our stocks in the financial sector did well during this
    period, in part because interest rates dropped and in part because they
    represent solid, growing companies.

    For example, American International Group is one of our largest holdings.
    This company is the biggest commercial insurer in the United States. Its
    business continues to be very strong, particularly life insurance business
    from Pacific Rim countries. AIG is the only foreign insurance company
    licensed in China, and it is doing well in that country. AIG, by the way,
    was up 20.2% during this six-month period.

Q.  IN YOUR VIEW, WHAT ARE SOME OF THE MORE ATTRACTIVE HOLDINGS IN THE
    PORTFOLIO?

A.  Astra AB is the largest holding and a very attractive one. This is a Swedish
    pharmaceutical company whose stock is relatively underowned and
    underfollowed in the United States. As a matter of fact, it's going to be
    listed soon on the New York Stock Exchange. The company's principal product,
    an anti-ulcer medicine, is selling well and is a major attraction of this
    stock. Astra also has a joint marketing agreement with Merck, the U.S.
    pharmaceutical giant, that should create increased profits for some time to
    come. Astra's share price increased by 38.6% during the six-month period.

    Another company with strong prospects is Sofamor Danek Group, Inc. This is a
    medical products manufacturer that provides products used in spinal surgery.
    For quite some time, the company's prospects have been diminished by
    regulatory and legal issues, but those seem to be resolving themselves in
    the company's favor, and its revenues and earnings have been reflecting that
    change. In the six months ending February 29, 1996, this stock was up 31.8%.

Q.  ARE THERE ANY LONG-TERM TRENDS THAT HAVE INFLUENCED YOUR SELECTION OF
    STOCKS?

A.  Generally, we don't try to pick stocks based on economic trends, but we did
    purchase the stocks of two strong companies for the Portfolio based on what
    we see as a global trend. There appears to be a growing demand worldwide for
    food, and that means investments in companies that help contribute to
    agriculture should do well. In the Portfolio, we've purchased stock in Deere
    & Co., the largest agricultural equipment company in the world. We also
    bought stock in Potash Corporation of Saskatchewan, Inc., which is the
    global leader in potash production and number-three manufacturer of
    phosphates, two of the three components of fertilizer.

Q.  ARE THERE ANY NEW STOCKS IN THE PORTFOLIO THAT YOU FIND ESPECIALLY
    INTERESTING?

A.  Yes. Pfizer Inc. continues to be a first-class pharmaceutical company with
    one of the best pipelines of new drug products. Strong new product
    development means that Pfizer's growth is likely to be among the best of the
    U.S. drug companies.

    International Business Machines (IBM) is a well-known company that has
    undergone tremendous change, spurred on by new top-level management. IBM
    generates enormous amounts of cash and has positioned itself to take
    advantage of business and consumer demand for its products. We were able to
    buy this stock at a price that we considered cheap.

    Finally, Lowe's Companies, Inc. operates discount home improvement stores in
    the Southeast. After an unexciting 1995, during which earnings were under
    pressure from a slowdown in housing turnover, revenues are off to a strong
    start in 1996. Lowe's competes with Home Depot, whose stock also is in the
    Portfolio.

Q.  HOW DO YOU FEEL GROWTH STOCKS WILL FARE DURING THE REST OF THE YEAR?

A.  No one can predict the future, but we feel that a portfolio of strong,
    growing, reasonably priced stocks is a good investment for the future and is
    less likely to be hurt by an economic slowdown. While past trends don't
    guarantee future results, I believe growth stocks should continue to provide
    good opportunities for investors who are patient.

- --------------------------------------------------------------------------------
                              A continuing emphasis on
                          above-average earnings growth...
                        The Portfolio's 10 Largest Holdings*:
  
             Company                         Business
  Astra AB A...........................  Drugs
  Sofamor Danek Group, Inc.............  Medical equipment
  American International Group.........  Insurance
  Anadarko Petroleum. .................  Oil
  Reuters Holdings PLC.................  Business services
  Omnicom Group........................  Advertising
  Xerox Corp...........................  Business products
  PepsiCo Inc..........................  Beverages, foods
  MEMC Electronic Materials Inc. ....... Semiconductors
  Allstate Corp........................  Insurance
  
  *The holdings above represented 36.1% of the Portfolio's 
   investments by market value as of 2/29/96.
- -----------------------------------------------------------------
<PAGE>
                            EV CLASSIC GROWTH FUND
                             FINANCIAL STATEMENTS

