EATON VANCE PENNSYLVANIA MUNICIPAL INCOME TRUST, 497, 1999-01-28

EATON VANCE PENNSYLVANIA MUNICIPAL INCOME TRUST
497, 1999-01-28

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<PAGE> 1

[EATON VANCE LOGO]

2,300,000 SHARES

EATON VANCE PENNSYLVANIA MUNICIPAL INCOME TRUST
------------------------
Eaton Vance Pennsylvania Municipal Income Trust (the "Trust") is a newly
organized closed-end fund. The Trust's investment objective is to provide
current income exempt from regular federal income tax and Pennsylvania state and
local taxes in the form of an investment exempt from Pennsylvania personal
property taxes. This income will be earned by investing primarily in investment
grade Pennsylvania municipal securities. The Trust may also invest a portion of
its assets in higher risk, higher yielding municipal securities of lesser
quality. The Trust's net asset value and distribution rate will vary, and may be
affected by several factors, including changes in interest rates and the credit
quality of Pennsylvania municipal issuers. Fluctuations in net asset value may
be magnified as a result of the Trust's use of leverage, which may be a
speculative investment technique. An investment in the Trust may not be
appropriate for all investors, particularly those subject to the federal
alternative minimum tax. The Trust is designed for investors who are residents
of Pennsylvania for tax purposes. Closed-end fund shares often trade at a
discount to their net asset value. There is no assurance that the Trust will
achieve its investment objective. See "Investment Objective, Policies and Risks"
beginning at page 9.

The Trust's investment adviser is Eaton Vance Management ("Eaton Vance" or
the "Adviser"). Eaton Vance manages 45 different municipal bond funds with
combined assets of about $7.5 billion.

(continued on the following page)

<TABLE>
<CAPTION>
Per Share Total
--------- -----
<S> <C> <C>
Public Offering Price.............................. $15.00 $34,500,000
Underwriting Discounts............................. None None
Proceeds, before expenses, to the Trust............ $15.00 $34,500,000
</TABLE>

Eaton Vance or an affiliate will pay all Trust offering expenses that
exceed $0.03 per Share. It is expected that delivery of the Shares will be made
in New York City on or about January 29, 1999.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------
PAINEWEBBER INCORPORATED
A.G. EDWARDS & SONS, INC.
PRUDENTIAL SECURITIES INCORPORATED
SALOMON SMITH BARNEY
FAHNESTOCK & CO. INC.
JANNEY MONTGOMERY SCOTT INC.
------------------------
THE DATE OF THIS PROSPECTUS IS JANUARY 26, 1999
<PAGE> 2

(continued from cover page)

The Trust is offering shares of beneficial interest, par value $0.01 per
share ("Shares"). The Underwriters may also purchase up to an additional 345,000
Shares at the public offering price within 45 days from the date of this
Prospectus. Assuming these additional Shares are purchased, the total proceeds
to the Trust would be $39,675,000. Eaton Vance or an affiliate (not the Trust)
from its own assets will pay a commission to the Underwriters in the amount of
4.50% of the Public Offering Price per Share for the sale of the Shares.
Offering expenses of $69,000 ($79,350 if the Underwriters' over-allotment option
is exercised in full) will be deducted from net proceeds. Offering expenses
include $14,025 payment to the Underwriters in partial reimbursement of their
expenses. Eaton Vance or an affiliate will pay all Trust offering expenses that
exceed $0.03 per Share.
Prior to this offering, there has been no market for the Shares. The Shares
have been approved for listing, subject to notice of issuance, on the American
Stock Exchange under the symbol "EVP." The shares of closed-end investment
companies, such as the Trust, have frequently traded at a discount to their net
asset values. Investors in this offering should note that the Shares may
likewise trade at a discount to net asset value. This risk may be greater for
investors who sell their Shares in a relatively short period after completion of
the public offering.
The Trust expects to use financial leverage through the issuance of
preferred shares, initially equal to approximately 35% of its total assets
(including the amount obtained through leverage). The Trust intends to use
leverage if it is expected to result in higher income to Shareholders over time.
Use of financial leverage creates an opportunity for increased income but, at
the same time, creates special risks. There can be no assurance that a
leveraging strategy will be successful. SEE "INVESTMENT OBJECTIVE, POLICIES AND
RISKS -- USE OF LEVERAGE AND RELATED RISKS" AT PAGE 12 AND "DESCRIPTION OF
CAPITAL STRUCTURE" AT PAGE 21.
This Prospectus sets forth concisely information you should know before
investing in the Shares of the Trust. Please read and retain this Prospectus for
future reference. A Statement of Additional Information dated January 26, 1999,
has been filed with the Securities and Exchange Commission ("SEC") and can be
obtained without charge by calling 1-800-225-6265 or by writing to the Trust. A
table of contents to the Statement of Additional Information is located at page
28 of this Prospectus. This Prospectus incorporates by reference the entire
Statement of Additional Information. The Statement of Additional Information is
available along with other Trust-related materials at the SEC's internet web
site (http://www.sec.gov). The Trust's address is 24 Federal Street, Boston,
Massachusetts 02110 and its telephone number is 1-800-225-6265.
The Trust's Shares do not represent a deposit or obligation of, and are not
guaranteed or endorsed by, any bank or other insured depository institution, and
are not federally insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board or any other government agency.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary....................... 1
Trust Expenses........................... 8
The Trust................................ 9
Use of Proceeds.......................... 9
Investment Objective, Policies and
Risks.................................. 9
Management of the Trust.................. 17
Distributions and Taxes.................. 18
Dividend Reinvestment Plan............... 20
Description of Capital Structure......... 21
</TABLE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Underwriting............................. 25
Shareholder Servicing Agent, Custodian
and Transfer Agent..................... 27
Legal Opinions........................... 27
Additional Information................... 28
Table of Contents for the Statement of
Additional Information................. 28
Trustees of the Trust.................... 28
</TABLE>

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
NEITHER THE TRUST NOR THE UNDERWRITERS HAVE AUTHORIZED ANY OTHER PERSON TO
PROVIDE YOU WITH DIFFERENT INFORMATION. IF ANYONE PROVIDES YOU WITH DIFFERENT OR
INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON IT. NEITHER THE TRUST NOR THE
UNDERWRITERS ARE MAKING AN OFFER TO SELL THESE SECURITIES IN ANY JURISDICTION
WHERE THE OFFER OR SALE IS NOT PERMITTED. YOU SHOULD ASSUME THAT THE INFORMATION
APPEARING IN THIS PROSPECTUS IS ACCURATE AS OF THE DATE ON THE FRONT COVER ONLY.

ii
<PAGE> 3

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by reference to the more
detailed information included elsewhere in this Prospectus and the Statement of
Additional Information.

THE TRUST..................... Eaton Vance Pennsylvania Municipal Income Trust
(the "Trust") is a newly organized closed-end
fund. The Trust offers investors the
opportunity to receive current income exempt
from regular federal income tax and
Pennsylvania state and local taxes in the form
of an investment exempt from Pennsylvania
personal property taxes through a
professionally managed portfolio of
Pennsylvania municipal obligations. Investments
are based on Eaton Vance Management's ("Eaton
Vance" or the "Adviser") research and ongoing
credit analysis, the underlying materials for
which are generally not available to individual
investors. An investment in the Trust may not
be appropriate for all investors, particularly
those subject to the federal alternative
minimum tax, there is no assurance that the
Trust will achieve its investment objective.
The Trust is designed for investors who are
residents of Pennsylvania for tax purposes.

THE OFFERING.................. The Trust is offering 2,300,000 shares of
beneficial interest, par value $0.01 per share
(the "Shares"), through a group of underwriters
(the "Underwriters") led by PaineWebber
Incorporated, A.G. Edwards & Sons, Inc.,
Prudential Securities Incorporated, Salomon
Smith Barney Inc., Fahnestock & Co. Inc. and
Janney Montgomery Scott Inc. The Underwriters
have been granted an option to purchase up to
345,000 additional Shares solely to cover
over-allotments, if any. The initial public
offering price is $15.00 per share. The minimum
purchase in this offering is 100 Shares
($1,500).