                     STATEMENT OF ASSETS AND LIABILITIES
- -------------------------------------------------------------------------------
                        February 29, 1996 (Unaudited)
- -------------------------------------------------------------------------------
ASSETS:
  Investment in Growth Portfolio (Portfolio), at value (Note 1A)    $887,009
  Receivable for Fund shares sold                                      1,362
  Receivable from administrator (Note 6)                              20,505
  Deferred organization expenses (Note 1D)                            27,936
                                                                    --------
      Total assets                                                  $936,812

LIABILITIES:

  Payable to affiliate --
    Trustees' fees                                         $    23
  Accrued expenses                                          46,684
                                                           -------
      Total liabilities                                               46,707
                                                                    --------
NET ASSETS for 71,788 shares of beneficial interest outstanding     $890,105
                                                                    ========
SOURCES OF NET ASSETS:
  Paid-in capital                                                   $691,945
  Accumulated net realized loss on investments                        (2,279)
  Net unrealized appreciation of investments from Portfolio          200,439
                                                                    --------
      Total net assets                                              $890,105
                                                                    ========
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
  ($890,105 / 71,788 shares of beneficial interest outstanding)      $12.40
                                                                     ======

<PAGE>
                           STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------
              For the six months ended February 29, 1996 (Unaudited)
- ------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 1B):
  Dividend income allocated from Portfolio                            $ 4,433
  Interest income allocated from Portfolio                                965
  Expenses allocated from Portfolio                                    (2,660)
                                                                      -------
      Total investment income                                         $ 2,738

  Expenses --
    Compensation of Trustees not members of the Investment
    Adviser's organization (Note 6)                          $    23
    Custodian fees (Note 6)                                    1,500
    Distribution and service fees (Note 4)                     3,743
    Transfer and dividend disbursing agent fees                  420
    Printing and postage                                      10,315
    Legal and accounting services                              5,031
    Registration fees                                          4,745
    Amortization of organization expenses (Note 1D)            3,822
    Miscellaneous                                              1,262
                                                             -------
      Total expenses                                          30,861
    Deduct --
      Preliminary allocation of expenses by administrator
       (Note 6)                                               20,505
                                                             -------
        Net expenses                                                   10,356
                                                                      -------
          Net investment loss                                         $(7,618)

REALIZED AND UNREALIZED GAIN FROM PORTFOLIO:
  Net realized gain on investment transactions (identified
    cost basis)                                              $15,089
  Change in unrealized appreciation of investments            74,706
                                                             -------
        Net realized and unrealized gain on investments                89,795
                                                                      -------
          Net increase in net assets resulting from operations        $82,177
                                                                      =======






    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 29, 1996    YEAR ENDED
                                                (UNAUDITED)    AUGUST 31, 1995*
                                             ----------------- ----------------
INCREASE (DECREASE) IN NET ASSETS:
  From operations --
    Net investment loss                           $ (7,618)       $(10,994)
    Net realized gain from Portfolio                15,089          25,651
    Change in unrealized appreciation from
      Portfolio                                     74,706         125,733
                                                  --------        --------
      Net increase in net assets from operations  $ 82,177        $140,390
                                                  --------        --------
  Distributions to shareholders --
    From net realized gain on investments         $(15,089)       $  --
    In excess of realized gain on investments      (17,855)          --
                                                  --------        --------
      Total distributions to shareholders         $(32,944)       $  --
                                                  --------        --------
  Net increase in net assets from Fund share
    transactions (Note 2)                         $240,173        $460,299
                                                  --------        --------
      Net increase in net assets                  $289,406        $600,689

NET ASSETS:
  At beginning of period                           600,699              10
                                                  --------        --------
  At end of period                                $890,105        $600,699
                                                  ========        ========

*For the period from the start of business, November 7, 1994, to August 31, 
 1995.