NO SALES CHARGE............... The Shares will be sold in the initial public
offering without any sales load or underwriting
discounts payable by investors or the Trust.
Eaton Vance or an affiliate (not the Trust)
from its own assets will pay a commission to
the Underwriters in connection with sales of
the Shares in this offering. See
"Underwriting."

INVESTMENT OBJECTIVE AND
POLICIES.................... The Trust's investment objective is to provide
current income exempt from regular federal
income tax and Pennsylvania state and local
taxes in the form of an investment exempt from
Pennsylvania personal property taxes.
Securities will be purchased and sold in an
effort to maintain a competitive yield and to
enhance return based upon the relative value of
the securities available in the marketplace.

During normal market conditions substantially
all of the Trust's total assets (at least 80%)
will be invested in debt obligations, the
interest on which is exempt from regular
federal income tax and Pennsylvania state and
local taxes in the form of an investment exempt
from Pennsylvania personal property taxes
("municipal obligations"). At least 65% of the
Trust's total assets normally will be invested
in municipal obligations (i) issued by the
Commonwealth of Pennsylvania or its political
subdivisions, agencies, authorities and
instrumentalities and (ii) rated at least
investment grade at the time of investment
(which are those rated Baa or

1
<PAGE> 4

higher by Moody's Investors Service, Inc.
("Moody's") or BBB or higher by either Standard
& Poor's Ratings Group ("S&P") or by Fitch IBCA
("Fitch")), or, if unrated, determined by Eaton
Vance to be of at least investment grade
quality. From time to time, the Trust may hold
a significant number of municipal obligations
not rated by a nationally recognized
statistical rating organization ("Rating
Agency"). When the Trust invests in unrated
municipal obligations it may be more dependent
on Eaton Vance's research capacities than when
it invests in rated municipal obligations.

The Trust may invest up to 35% of its total
assets in municipal obligations rated below
investment grade (but not, with respect to more
than 30% of total assets, lower than B by all
Rating Agencies rating the obligation) and
unrated municipal obligations considered to be
of comparable quality by Eaton Vance.
Investment in municipal obligations of below
investment grade quality involves special risks
as compared with investment in higher grade
municipal obligations. These risks include
greater sensitivity to a general economic
downturn, greater market price volatility and
less secondary market trading. Securities rated
below investment grade are commonly known as
"junk bonds." Such securities are regarded, on
balance, as predominantly speculative with
respect to the issuer's ability to pay interest
and repay principal owed.

The Trust may invest to a significant extent in
residual interest municipal bonds known as
inverse floaters. Compared to similar fixed
rate municipal bonds, the value of these bonds
will fluctuate to a greater extent in response
to changes in prevailing long-term interest
rates. Moreover, the income earned on residual
interest municipal bonds will fluctuate in
response to changes in prevailing short-term
interest rates. Thus, when such bonds are held
by the Trust, an increase in short- or
long-term market interest rates will adversely
affect the income received from such bonds or
the net asset value of Trust shares. To the
extent the Trust has preferred shares
outstanding, an increase in short-term rates
would also result in an increased cost of
leverage, which would adversely affect the
Trust income available for distribution.
Although the Trust is not limited with respect
to its investment in residual interest
municipal bonds, the Trust does not intend
initially to invest more than 10% of its total
assets in such bonds.

The Trust may purchase and sell various kinds
of financial futures contracts and related
options, including futures contracts and
related options based on various debt
securities and securities indices, to seek to
hedge against changes in interest rates, as a
substitute for the purchase of securities or
for other risk management purposes.

Interest income from certain types of municipal
obligations may be a tax preference item for
purposes of the federal alternative minimum tax
(the "AMT") for individual investors.
Distributions to corporate investors of certain
interest income may also be indirectly subject
to the AMT. The Trust may not be suitable for
investors subject to the AMT.

2
<PAGE> 5

LISTING....................... The Shares have been approved for listing,
subject to notice of issuance, on the American
Stock Exchange under the symbol "EVP."

LEVERAGE...................... The Trust expects to use financial leverage
through the issuance of preferred shares. The
Trust intends initially to use financial
leverage of approximately 35% of its total
assets (including the amount obtained through
leverage). The Trust generally will not use
leverage if it anticipates that it would result
in a lower return to Shareholders over time.
Use of financial leverage creates an
opportunity for increased income for
Shareholders but, at the same time, creates
special risks (including the likelihood of
greater volatility of net asset value and
market price of the Shares), and there can be
no assurance that a leveraging strategy will be
successful during any period in which it is
employed. See "Investment Objective, Policies
and Risks -- Use of Leverage and Related
Risks."

INVESTMENT ADVISER AND
ADMINISTRATOR............... Eaton Vance, a wholly-owned subsidiary of Eaton
Vance Corp., is the Trust's investment adviser
and administrator. The Adviser manages 3
national municipal funds, 32 single state
municipal funds, 10 limited maturity municipal
funds and 1 money market municipal fund with
combined assets of about $7.5 billion. All but
1 of these funds are open-end. Among such
funds, Eaton Vance currently sponsors Eaton
Vance Pennsylvania Municipals Fund which
invests primarily in investment grade
Pennsylvania municipal obligations. Such Fund
is managed by the same portfolio manager
employed by the Adviser who will manage the
Trust's assets. See "Management of the Trust."

SHAREHOLDER SERVICING AGENT... PaineWebber Incorporated has been retained by
the Administrator to act as the Shareholder
Servicing Agent of the Trust. See "Shareholder
Servicing Agent, Custodian and Transfer Agent."

DISTRIBUTIONS................. The Trust's policy will be to make monthly
distributions to Shareholders. Distributions to
Shareholders cannot be assured, and the amount
of each monthly distribution will vary. The
initial distribution to Shareholders is
expected to be paid approximately 60 days after
the completion of this offering. See
"Distributions and Taxes," "Dividend
Reinvestment Plan" and "Use of Proceeds."

DIVIDEND REINVESTMENT PLAN.... The Trust has established a Dividend
Reinvestment Plan (the "Plan"). Under the Plan,
all dividend and capital gain distributions
will be automatically reinvested in additional
Shares either purchased in the open market, or
newly issued by the Trust if the Shares are
trading at or above their net asset value, in
either case unless a Shareholder elects to
receive cash. Shareholders who intend to hold
their Shares through a broker or nominee should
contact such broker or nominee to determine
whether or how they may participate in the
Plan. See "Dividend Reinvestment Plan."

CLOSED-END STRUCTURE.......... Closed-end funds differ from open-end
management investment companies (commonly
referred to as mutual funds) in that closed-
end funds generally list their shares for
trading on a securities exchange and do not
redeem their shares at the option of the
shareholder. By comparison, mutual funds issue
securities redeem-

3
<PAGE> 6

able at net asset value at the option of the
shareholder and typically engage in a
continuous offering of their shares. Mutual
funds are subject to continuous asset in-flows
and out-flows that can complicate portfolio
management, whereas closed-end funds generally
can stay more fully invested in securities
consistent with the closed-end fund's
investment objective and policies. In addition,
in comparison to open-end funds, closed-end
funds have greater flexibility in the
employment of financial leverage and in the
ability to make certain types of investments,
including investments in illiquid securities.
However, shares of closed-end funds frequently
trade at a discount from their net asset value.
In recognition of the possibility that the
Shares might trade at a discount to net asset
value and that any such discount may not be in
the interest of Shareholders, the Trust's Board
of Trustees (the "Board"), in consultation with
Eaton Vance, from time to time may review
possible actions to reduce any such discount.
The Board might consider open market
repurchases or tender offers for Shares at net
asset value. There can be no assurance that the
Board will decide to undertake any of these
actions or that, if undertaken, such actions
would result in the Shares trading at a price
equal to or close to net asset value per Share.
The Board might also consider the conversion of
the Trust to an open-end mutual fund. The Board
of Trustees believes, however, that the
closed-end structure is desirable, given the
Trust's investment objective and policies.
Investors should assume, therefore, that it is
highly unlikely that the Board would vote to
convert the Trust to an open-end investment
company. See "Description of Capital
Structure."