    The accompanying notes are an integral part of the financial statements

<PAGE>


                              FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------
                                         SIX MONTHS ENDED
                                         FEBRUARY 29, 1996     YEAR ENDED
                                            (UNAUDITED)     AUGUST 31, 1995++
                                         -----------------  -----------------

FINANCIAL HIGHLIGHTS (for a share
  outstanding throughout the period)
NET ASSET VALUE --  Beginning of period       $ 11.680           $ 10.000
                                              --------           --------

INCOME FROM INVESTMENT OPERATIONS:
  Net investment loss                         $(0.106)           $ (0.214)
  Net realized and unrealized gain on
    investments                                 1.336               1.894
                                                -----            --------
      Total income from investment operations   1.230               1.680
                                                -----            --------
LESS DISTRIBUTIONS:
  From net realized gain                      $(0.510)           $   --
                                              -------            --------
      Total distributions                     $(0.510)           $   --
                                              -------            --------
NET ASSET VALUE -- End of period              $12.400            $ 11.680
                                              =======            ========

TOTAL RETURN**                                 10.88%              16.80%

RATIOS/SUPPLEMENTAL DATA: (as a percentage of
  average net assets):*
  Expenses(1)                                   3.48%+              3.47%+
  Net investment loss                         (2.03)%+            (2.17)%+
  NET ASSETS AT END OF PERIOD
    (000'S OMITTED)                           $   890            $    601

*The expenses related to the operation of the Fund reflect an 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:

NET INVESTMENT INCOME PER SHARE                (0.392)            $ 0.648
                                               ======             =======
RATIOS (to averge daily net assets)
  Expenses(1)                                   8.95%+             12.21%+
  Net investment loss                         (7.50)%+           (10.90)%+

(1)Includes the Fund's share of Growth Portfolio's allocated expenses.
 **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. Total return is computed on a
   non-annualized basis.
  +Computed on an annualized basis.
 ++For the period from the start of business, November 7, 1994, to August 31,
   1995.


    The accompanying notes are amn integral part of the financial statements

<PAGE>
                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)

(1) SIGNIFICANT ACCOUNTING POLICIES
EV Classic 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 (0.6% at February
29, 1996). 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 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, option 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. Dividend income may include dividends that represent
returns of capital for federal tax purposes.

F. 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 in excess of accumulated
net realized gains.

G. INTERIM FINANCIAL INFORMATION -- The interim financial statements relating
to February 29, 1996 and for the six month 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.
<PAGE>

- ------------------------------------------------------------------------------
(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) were as
follows:

                                       SIX MONTHS
                                          ENDED
                                    FEBRUARY 29, 1996         YEAR ENDED
                                       (UNAUDITED)         AUGUST 31, 1995*
                                   -------------------  ----------------------
                                    SHARES    AMOUNT     SHARES      AMOUNT
                                   -------   --------   --------   ----------
Sales                               20,598   $243,670    157,048   $1,627,182
Issued to shareholders electing
  to receive payment of
  distribution in Fund shares        2,294     26,341       --          --
Redemptions                         (2,544)   (29,838)  (105,609)  (1,166,883)
                                   -------   --------   --------   ----------
    Net increase                    20,348   $240,173     51,439   $  460,299
                                    ======   ========     ======   ==========
- ------------------------------------------------------------------------------
(3) INVESTMENT TRANSACTIONS
Increases and decreases in the Fund's investment in the Portfolio aggregated
$288,048 and $57,513 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) 6.25% 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. EVD earned $2,807 for the six months
ended February 29, 1996, representing 0.75% (annualized) of daily average net
assets. At February 29, 1996, the amount of Uncovered Distribution Charges of
EVD calculated under the Plan was approximately $118,824.

  In addition, the Plan provides that the Fund may 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 of the Fund have initially implemented this provision of the Plan by
authorizing the Fund to make payments of service fees to the Principal
Underwriter, Authorized Firms and other persons in each fiscal year of the Fund
in amounts not exceeding 0.25% (per annum) of the Fund's average daily net
assets. Provision for service fee payments for the period ended February 29,
1996 amounted to $936. Such payments were made for personal services and/or
maintenance of shareholder accounts. 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
Shares purchased on or after January 30, 1995 and redeemed during the first year
after purchase (except shares acquired through the reinvestment of
distributions) generally will be subject to a contingent deferred sales charge
at a rate of one percent of redemption proceeds, exclusive of all reinvestments
and capital appreciation in the account. No contingent deferred sales charge is
imposed on exchanges for shares of other funds in the Eaton Vance Classic Group
of Funds or Eaton Vance Money Market Fund which are distributed with a
contingent deferred sales charge. EVD received approximately $6 of CDSC paid by
shareholders for the six months ended February 29, 1996.
- ------------------------------------------------------------------------------
(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, $20,505 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) serves as custodian of the Fund and the
Portfolio. Prior to November 10, 1995, IBT was an affiliate of EVM. 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.
<PAGE>

                                GROWTH PORTFOLIO
                            PORTFOLIO OF INVESTMENTS
                                FEBRUARY 29, 1996
                                   (UNAUDITED)
- ------------------------------------------------------------------------------
                              COMMON STOCKS - 96.5%
- ------------------------------------------------------------------------------
                                                 SHARES         VALUE
- ------------------------------------------------------------------------------
ADVERTISING - 3.4%
Omnicom Group, Inc.                             120,000      $  4,905,000
  The parent company of DDB Needham                          ------------
  Worldwide and BBDO Worldwide, two full
  service advertising agency networks.