SPECIAL RISK CONSIDERATIONS... No Operating History. The Trust is a
closed-end investment company with no history
of operations and is designed for long-term
investors and not as a trading vehicle.

Concentration. The Trust normally will invest
65% or more of its total assets in municipal
obligations of issuers located in Pennsylvania,
and may invest 25% or more of its total assets
in a U.S. territory or in the same economic
sector, such as revenue obligations of health
care facilities or hospitals, airport revenue
obligations or industrial development bonds.
This may make the Trust more susceptible to
adverse economic, political or regulatory
occurrences affecting Pennsylvania, a
particular territory or economic sector.
Pennsylvania general obligation bonds currently
are rated AA3, AA and AA by Moody's, S&P and
Fitch, respectively.

4
<PAGE> 7

longer-term securities. This means that the
Trust will be subject to greater market risk
(other things being equal) than a fund
investing solely in shorter-term securities.
Market risk is often greater among certain
types of debt securities, such as zero-coupon
bonds, which do not make regular interest
payments. As interest rates change, these bonds
often fluctuate in price more than higher
quality bonds that make regular interest
payments. Because the Trust may invest in these
types of debt securities, it may be subject to
greater market risk than a fund that invests
only in current interest paying securities.

Income Risk. The income investors receive from
the Trust is based primarily on the interest it
earns from its investments, which can vary
widely over the short and long-term. If
interest rates drop, investors' income from the
Trust over time could drop as well if the Trust
purchases securities with lower interest
coupons. This risk is magnified when prevailing
short-term interest rates increase and the
Trust holds residual interest municipal bonds.

Call Risk. If interest rates fall, it is
possible that issuers of callable bonds with
high interest coupons will "call" (or prepay)
their bonds before their maturity date. If a
call were exercised by the issuer during a
period of declining interest rates, the Trust
is likely to replace such called security with
a lower yielding security. If that were to
happen, it would decrease the Trust's
dividends.

Credit Risk. Credit risk refers to an issuer's
ability to make payments of principal and
interest when they are due. Because the Trust
may invest up to 35% of its total assets in
below investment grade securities, it will be
subject to a high level of credit risk. The
credit quality of such securities is considered
speculative by Rating Agencies with respect to
the issuer's ability to pay interest or
principal. The prices of lower grade securities
are more sensitive to negative developments,
such as a decline in the issuer's revenues, or
adverse economic conditions, such as a
recession, than are the prices of higher grade
securities. Securities that have longer
maturities also fluctuate more in price in
response to negative economic or other news.
Therefore, lower grade securities may
experience high default rates, which would mean
that the Trust may lose some of its investment
in such securities, which would adversely
affect the Trust's net asset value and ability
to make distributions.

Liquidity Risk. The Trust may invest in
securities for which there is no readily
available trading market or which are otherwise
illiquid, which includes residual interest
municipal bonds. The Trust may not be able to
readily dispose of such securities at prices
that approximate those at which the Trust could
sell such securities if they were more widely
traded and, as a result of such illiquidity,
the Trust may have to sell other investments or
engage in borrowing transactions if necessary
to raise cash to meet its obligations. In
addition, the limited liquidity could affect
the market price of the securities, thereby
adversely affecting the Trust's net asset value
and ability to make dividend distributions.

5
<PAGE> 8

Municipal Bond Market. Many obligations in
which the Trust will invest may not be rated by
a Rating Agency, will not be registered with
the Securities and Exchange Commission or any
state securities commission, and will not be
listed on any national securities exchange.
Therefore, the amount of public information
available about portfolio securities will be
limited, and the performance of the Trust is
more dependent on the analytical abilities of
Eaton Vance than would be the case for an
investment company that invests primarily in
more widely rated, registered or exchange-
listed securities.

Effects of Leverage. The use of leverage
through issuance of preferred shares by the
Trust creates an opportunity for increased net
income, but, at the same time, creates special
risks. There can be no assurance that a
leveraging strategy will be successful during
any period in which it is employed. The Trust
intends to use leverage to provide the holders
of Shares with a potentially higher return.
Leverage creates risks for holders of Shares,
including the likelihood of greater volatility
of net asset value and market price of the
Shares and the risk that fluctuations in
dividend rates on any preferred shares may
affect the return to Shareholders. It is
anticipated that preferred share dividends will
be based on the yields of short-term municipal
obligations, while the proceeds of any
preferred share offering will be invested in
longer-term municipal obligations, which
typically have higher yields. To the extent the
income derived from securities purchased with
funds received from leverage exceeds the cost
of leverage, the Trust's return will be greater
than if leverage had not been used. Conversely,
if the income from the securities purchased
with such funds is not sufficient to cover the
cost of leverage, the return to the Trust will
be less than if leverage had not been used, and
therefore the amount available for distribution
to Shareholders as dividends and other
distributions will be reduced. In the latter
case, Eaton Vance in its best judgment may
nevertheless determine to maintain the Trust's
leveraged position if it deems such action to
be appropriate.

Investment by the Trust in residual interest
municipal bonds may amplify the effects of
leverage and, during periods of rising short-
term interest rates, may adversely affect the
Trust's income and distributions to
Shareholders. In addition, under current
federal income tax law, the Trust is required
to allocate a portion of any net realized
capital gains or other taxable income to
holders of preferred shares. The terms of any
preferred shares are expected to require the
Trust to pay to any preferred shareholders
additional dividends intended to compensate the
preferred shareholders for taxes payable on any
capital gains or other taxable income allocated
to the preferred shares. Any such additional
dividends will reduce the amount available for
distribution to the Shareholders. As discussed
under "Management of the Trust," the fee paid
to Eaton Vance will be calculated on the basis
of the Trust's gross assets, including proceeds
from the issuance of preferred shares, so the
fees will be higher when leverage is utilized.
See "Investment Objective, Policies and
Risks -- Use of Leverage and Related Risks."

6
<PAGE> 9

The Trust currently intends to seek an
investment grade rating on any preferred shares
from a Rating Agency. The Trust may be subject
to investment restrictions of the Rating Agency
as a result. These restrictions may impose
asset coverage or portfolio composition
requirements that are more stringent than those
imposed on the Trust by the Investment Company
Act of 1940, as amended (the "Investment
Company Act" or "1940 Act"). It is not
anticipated that these covenants or guidelines
will impede Eaton Vance in managing the Trust's
portfolio in accordance with its investment
objective and policies. See "Description of
Capital Structure -- Preferred Shares."

Financial leverage may also be achieved through
the purchase of certain derivative instruments.
The Trust's use of residual interest municipal
bonds and futures contracts expose the Trust to
special risks. Such transactions may result in
the Trust earning taxable income or gains. See
"Investment Objective, Policies and Risks."

Market Price of Shares. The shares of
closed-end investment companies often trade at
a discount from their net asset value, and the
Trust's Shares may likewise trade at a discount
from net asset value. The trading price of the
Trust's Shares may be less than the public
offering price. This risk may be greater for
investors who sell their Shares in a relatively
short period after completion of the public
offering.

Non-Diversification. The Trust has registered
as a "non-diversified" investment company under
the 1940 Act. For federal income tax purposes
the Trust, with respect to up to 50% of its
total assets, will be able to invest more than
5% (but not more than 25%) of the value of its
total assets in the obligations of any single
issuer. To the extent the Trust invests a
relatively high percentage of its assets in
obligations of a limited number of issuers, the
Trust may be more susceptible than a more
widely diversified investment company to any
single economic, political or regulatory
occurrence.

Alternative Minimum Tax and Other Tax
Considerations. Interest on certain "private
activity" municipal obligations is treated as a
tax preference item for purposes of the AMT. In
addition, for corporations income subject to
the AMT includes interest on all tax-exempt
obligations. There is no specific limitation on
the amount of the Trust's assets that may be
invested in municipal obligations that pay
interest that is treated as a tax preference
item. Accordingly, an investment in the Trust
may not be appropriate for investors who are
already subject to the AMT or who would become
subject thereto as a result of owning Shares.
Moreover, distributions of any taxable net
investment income and net short-term capital
gain are taxable as ordinary income. See
"Distributions and Taxes."