BEVERAGES - 3.0%
PepsiCo, Inc.                                    70,000      $  4,427,500
  Global soft drink producer with                            ------------
  businesses in snack foods and fast food
  restaurants.

BROADCASTING & ENTERTAINMENT - 3.0%
Seagram Co. Ltd.                                 80,000      $  2,750,000
  A leading global producer and marketer
  of liquor which acquired 80% of MCA,
  Inc., a major factor in the
  entertainment industry.

Viacom Inc. Class B                              40,000         1,570,000
  A diversified media/entertainment
  company with major positions in motion
  pictures, theme parks, publishing,
  network broadcoasting and video
  retailing.
                                                             ------------
                                                             $  4,320,000
                                                             ------------
BUSINESS PRODUCTS AND SERVICES - 10.3%
Danka Business Systems PLC ADR                   50,000      $  2,187,500
  Independent distributor of automated
  office equipment, principally
  photocopiers, and related service
  contracts.
International Business Machines Corp.            25,000         3,065,625
  The world's largest supplier of
  hardware, software and support services
  in the information processing industry.
Reuters Holdings PLC                             80,000         5,160,000
  Worldwide provider of proprietary
  financial data and information.
Xerox Corp.                                      35,000         4,558,750
  The dominant producer of high end
  document processing machines.
                                                             ------------
                                                             $ 14,971,875
                                                             ------------
CHEMICALS - 1.2%
Praxair Inc.                                     50,000      $  1,725,000
  The largest producer of industrial gases                   ------------
  in North and South America.

COMPUTER EQUIPMENT AND SERVICES - 4.7%
Automatic Data Processing, Inc.                  80,000      $  3,100,000
  The leading independent computing and
  payroll processing services firm in the U.S.

General Motors Corp. Class E                     65,000      $  3,713,125
  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.
                                                             ------------
                                                             $  6,813,125
                                                             ------------
DRUGS & HEALTH CARE SERVICES -- 14.1%
American Home Products                           30,000      $  2,955,000
  Leading manufacturer of prescription
  drugs, medical supplies and diagnostics,
  as well as agricultural herbicides
  and consumer medications and branded
  food products.

Astra AB A Free Shares*                         175,000         8,036,928
  Swedish based international
  pharmaceutical firm with drugs for the
  control of ulcers and asthma.

Pfizer Inc.                                      55,000         3,623,125
  A large international ethical
  pharmaceutical manufacturer with
  important positions in hospital products
  and animal health.

Sofamor Danek Group, Inc.*                      180,000         5,872,500
  The dominant supplier of spinal implant
  devices used in surgical treatment of
  spinal diseases and deformities.

                                                             ------------
                                                             $ 20,487,553

                                                             ------------
ELECTRICAL EQUIPMENT - 2.0%
AMP Inc.                                         70,000      $  2,983,750
  The leading world wide producer of                         ------------
  electrical and electronic connector,
  switching and programming devices.

ELECTRONIC INSTRUMENTATION - 3.3%
Millipore Corp.                                  70,000      $  3,106,250
  Products use membrane separations
  technology to analyze and purify fluids
  for a variety of high tech industries.

Teradyne Inc.                                    80,000         1,630,000
  The largest supplier of automatic test
  equipment for semiconductor
  manufacturers, circuit board
  manufacturers and telephone line
  operators.

                                                             ------------
                                                             $  4,736,250
                                                             ------------
FINANCIAL SERVICES - 10.4%
Advanta Corp.                                    70,000      $  3,150,000
  Originates and services consumer loans,
  primarily through direct marketing of
  Visa and MasterCharge credit cards.

Federal National Mortgage Association           120,000         3,795,000
  U.S. Government sponsored mortgage
  lender and provider of secondary
  mortgage market.

Franklin Resources Inc.                          50,000      $  2,881,250
  Provides investment management and
  related services to a family of equity
  and fixed income mutual funds.