Anti-Takeover Provisions. The Trust's
Agreement and Declaration of Trust includes
provisions that could have the effect of
limiting the ability of other persons or
entities to acquire control of the Trust or to
change the composition of its Board of
Trustees. See "Description of Capital
Structure -- Anti-Takeover Provisions in the
Declaration of Trust."

7
<PAGE> 10

TRUST EXPENSES

The following tables are intended to assist investors in understanding the
various costs and expenses that an investor in the Trust will bear, directly or
indirectly.

<TABLE>
<CAPTION>
NET ASSETS
WITH
LEVERAGE(1)
-----------
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Sales Load................................................ None
Dividend Reinvestment Plan Fees........................... None
ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF NET ASSETS
ATTRIBUTABLE TO SHARES)(1)
Investment Advisory Fee................................... 1.07%
Dividend Payments on Preferred Shares..................... 1.67%
Other Expenses (including Administration Fee of
0.31%)(2).............................................. 0.89%
----
Total Annual Operating Expenses........................... 3.63%
====
</TABLE>

- ---------------
(1) The Trust intends to utilize leverage only if the Adviser believes that it
would result in higher income to Shareholders over time. See "Investment
Objective, Policies and Risks -- Use of Leverage and Related Risks." Assumes
preferred shares outstanding of approximately 35% of total assets (including
preferred shares) at a dividend rate of 3.10%, which is based upon the
Trust's estimation of current market conditions. At times when the Trust
does not utilize leverage, the estimated annual operating expenses would be:

<TABLE>
<S> <C>
Investment Advisory Fee..................................... 0.70%
Dividend Payments on Preferred Shares....................... None
Other Expenses (including Administration Fee of 0.20%)(2)... 0.63%
----
Total Annual Operating Expenses............................. 1.33%
====
</TABLE>

(2) Reflects estimated amounts for the Trust's first year of operations,
including organizational expenses. After the first year, total operating
expenses (assuming no leverage) are expected to be 1.27% per annum.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in the
Trust, assuming a 5% annual return:

<TABLE>
<CAPTION>
ONE YEAR(*) THREE YEARS FIVE YEARS TEN YEARS
----------- ----------- ---------- ---------
<S> <C> <C> <C> <C>
Assuming No Leverage.......................... $14 $ 42 $ 73 $160
Assuming 35% Leverage......................... $37 $111 $188 $389
</TABLE>

- ---------------
* This Example assumes that all dividends and other distributions are reinvested
at net asset value and that the percentage amounts listed under Total Annual
Operating Expenses remain the same in the years shown, except for amounts for
the Three Years, Five Years and Ten Years periods which are after the
deduction of organization expenses in the first year. The above tables and the
assumption in the Example of a 5% annual return and reinvestment at net asset
value are required by regulations of the SEC; the assumed 5% annual return is
not a prediction of, and does not represent, the projected or actual
performance of Trust Shares. THIS EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF FUTURE EXPENSES, AS THE TRUST'S ACTUAL EXPENSES MAY BE MORE
OR LESS THAN THOSE SHOWN.

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<PAGE> 11

THE TRUST

Eaton Vance Pennsylvania Municipal Income Trust (the "Trust") is a newly
organized, non-diversified, closed-end management investment company that was
organized as a Massachusetts business trust on December 10, 1998 and has no
operating history. The Trust's principal office is located at 24 Federal Street,
Boston, MA 02110 and its telephone number is 1-800-225-6265.

This Prospectus relates to the initial public offering of the Trust's
shares of beneficial interest, $0.01 par value (the "Shares"). The Shares will
be sold during the initial public offering without any sales load or
underwriting discounts payable by investors or the Trust. Eaton Vance Management
(the "Adviser" or "Eaton Vance") or an affiliate (not the Trust) from its own
assets will pay a commission to the Underwriters in connection with sales of the
Shares in this offering. See "Underwriting."

USE OF PROCEEDS

The proceeds of this offering, before deduction of offering expenses,
estimated to be $34,500,000 (or $39,675,000 assuming exercise of the
Underwriters' over-allotment option in full), will be invested in accordance
with the Trust's investment objective and policies as soon as practicable, but
in no event, under normal market conditions, later than three months after the
receipt thereof. Pending such investment, the proceeds may be invested in
high-quality, short-term municipal debt securities. Eaton Vance has agreed to
pay all offering expenses of the Trust that exceed $0.03 per Share.

INVESTMENT OBJECTIVE, POLICIES AND RISKS

INVESTMENT OBJECTIVE

The Trust's investment objective is to provide current income exempt from
regular federal income tax and Pennsylvania state and local taxes in the form of
an investment exempt from Pennsylvania personal property taxes. This income will
be earned by investing primarily in investment grade municipal obligations.
Securities will be purchased and sold in an effort to maintain a competitive
yield and to enhance return based upon the relative value of the securities
available in the marketplace. Investments are based on Eaton Vance's research
and ongoing credit analysis, the underlying materials for which are generally
not available to individual investors. The Trust is designed for investors who
are residents of Pennsylvania for tax purposes.

Eaton Vance seeks to find municipal obligations of high quality that have
been undervalued in the marketplace. Eaton Vance's research specialists examine
credit histories, revenue sources, total debt histories, capital structures and
other data. This research capability is important because many obligations in
which the Trust will invest will not be rated or listed on a national securities
exchange, and the amount of public information available about such securities
will be limited. The Trust intends to emphasize the research that is critical to
discovering value while avoiding undue credit risk. The Trust will attempt to
enhance performance opportunities by seeking to remain fully invested.

INVESTMENT POLICIES -- GENERAL COMPOSITION OF THE TRUST

During normal market conditions, substantially all of the Trust's total
assets (at least 80%) will be invested in debt obligations, the interest on
which is exempt from regular federal income tax and Pennsylvania state personal
income taxes ("municipal obligations"). At least 65% of the Trust's total assets
will normally be invested in municipal obligations (i) issued the Commonwealth
of by Pennsylvania or its political subdivisions, agencies, authorities and
instrumentalities and (ii) rated at least investment grade at the time of
investment (which are those rated Baa or higher by Moody's Investors Service,
Inc. ("Moody's") or BBB or higher by either Standard & Poor's Ratings Group
("S&P") or by Fitch IBCA ("Fitch")), or, if unrated, determined by Eaton Vance
to be of at least investment grade quality. From time to time, the Trust may
hold a significant amount of municipal obligations not rated by a nationally
recognized statistical rating organization ("Rating Agency"). When the Trust
invests in unrated municipal obligations, it may be more dependent on Eaton
Vance's research capabilities than when it invests in rated municipal
obligations.

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<PAGE> 12

The Trust may invest up to 35% of its total assets in municipal obligations
rated below investment grade (but not, with respect to more than 30% of total
assets, lower than B by all Rating Agencies rating the obligation) and unrated
municipal obligations considered to be of comparable quality by Eaton Vance. No
such securities will be in default at the time of purchase. Investment in
municipal obligations of below investment grade quality involves special risks
as compared with investment in higher grade municipal obligations. These risks
include greater sensitivity to a general economic downturn, greater market price
volatility and less secondary market trading. Securities rated below investment
grade are commonly known as "junk bonds". Such securities are regarded, on
balance, as predominantly speculative with respect to the issuer's ability to
pay interest and repay principal owed. See "-- Additional Risk Considerations."
For a description of municipal obligation ratings, see the Appendix to the
Statement of Additional Information.

The foregoing credit quality policies apply only at the time a security is
purchased, and the Trust is not required to dispose of a security in the event
that a Rating Agency downgrades its assessment of the credit characteristics of
a particular issue. In determining whether to retain or sell such a security,
Eaton Vance may consider such factors as Eaton Vance's assessment of the credit
quality of the issuer of such security, the price at which such security could
be sold and the rating, if any, assigned to such security by other Rating
Agencies.