MBNA Corp.                                       75,000         2,118,750
  Dominant issuer of MasterCard/Visa
  credit cards to affinity groups.

MGIC Investment Corp. Wisc.                      55,000         3,203,750
  The leading provider of private mortgage
  insurance coverage to U.S. banks and
  other mortgage suppliers.
                                                             ------------
                                                             $ 15,148,750
                                                             ------------
HOTELS AND RESTAURANTS -  1.8%
Circus Circus Enterprises, Inc.                  80,000      $  2,550,000
  Major operator of theme related gaming                     ------------
  facilities including 10 casino-hotels in
  Nevada.

HOUSEHOLD PRODUCTS - 2.6%
Gillette Co.                                     70,000      $  3,788,750
  A global company with internationally                      ------------
  recognized brands in razors and blades,
  small appliances, cosmetics, dental and
  other consumer products.

INSURANCE - 8.8%
Allstate Corp.                                   95,000      $  4,073,125
  Leading underwriter of automotive and
  homeowners insurance as well as a life
  insurance carrier.

American International Group, Inc.               60,000         5,797,500
  One of the world's leading insurance
  companies, operating in 130 countries.

Progressive Corp., Inc.                          65,000         2,990,000
  Underwriter of non-standard automobile
  and other specialty personal lines of
  insurance.

                                                             ------------
                                                             $ 12,860,625
                                                             ------------
MACHINERY - 2.4%
Deere & Co                                       90,000      $  3,521,250
  The largest agricultural equipment                         ------------
  company and also producer of earthmoving
  and forestry machinery.

METALS & MINING - 5.0%
Freeport McMoRan Copper & Gold, Inc.            100,000      $  3,200,000
  Operator of third largest copper mine in
  the world with world's largest gold
  reserves.

Nucor Corp.                                      35,000         1,885,625
  Fourth largest US steel company and
  largest US minimill.

Potash Corp. of Saskatchewan                     30,000         2,227,500
  The global leader of potash production
  and number three in phosphates, two of
  the three components of fertilizer 
  nutrients.

                                                             ------------
                                                             $  7,313,125
                                                             ------------
OIL - 6.0%
Anadarko Petroleum Corp.                        100,000      $  5,450,000
  Leading independent natural gas and
  crude oil production company.

Triton Energy Corp.                              65,000         3,225,625
  Independent oil and gas producer with
  major developments in Columbia and
  Thailand.
                                                             ------------
                                                             $  8,675,625
                                                             ------------
PHOTOGRAPHY -- 2.5%
Eastman Kodak Co.                                50,000      $  3,575,000
  Largest producer of photographic                           ------------
  products in the world.

PUBLISHING - 2.1%
McGraw Hill Inc.                                 35,000      $  3,058,124
  Supplies informational products and                        ------------
  services for businesses, education and
  industry through a broad range of media.

RETAILING - 2.9%
Home Depot, Inc.                                 40,000      $  1,730,000
  A chain of do-it-yourself warehouse
  style stores.

Lowes Companies                                  80,000         2,480,000
  Operator of discount stores that cater
  to home building and the home
  improvement market.
                                                             ------------
                                                             $  4,210,000
                                                             ------------
SEMICONDUCTORS - 5.2%
Intel Corp.                                      60,000      $  3,528,750
  A manufacturer of semiconductors and
  other microcomputer components and
  systems which comprise the heart of the
  personal computer.

MEMC Electronic Materials, Inc.                 120,000         4,080,000
  Worldwide producer of silicon wafers
  used in the production of
  semiconductors.
                                                             ------------
                                                             $  7,608,750
                                                             ------------
TELEPHONE UTILITIES - 1.8%
Frontier Corp.                                   85,000      $  2,550,000
  Frontier is a local (half Rochester, NY                    ------------
  and half other states) phone company and
  the fifth largest long distance carrier.

    TOTAL COMMON STOCKS
    (IDENTIFIED COST, $100,960,599)                          $140,230,052
                                                             ------------
- ------------------------------------------------------------------------------
                     SHORT-TERM OBLIGATION - 3.4%
- ------------------------------------------------------------------------------
                                            FACE AMOUNT
                                            (000 OMITTED)        VALUE
- ------------------------------------------------------------------------------
Prudential Funding Corp., 5.43s, 3/1/96           4,920      $  4,920,000
                                                             ------------
    TOTAL SHORT-TERM OBLIGATION, AT
      AMORTIZED COST                                         $  4,920,000
                                                             ------------
    TOTAL INVESTMENTS
      (IDENTIFIED COST, $105,880,599)                        $145,150,052

    OTHER ASSETS, LESS LIABILITIES  - 0.1%                   $   186,827
                                                             ------------
    NET ASSETS  - 100%                                       $145,336,879
                                                             ============
                                                         
*Non-income producing security.