Municipal obligations include bonds, notes and commercial paper issued by a
municipality for a wide variety of both public and private purposes, the
interest on which is, in the opinion of issuer's counsel (or on the basis of
other reliable authority), exempt from regular federal income tax. Public
purpose municipal bonds include general obligation and revenue bonds. General
obligation bonds are backed by the taxing power of the issuing municipality.
Revenue bonds are backed by the revenues of a project or facility, or from the
proceeds of a specific revenue source. Some revenue bonds are payable solely or
partly from funds which are subject to annual appropriations by a state's
legislature. Municipal notes include bond anticipation, tax anticipation and
revenue anticipation notes. Bond, tax and revenue anticipation notes are
short-term obligations that will be retired with the proceeds of an anticipated
bond issue, tax revenue or facility revenue, respectively.

Some of the securities in which the Trust invests may include so-called
"zero-coupon" bonds, whose values are subject to greater fluctuation in response
to changes in market interest rates than bonds that pay interest currently.
Zero-coupon bonds are issued at a significant discount from face value and pay
interest only at maturity rather than at intervals during the life of the
security. The Trust is required to take into account income from zero-coupon
bonds on a current basis, even though it does not receive that income currently
in cash, and the Trust is required to distribute substantially all of its income
for each taxable year. Thus, the Trust may have to sell other investments to
obtain cash needed to make income distributions.

The Trust may invest in residual interest municipal bonds whose interest
rates bear an inverse relationship to the interest rate on another security or
the value of an index ("inverse floaters"). An investment in inverse floaters
may involve greater risk than an investment in a fixed-rate bond. Because
changes in the interest rate on the other security or index inversely affect the
residual interest paid on the inverse floater, the value of an inverse floater
is generally more volatile than that of a fixed-rate bond. Inverse floaters have
interest rate adjustment formulas which generally reduce or, in the extreme,
eliminate the interest paid to the Trust when short-term interest rates rise,
and increase the interest paid to the Trust when short-term interest rates fall.
Inverse floaters have varying degrees of liquidity, and the market for these
securities is relatively new and volatile. These securities tend to underperform
the market for fixed-rate bonds in a rising interest rate environment, but tend
to outperform the market for fixed-rate bonds when interest rates decline.
Shifts in long-term interest rates may, however, alter this tendency. Although
volatile, inverse floaters typically offer the potential for yields exceeding
the yields available on fixed-rate bonds with comparable credit quality, coupon,
call provisions and maturity. These securities usually permit the investor to
convert the floating rate to a fixed-rate (normally adjusted downward), and this
optional conversion feature may provide a partial hedge against rising rates if
exercised at an opportune time. Investment in inverse floaters may amplify the
effects of the Trust's use of leverage. Should short-term interest rates rise,
the combination of the Trust's investment in inverse floaters and the use of
leverage likely will adversely affect the Trust's income and distributions to
Shareholders. Although the Trust is not limited with respect to its investment
in residual interest municipal bonds, the Trust does not intend initially to
invest more than 10% of its total assets in such bonds.

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<PAGE> 13

The Trust may purchase municipal bonds that are additionally secured by
insurance, bank credit agreements, or escrow accounts. The credit quality of
companies which provide such credit enhancements will affect the value of those
securities. Although the insurance feature reduces certain financial risks, the
premiums for insurance and the higher market price paid for insured obligations
may reduce the Trust's current yield. Insurance generally will be obtained from
insurers with a claims-paying ability rated Aaa by Moody's or AAA by S&P or
Fitch. The insurance feature does not guarantee the market value of the insured
obligations or the net asset value of the Trust's shares.

Interest income from certain types of municipal obligations may be a tax
preference item for purposes of the federal alternative minimum tax (the "AMT")
for individual investors. Distributions to corporate investors of certain
interest income may also be indirectly subject to the AMT. The Trust may not be
suitable for investors subject to the AMT.

The Trust has adopted certain fundamental investment restrictions set forth
in the Statement of Additional Information which may not be changed without a
Shareholder vote. Except for such restrictions and the 80% requirement set forth
above, the investment objective and policies of the Trust may be changed by the
Board of Trustees without Shareholder action.

Based on available market data, the Adviser believes that the average yield
on 20-year tax-exempt municipal bonds that make up the General Obligation
Municipal Bond Buyer Index has historically represented approximately 85% of the
yields on 30-year U.S. Treasury bonds. As of December 31, 1998, such
representative municipal bonds had an average yield of 5.00%, or approximately
98% of the taxable yield of a 30-year U.S. Treasury bond, which had a yield of
5.08% (Source: FactSet). Based on a maximum federal income tax rate of 39.6%, a
tax-exempt municipal yield of 5.01% is equivalent to a yield of 8.28% from a
taxable investment. The General Obligation Municipal Bond Buyer Index is
unmanaged and contains 20 general obligation municipal bonds. Unlike the Trust,
this index carries no management fees, account charges or other expenses. U.S.
Treasury bonds offer a government guarantee as to the timely payment of interest
and repayment of principal at maturity. It is not possible to invest directly in
an index.

The Adviser also believes that the closed-end structure of the Trust
provides an effective way of investing in municipal obligations. The average
annual total return on 93 national leveraged and non-leveraged closed-end
municipal funds tracked by CDA Weisenberger as of December 31, 1998 was 8.71%,
10.60%, 7.24% and 7.87% for one, three, five and ten years, and on 84 national
open-end funds tracked by Lipper Inc. as of December 31, 1998 was 5.49%, 6.07%,
5.53% and 7.72% for one, three, five and ten years. In addition, the average
annualized yield on such closed end municipal funds and its taxable equivalent
(assuming a maximum 39.6% federal income tax rate only) were 5.66% and 9.37%,
whereas for such open-end municipal funds the average annualized yield and its
taxable equivalent were 4.71% and 7.80%. The yield on a 30-year U.S. Treasury
bond as of December 31, 1998 was 5.08%. The Trust will not seek to match the
performance or composition of any index or average.

ADDITIONAL INVESTMENT PRACTICES

When-Issued Securities. The Trust may purchase securities on a
"when-issued" basis, which means that payment and delivery occur on a future
settlement date. The price and yield of such securities are generally fixed on
the date of commitment to purchase. However, the market value of the securities
may fluctuate prior to delivery and upon delivery the securities may be worth
more or less than the Trust agreed to pay for them. The Trust may be required to
maintain a segregated account of liquid assets equal to outstanding purchase
commitments. The Trust may also purchase instruments that give the Trust the
option to purchase a municipal obligation when and if issued.

Futures Transactions. The Trust may purchase and sell various kinds of
financial futures contracts and options thereon to seek to hedge against changes
in interest rates or as a substitute for the purchase of securities. For
example, futures contracts may sometimes be used to seek to reduce the
additional long-term interest rate risk the Trust bears by holding residual
interest municipal bonds. Futures contracts may be based on various debt
securities and securities indices (such as the Municipal Bond Index traded on
the Chicago Board of Trade). Such transactions involve a risk of loss or
depreciation due to unanticipated adverse changes

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<PAGE> 14

in securities prices, which may exceed the Trust's initial investment in these
contracts. The Trust will only purchase or sell futures contracts or related
options in compliance with the rules of the Commodity Futures Trading
Commission. These transactions involve transaction costs. There can be no
assurance that Eaton Vance's use of futures will be advantageous to the Trust.
Distributions by the Trust of any gains realized on the Trust's transactions in
futures and options on futures will be taxable. Rating agency guidelines on any
preferred shares issued by the Trust may limit use of these transactions.

Investment Company Securities. The Trust may purchase common shares of
closed-end investment companies that have a similar investment objective and
policies to the Trust. In addition to providing tax-exempt income, such
securities may provide capital appreciation. Such investments, which may also be
leveraged and subject to the same risks as the Trust, will not exceed 10% of
total assets, and no such company will be affiliated with Eaton Vance. These
companies bear fees and expenses that the Trust will incur indirectly.