                 The accompanying notes are an integral part
                           of the financial statements
<PAGE>
                              FINANCIAL STATEMENTS

                       STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------
                          February 29, 1996 (Unaudited)
- ------------------------------------------------------------------------------
ASSETS:
  Investments, at value (Note 1A) (identified cost,
    $105,880,599)                                               $145,150,052
  Cash                                                                 1,310
  Dividends receivable                                               189,498
  Deferred organization expenses (Note 1C)                            11,196
                                                                ------------
      Total assets                                              $145,352,056

LIABILITIES:
  Payable to affiliate --
    Trustees' fee                                      $ 2,170
  Accrued expenses                                      13,007
                                                       -------
      Total liabilities                                               15,177
                                                                ------------
NET ASSETS applicable to investors' interest in Portfolio       $145,336,879
                                                                ============
SOURCES OF NET ASSETS:
  Net proceeds from capital contributions and withdrawals       $106,067,426
  Unrealized appreciation of investments (computed on
    the basis of identified cost)                                 39,269,453
                                                                ------------
      Total                                                     $145,336,879
                                                                ============


   The accompanying notes are an integral part of the financial statements
<PAGE>

                             STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------
            For the six months ended February 29, 1996 (Unaudited)
- ------------------------------------------------------------------------------
INVESTMENT INCOME:
  Income --
    Dividends                                                       $   827,613
    Interest                                                            180,544
                                                                    -----------
        Total income                                                $ 1,008,157

  Expenses --
    Investment adviser fee (Note 2)                    $   433,594 
    Compensation of Directors not members of the                   
      Investment Adviser's organization (Note 2)             2,844 
    Custodian fees (Note 2)                                 44,252 
    Legal and accounting services                           13,560 
    Amortization of organization expenses (Note 1C)          1,638 
    Miscellaneous                                            2,090 
                                                       ----------- 
      Total expenses                                                    497,978
                                                                    -----------
        Net investment income                                       $   510,179
                                                                   
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:                       
  Net realized gain on investment transactions                     
   (identified cost basis)                             $ 2,997,806 
  Change in unrealized appreciation of investments      13,252,772 
                                                       ----------- 
      Net realized and unrealized gain on investments                16,250,578
                                                                    -----------
        Net increase in net assets from operations                  $16,760,757
                                                                    ===========


   The accompanying notes are an integral part of the financial statements


<PAGE>


                       STATEMENT OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------
                                        SIX MONTHS ENDED
                                          FEBRUARY 29,          YEAR ENDED
                                              1996              AUGUST 31,
                                           (UNAUDITED)             1995
                                        ----------------     ----------------
INCREASE IN NET ASSETS:
  From operations --
    Net investment income                 $    510,179       $    846,704
    Net realized gain on investment
      transactions                           2,997,806          1,358,348
    Change in unrealized
      appreciation of investments           13,252,772         16,976,967
                                          ------------       ------------
      Increase in net assets from
        operations                        $ 16,760,757       $ 19,182,019
                                          ------------       ------------
  Capital transactions --
    Contributions                         $  4,900,173       $ 48,765,499
    Withdrawals                            (10,326,651)       (65,480,787)
                                          ------------       ------------
      Decrease in net assets
        resulting from capital
        transactions                      $ (5,426,478)      $(16,715,288)
                                          ------------       ------------
        Total increase in net assets      $ 11,334,279       $  2,466,731

NET ASSETS:
  At beginning of period                   134,002,600        131,535,869
                                           -----------       ------------
  At end of period                        $145,336,879       $134,002,600
                                          ============       ============





- ------------------------------------------------------------------------------
                               SUPPLEMENTARY DATA
- ------------------------------------------------------------------------------
                                    SIX MONTHS ENDED     YEAR ENDED AUGUST 31,
                                    FEBRUARY 29, 1996    ----------------------
                                       (UNAUDITED)        1995           1994*
                                    -----------------     ----           -----
RATIOS (As a percentage of
 average net assets):
  Expenses                               0.72%+           0.73%         0.73%+
  Net investment income                  0.74%+           0.67%         0.66%+

PORTFOLIO TURNOVER                         33%              84%            4%
AVERAGE COMMISSION RATE PAID**           0.14%

 +Computed on an annualized basis.
 *For the period from the start of business, August 2, 1994, to August 31, 1994.
**Average commission rate paid is computed by dividing the total dollar amount
  of commissions paid during the fiscal year by the total number of shares
  purchased and sold during the fiscal year for which commissions was charged.
  Amount is computed on a non-annualized basis.