USE OF LEVERAGE AND RELATED RISKS

The Trust expects to use leverage through the issuance of preferred shares.
The Trust initially intends to use leverage of approximately 35% of its total
assets (including the amount obtained from leverage). The Trust generally will
not use leverage if the Adviser anticipates that it would result in a lower
return to Shareholders for any significant amount of time. The Trust also may
borrow money as a temporary measure for extraordinary or emergency purposes,
including the payment of dividends and the settlement of securities transactions
which otherwise might require untimely dispositions of Trust securities.

Leverage creates risks for holders of the Shares, including the likelihood
of greater volatility of net asset value and market price of the Shares. There
is a risk that fluctuations in the dividend rates on any preferred shares may
adversely affect the return to the holders of the Shares. If the income from the
securities purchased with such funds is not sufficient to cover the cost of
leverage, the return on the Trust will be less than if leverage had not been
used, and therefore the amount available for distribution to Shareholders as
dividends and other distributions will be reduced. The Adviser in its best
judgment nevertheless may determine to maintain the Trust's leveraged position
if it deems such action to be appropriate in the circumstances. Investment by
the Trust in residual interest municipal bonds may amplify the effects of
leverage and, during periods of rising short-term interest rates, may adversely
affect the Trust's income and distributions to Shareholders. As discussed under
"Management of the Trust," during periods in which the Trust is using leverage
the fees paid to Eaton Vance for investment advisory and administrative services
will be higher than if the Trust did not use leverage because the fees paid will
be calculated on the basis of the Trust's gross assets, including proceeds from
the issuance of preferred shares.

Capital raised through leverage will be subject to dividend payments which
may exceed the income and appreciation on the assets purchased. The issuance of
preferred shares involves offering expenses and other costs and may limit the
Trust's freedom to pay dividends on Shares or to engage in other activities. The
issuance of a class of preferred shares having priority over the Trust's Shares
creates an opportunity for greater return per Share, but at the same time such
leveraging is a speculative technique in that it will increase the Trust's
exposure to capital risk. Unless the income and appreciation, if any, on assets
acquired with offering proceeds exceed the cost of issuing additional classes of
securities (and other Trust expenses), the use of leverage will diminish the
investment performance of the Trust's Shares compared with what it would have
been without leverage.

The Trust may be subject to certain restrictions on investments imposed by
guidelines of one or more Rating Agencies which may issue ratings for any
preferred shares issued by the Trust. These guidelines may impose asset coverage
or Trust composition requirements that are more stringent than those imposed on
the Trust by the Investment Company Act of 1940 (the "Investment Company Act" or
"1940 Act"). It is not anticipated that these covenants or guidelines will
impede the Adviser from managing the Trust's portfolio in accordance with the
Trust's investment objective and policies.

Under the Investment Company Act, the Trust is not permitted to issue
preferred shares unless immediately after such issuance the net asset value of
the Trust's portfolio is at least 200% of the liquidation

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<PAGE> 15

value of the outstanding preferred shares (i.e., such liquidation value may not
exceed 50% of the Trust's total assets). In addition, the Trust is not permitted
to declare any cash dividend or other distribution on its Shares unless, at the
time of such declaration, the net asset value of the Trust's portfolio
(determined after deducting the amount of such dividend or other distribution)
is at least 200% of such liquidation value. If preferred shares are issued, the
Trust intends, to the extent possible, to purchase or redeem preferred shares
from time to time to maintain coverage of any preferred shares of at least 200%.
In addition, under current federal income tax law, the Trust is required to
allocate a portion of any net realized capital gains or other taxable income to
holders of preferred shares. The terms of any preferred shares are expected to
require the Trust to pay to any preferred shareholders additional dividends
intended to compensate the preferred shareholders for taxes payable on any
capital gains or other taxable income allocated to the preferred shares. Any
such additional dividends will reduce the amount available for distribution to
the Shareholders. Normally, holders of the Shares will elect five of the
Trustees of the Trust and holders of any preferred shares will elect two. In the
event the Trust failed to pay dividends on its preferred shares for two years,
preferred shareholders would be entitled to elect a majority of the Trustees
until the dividends are paid.

To qualify for federal income taxation as a "regulated investment company",
the Trust must distribute in each taxable year at least 90% of its net
investment income (including tax-exempt interest and net short-term gain). The
Trust also will be required to distribute annually substantially all of its
taxable income and capital gain net income, if any, to avoid imposition of a
nondeductible 4% federal excise tax. If the Trust is precluded from making
distributions on the Shares because of any applicable asset coverage
requirements, the terms of the preferred shares may provide that any amounts so
precluded from being distributed, but required to be distributed for the Trust
to meet the distribution requirements for qualification as a regulated
investment company, will be paid to the holders of the preferred shares as a
special dividend. This dividend can be expected to decrease the amount that
holders of preferred shares would be entitled to receive upon redemption or
liquidation of the those shares.

The Trust's willingness to issue new securities for investment purposes,
and the amount the Trust will issue, will depend on many factors, the most
important of which are market conditions and interest rates. Successful use of a
leveraging strategy may depend on the Adviser's ability to predict correctly
interest rates and market movements, and there is no assurance that a leveraging
strategy will be successful during any period in which it is employed.

Assuming the utilization of leverage in the amount of 35% of the Trust's
total assets and an annual dividend rate on preferred shares of 3.10% payable on
such leverage based on market rates as of the date of this Prospectus, the
annual return that the total assets in the Trust's portfolio must experience
(net of expenses) in order to cover such dividend payments would be 1.07%. The
Trust's actual cost of leverage will be based on market rates at the time the
Trust undertakes a leveraging strategy, and such actual cost of leverage may be
higher or lower than that assumed in the previous example.

The following table is designed to illustrate the effect on the return to a
holder of the Trust's Shares of leverage in the amount of approximately 35% of
the Trust's total assets, assuming hypothetical annual returns of the Trust's
portfolio of minus 10% to plus 10%. As the table shows, leverage generally
increases the return to Shareholders when portfolio return is positive and
greater than the cost of leverage and decreases the return when the portfolio
return is negative or less than the cost of leverage. The figures appearing in
the table are hypothetical and actual returns may be greater or less than those
appearing in the table.

<TABLE>
<S> <C> <C> <C> <C> <C>
Assuming Portfolio Return (net of expenses)....... (10)% (5)% 0% 5% 10%
Corresponding Share Return
Assuming 35% Leverage........................... (16.94)% (9.29)% (1.64)% 6.01% 13.66%
</TABLE>

Until the Trust issues preferred shares, the Shares will not be leveraged,
and the risks and special considerations related to leverage described in this
Prospectus will not apply. Such leveraging of the Shares cannot be achieved
until the proceeds resulting from the use of leverage have been invested in
accordance with the Trust's investment objective and policies.

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<PAGE> 16

ADDITIONAL RISK CONSIDERATIONS

Concentration. The Trust normally will invest 65% or more of its total
assets in municipal obligations of issuers located in Pennsylvania, and may
invest 25% or more of its total assets in a U.S. territory or in municipal
obligations in the same economic sector, including without limitation the
following: lease rental obligations of state and local authorities; obligations
dependent on annual appropriations by a state's legislature for payment;
obligations of state and local housing finance authorities, municipal utilities
systems or public housing authorities; obligations of hospitals or life care
facilities; or industrial development or pollution control bonds issued for
electric utility systems, steel companies, paper companies or other purposes.
This may make the Trust more susceptible to adverse economic, political, or
regulatory occurrences affecting Pennsylvania, a particular territory or
economic sector. For example, health care related issuers are susceptible to
Medicaid reimbursement policies, and national and state health care legislation.
As concentration increases, so does the potential for fluctuation in the net
asset value of Trust Shares.

Interest Rate and Market Risk. The prices of municipal obligations tend to
fall as interest rates rise. Securities that have longer maturities tend to
fluctuate more in price in response to changes in market interest rates. A
decline in the prices of the municipal obligations owned by the Trust would
cause a decline in the net asset value of the Trust, which could adversely
affect the trading price of the Trust's Shares. This risk is usually greater
among municipal obligations with longer maturities or durations and when
residual interest municipal bonds are held by the Trust. Although the Trust has
no policy governing the maturities or durations of its investments, the Trust
expects that it will invest in a portfolio of longer-term securities. This means
that the Trust will be subject to greater market risk (other things being equal)
than a fund investing solely in shorter-term securities. Market risk is often
greater among certain types of income securities, such as zero-coupon bonds,
which do not make regular interest payments. As interest rates change, these
bonds often fluctuate in price more than higher quality bonds that make regular
interest payments. Because the Trust may invest in these types of income
securities, it may be subject to greater market risk than a fund that invests
only in current interest paying securities.

The Trust may invest to a significant extent in residual interest municipal
bonds known as inverse floaters. Compared to similar fixed-rate municipal bonds,
the value of these bonds will fluctuate to a greater extent in response to
changes in prevailing long-term interest rates. Moreover, the income earned on
residual interest municipal bonds will fluctuate in response to changes in
prevailing short-term interest rates. Thus, when such bonds are held by the
Trust, an increase in short- or long-term market interest rates will adversely
affect the income received from such bonds or the net asset value of Trust
shares. To the extent that the Trust has preferred shares outstanding, an
increase in short-term rates would also result in an increase cost of leverage,
which would adversely affect the Trust's income available for distribution.

Income Risk. The income investors receive from the Trust is based
primarily on the interest it earns from its investments, which can vary widely
over the short- and long-term. If interest rates drop, investors' income from
the Trust over time could drop as well if the Trust purchases securities with
lower interest coupons. This risk is magnified when prevailing short-term
interest rates increase and the Trust holds residual interest municipal bonds.

Call Risk. If interest rates fall, it is possible that issuers of callable
bonds with high interest coupons will "call" (or prepay) their bonds before
their maturity date. If a call were exercised by the issuer during a period of
declining interest rates, the Trust is likely to replace such called security
with a lower yielding security. If that were to happen, it would decrease the
Trust's dividends.

Credit Risk. Municipal debt obligations are subject to the risk of
non-payment of scheduled interest and/or principal. Such non-payment would
result in a reduction of income to the Trust, a reduction in the value of the
security experiencing non-payment and a potential decrease in the net asset
value of the Trust. Securities rated below investment grade or unrated
securities of comparable quality ("lower quality securities") are subject to the
risk of an issuer's inability to meet principal and interest payments on the
obligations ("credit risk") and may also be subject to price volatility due to
such factors as interest rate sensitivity, market perception of the
creditworthiness of the issuer and general market liquidity ("market risk"). The
prices of lower quality securities are also more likely to react to real or
perceived developments

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<PAGE> 17

affecting market and credit risk than are prices of investment grade quality
securities ("higher quality securities"), which react primarily to movements in
the general level of interest rates. The investments in the Trust's portfolio
will have speculative characteristics.

As indicated above, the Trust may invest up to 35% of its total assets in
municipal obligations rated below investment grade (but not, with respect to
more than 30% of its total assets, lower than B by all Rating Agencies rating
the obligation) and comparable unrated obligations. Such obligations are
commonly called "junk bonds" and will have speculative characteristics in
varying degrees. While such obligations may have some quality and protective
characteristics, these characteristics can be expected to be offset or
outweighed by uncertainties or major risk exposures to adverse conditions. Eaton
Vance seeks to minimize the risks of investing in below investment grade
securities through professional investment analysis, attention to current
developments in interest rates and economic conditions, and industry and
geographic diversification (if practicable). When the Trust invests in lower
rated or unrated municipal obligations, the achievement of the Trust's goals is
more dependent on the Eaton Vance's ability than would be the case if the Trust
were investing in municipal obligations in the higher rating categories. In
evaluating the credit quality of a particular issue, whether rated or unrated,
Eaton Vance will normally take into consideration, among other things, the
financial resources of the issuer (or, as appropriate, of the underlying source
of funds for debt service), its sensitivity to economic conditions and trends,
any operating history of and the community support for the facility financed by
the issue, the ability of the issuer's management and regulatory matters. Eaton
Vance will attempt to reduce the risks of investing in the lowest investment
grade, below investment grade and comparable unrated obligations through active
portfolio management, credit analysis and attention to current developments and
trends in the economy and the financial markets.

Increases in interest rates and changes in the economy may adversely affect
the ability of issuers of lower grade municipal securities to pay interest and
to repay principal, to meet projected financial goals and to obtain additional
financing. In the event that an issuer of securities held by the Trust
experiences difficulties in the timely payment of principal or interest and such
issuer seeks to restructure the terms of its borrowings, the Trust may incur
additional expenses and may determine to invest additional assets with respect
to such issuer or the project or projects to which the Trust's portfolio
securities relate. Further, the Trust may incur additional expenses to the
extent that it is required to seek recovery upon a default in the payment of
interest or the repayment of principal on its portfolio holdings, and the Trust
may be unable to obtain full recovery thereof.

To the extent that there is no established retail market for some of the
lower grade municipal securities in which the Trust may invest, trading in such
securities may be relatively inactive. The Adviser is responsible for
determining the net asset value of the Trust, subject to the supervision of the
Board of Trustees of the Trust. During periods of reduced market liquidity and
in the absence of readily available market quotations for lower grade municipal
securities held in the Trust's portfolio, the ability of the Adviser to value
the Trust's securities becomes more difficult and the Adviser's use of judgment
may play a greater role in the valuation of the Trust's securities due to the
reduced availability of reliable objective data. The effects of adverse
publicity and investor perceptions may be more pronounced for securities for
which no established retail market exists as compared with the effects on
securities for which such a market does exist. Further, the Trust may have more
difficulty selling such securities in a timely manner and at their stated value
than would be the case for securities for which an established retail market
does exist.

Municipal obligations held by the Trust that are of below investment grade
quality but which, subsequent to the assignment of such rating, are backed by
escrow accounts containing U.S. Government obligations may be determined by
Eaton Vance to be of investment grade quality for purposes of the Trust's
investment policies. The Trust may retain in its portfolio an obligation that
declines in quality, including defaulted obligations, if such retention is
considered desirable by Eaton Vance. In the case of a defaulted obligation, the
Trust may incur additional expense seeking recovery of its investment.

Changes in the credit quality of the issuers of municipal obligations held
by the Trust will affect the principal value of (and possibly the income earned
on) such obligations. In addition, the value of such securities are affected by
changes in general economic conditions and business conditions affecting the

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<PAGE> 18

relevant economic sectors. Changes by Rating Agencies in their ratings of a
security and in the ability of the issuer to make payments of principal and
interest may also affect the value of the Trust's investments. The amount of
information about the financial condition of an issuer of municipal obligations
may not be as extensive as that made available by corporations whose securities
are publicly traded.

The Trust may invest in municipal leases and participations in municipal
leases. The obligation of the issuer to meet its obligations under such leases
is often subject to the appropriation by the appropriate legislative body, on an
annual or other basis, of funds for the payment of the obligations. Investments
in municipal leases are thus subject to the risk that the legislative body will
not make the necessary appropriation and the issuer will not otherwise be
willing or able to meet its obligation.

Liquidity Risk. At times, a substantial portion of the Trust's assets may
be invested in securities as to which the Trust, by itself or together with
other accounts managed by Eaton Vance and its affiliates, holds a major portion
of all of such securities. Under adverse market or economic conditions or in the
event of adverse changes in the financial condition of the issuer, the Trust
could find it more difficult to sell such securities when Eaton Vance believes
it is advisable to do so or may be able to sell such securities only at prices
lower than if such securities were more widely held. Under such circumstances,
it may also be more difficult to determine the fair value of such securities for
purposes of computing the Trust's net asset value.

The secondary market for some municipal obligations is less liquid than
that for taxable debt obligations or other more widely traded municipal
obligations. These include residual interest municipal bonds. No established
resale market exists for certain of the municipal obligations in which the Trust
may invest. The market for obligations rated below investment grade is also
likely to be less liquid than the market for higher rated obligations. As a
result, the Trust may be unable to dispose of these municipal obligations at
times when it would otherwise wish to do so at the prices at which they are
valued.