    The accompanying notes are an integral part of the financial statements

<PAGE>

                         NOTES TO FINANCIAL STATEMENTS
                               FEBRUARY 29, 1996
                                  (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.

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.

F. INTERIM FINANCIAL INFORMATION -- The interim financial statements relating
to February 29, 1996 and for the six month 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) 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 29, 1996, the fee was equivalent to 0.625% of the Portfolio's average
net assets for such period and amounted to $433,594. 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) serves as custodian
of the Portfolio. Prior to November 10, 1995, IBT was an affiliate of EVM.
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. Trustees of the Portfolio that
are not affiliated with the Investment Adviser may elect to defer receipt of all
or a portion of their annual fees in accordance with the terms of the Trustees
Deferred Compensation Plan. For the six months ended February 29, 1996 no
significant amounts have been deferred.

- ------------------------------------------------------------------------------
(3) PURCHASES AND SALES OF INVESTMENTS
Purchases and sales of investments, other than short term obligations,
aggregated $43,499,277 and $51,664,802, respectively.

- ------------------------------------------------------------------------------
(4) FEDERAL INCOME TAX BASIS OF INVESTMENTS
The cost and unrealized appreciation/depreciation in value of the investments
owned at February 29, 1996, as computed on a federal income tax basis, are as
follows:

Aggregate cost                                                   $105,880,599
                                                                 ============
Gross unrealized appreciation                                    $ 39,771,279
Gross unrealized depreciation                                        (501,826)
                                                                  -----------
    Net unrealized appreciation                                  $ 39,269,453
                                                                 ============
- ------------------------------------------------------------------------------
(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 a $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 29, 1996, the Fund
did not have an outstanding balance pursuant to the line of credit.
<PAGE>
                             INVESTMENT MANAGEMENT

EV CLASSIC        OFFICERS                  INDEPENDENT TRUSTEES
GROWTH            JAMES B. HAWKES           DONALD R. DWIGHT
FUND              President, Trustee        President,
24 Federal Street M. DOZIER GARDNER         Dwight Partners, Inc.
Boston, MA 02110  Vice President              Chairman, Newspapers of
                  WILLIAM D. BURT             New England, Inc.
                  Vice President            SAMUEL L. HAYES, III
                  BARCLAY TITTMAN           Jacob H. Schiff Professor of       
                  Vice President            Investment Banking, Harvard
                  JAMES L. O'CONNOR         University Graduate School of
                  Treasurer                 Business Administration
                  THOMAS OTIS               NORTON H. REAMER
                  Secretary                 President and Director, United Asset
                                            Management Corporation             
                                            JOHN L. THORNDIKE                  
                                            Vice President and Director,
                                            Fiduciary Company Incorporated    
                                            JACK L. TREYNOR                    
                                            Investment Adviser and Consultant  
                  --------------------------------------------------------------
                  OFFICERS                  INDEPENDENT TRUSTEES
GROWTH            JAMES B. HAWKES           DONALD R. DWIGHT
PORTFOLIO         President, Trustee        President,
24 Federal Street M. DOZIER GARDNER         Dwight Partners, Inc.
Boston, MA 02110  Vice President              Chairman, Newspapers of
                  PETER F. KIELY              New England, Inc.
                  Vice President and        SAMUEL L. HAYES, III
                  Portfolio Manager         Jacob H. Schiff Professor of  
                  JAMES L. O'CONNOR         Investment Banking, Harvard 
                  Treasurer                 University Graduate School of 
                  THOMAS OTIS               Business Administration  
                  Secretary                 NORTON H. REAMER 
                                            President and Director, United Asset
                                            Management Corporation             
                                            JOHN L. THORNDIKE                  
                                            Vice President and Director,
                                            Fiduciary Company Incorporated    
                                            JACK L. TREYNOR                    
                                            Investment Adviser and Consultant  





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