A secondary market may be subject to irregular trading activity, wide
bid/ask spreads and extended trade settlement periods. The Trust has no
limitation on the amount of its assets which may be invested in securities which
are not readily marketable or are subject to restrictions on resale. The risks
associated with illiquidity are particularly acute in situations where the
Trust's operations require cash, such as if the Trust tenders for its Shares,
and may result in the Trust borrowing to meet short-term cash requirements.

Closed-End Funds. The Trust is a closed-end investment company with no
history of operations and is designed primarily for long-term investors and not
as a trading vehicle. The shares of closed-end investment companies often trade
at a discount from their net asset value, and the Shares may likewise trade at a
discount from net asset value. The trading price of the Trust's Shares may be
less than the initial public offering price, creating a risk of loss for
investors purchasing in the initial public offering of the Shares. This market
price risk may be greater for investors who sell their Shares within a
relatively short period after completion of this offering.

Non-Diversification. The Trust has registered as a "non-diversified"
investment company under the 1940 Act so that, subject to its investment
restrictions and applicable federal income tax diversification requirements,
with respect to 50% of its total assets, it will be able to invest more than 5%
(but not more than 25%) of the value of its total assets in the obligations of
any single issuer. To the extent the Trust invests a relatively high percentage
of its assets in obligations of a limited number of issuers, the Trust will be
more susceptible than a more widely diversified investment company to any single
corporate, economic, political or regulatory occurrence.

Year 2000 Compliance. The Trust could be adversely affected if the
computer systems used by the Adviser and other service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. This is commonly known as the "Year 2000 Problem." Eaton Vance is
taking steps that it believes are reasonably designed to address the Year 2000
Problem with respect to computer systems that it uses and to obtain reasonable
assurances that comparable steps are being taken by the Trust's other major
service providers. At this time, there can be no assurance that these steps will
be sufficient to avoid any adverse impact to the Trust.

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In addition, it is possible that the markets for municipal securities in
which the Trust invests may be detrimentally affected by computer failures
throughout the financial services industry beginning on or before January 1,
2000. Improperly functioning trading systems may result in settlement problems
and liquidity issues. In addition, corporate and governmental data processing
errors may result in production problems for individual issuers and overall
economic uncertainties. Earnings of individual issuers will be affected by
remediation costs, which may be substantial and may be reported inconsistently
in financial statements. Accordingly, the Trust's investments may be adversely
affected. The statements above are subject to the Year 2000 Information and
Readiness Disclosure Act, which may limit the legal rights regarding the use of
such statements in the case of a dispute.

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES

The management of the Trust, including general supervision of the duties
performed by the Adviser under the Advisory Agreement (as defined below), is the
responsibility of the Trust's Board of Trustees under the laws of The
Commonwealth of Massachusetts and the Investment Company Act.

THE ADVISER

Eaton Vance Management acts as the Trust's investment adviser under an
Investment Advisory Agreement (the "Advisory Agreement"). The Adviser's
principal office is located at 24 Federal Street, Boston, MA 02110. Eaton Vance,
its affiliates and predecessor companies have been managing assets of
individuals and institutions since 1924 and of investment companies since 1931.
Eaton Vance (or its affiliates) currently serves as the investment adviser to
investment companies and various individual and institutional clients with
combined assets under management of over $31 billion, of which approximately $28
billion is in investment companies. Eaton Vance is a wholly-owned subsidiary of
Eaton Vance Corp., a publicly held holding company which through its
subsidiaries and affiliates engages primarily in investment management,
administration and marketing activities.

Eaton Vance employs 24 personnel in its municipal bond department,
including six portfolio managers, two traders and eleven credit analysts. Eaton
Vance was one of the first advisory firms to manage a registered municipal bond
investment company, and has done so continuously since 1978. Eaton Vance
currently manages 3 national municipal investment companies, 32 single state
municipal investment companies, 10 limited maturity municipal investment
companies and 1 money market municipal investment company, with assets of over
$7.5 billion. All but 1 of these funds are open-end. Among such funds, Eaton
Vance currently offers Eaton Vance Pennsylvania Municipals Fund, an open-end
fund which invests primarily in investment grade Pennsylvania municipal
obligations.

Under the general supervision of the Trust's Board of Trustees, the Adviser
will carry out the investment and reinvestment of the assets of the Trust, will
furnish continuously an investment program with respect to the Trust, will
determine which securities should be purchased, sold or exchanged, and will
implement such determinations. The Adviser will furnish to the Trust investment
advice and office facilities, equipment and personnel for servicing the
investments of the Trust. The Adviser will compensate all Trustees and officers
of the Trust who are members of the Adviser's organization and who render
investment services to the Trust, and will also compensate all other Adviser
personnel who provide research and investment services to the Trust. In return
for these services, facilities and payments, the Trust has agreed to pay the
Adviser as compensation under the Advisory Agreement a fee in the amount of .70%
of the average weekly gross assets of the Trust. Gross assets of the Trust shall
be calculated by deducting accrued liabilities of the Trust not including the
amount of any preferred shares outstanding.

Timothy T. Browse is the portfolio manager of the Trust and is responsible
for day-to-day management of the Trust's investments. Mr. Browse has been an
employee of Eaton Vance since 1992 and a Vice President of Eaton Vance since
1993. He currently manages eight municipal bond investment companies (including
the Eaton Vance Pennsylvania Municipals Fund) with combined assets of over $900
million.

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The Trust and the Adviser have adopted Codes of Ethics relating to personal
securities transactions. The Codes permit Adviser personnel to invest in
securities (including securities that may be purchased or held by the Trust) for
their own accounts, subject to certain pre-clearance, reporting and other
restrictions and procedures contained in such Codes.

The Trust has engaged Eaton Vance to act as its administrator under an
Administration Agreement (the "Administration Agreement"). Under the
Administration Agreement, Eaton Vance is responsible for managing the business
affairs of the Trust, subject to the supervision of the Trust's Board of
Trustees. Eaton Vance will furnish to the Trust all office facilities, equipment
and personnel for administering the affairs of the Trust. Eaton Vance's
administrative services include recordkeeping, preparation and filing of
documents required to comply with federal and state securities laws, supervising
the activities of the Trust's custodian and transfer agent, providing assistance
in connection with the Trustees' and shareholders' meetings, providing service
in connection with any repurchase offers and other administrative services
necessary to conduct the Trust's business. In return for these services,
facilities and payments, the Trust is authorized to pay Eaton Vance as
compensation under the Administration Agreement a fee in the amount of .20% of
the average weekly gross assets of the Trust.

Eaton Vance has agreed to bear all ordinary and organizational expenses of
the Trust that exceed 5% of average weekly net assets (taking into account the
deduction of any preferred shares and related expenses) for the first year of
operations. In return for this arrangement, the Trust will reimburse Eaton Vance
over the first year of operations for organizational expenses of the Trust borne
by Eaton Vance at the onset of operations.

DISTRIBUTIONS AND TAXES

The Trust intends to make monthly distributions of net investment income,
after payment of any dividends on any outstanding preferred shares. The Trust
will distribute annually any net short-term capital gain and any net capital
gain (which is the excess of net long-term capital gain over net short-term
capital loss). Distributions to Shareholders cannot be assured, and the amount
of each monthly distribution is likely to vary. Initial distributions to
Shareholders are expected to be paid approximately 60 days after the completion
of this offering. While there are any preferred shares outstanding, the Trust
might not be permitted to declare any cash dividend or other distribution on its
Shares in certain circumstances. See "Description of Capital Structure."

The Trust intends to invest a sufficient portion of its assets in
tax-exempt municipal securities so that it will be permitted to pay
"exempt-interest dividends" (as defined under applicable federal income tax
law). Each distribution of exempt-interest dividends, whether paid in cash or
reinvested in additional Shares, ordinarily will constitute income exempt from
regular federal income tax. Distributions of interest on certain municipal
obligations, however, are a tax preference item under the AMT. Furthermore,
exempt-interest dividends are included in determining what portion, if any, of a
person's social security and railroad retirement benefits will be includible in
gross income subject to regular federal income tax. Distributions of any taxable
net investment income and net short-term capital gain are taxable as ordinary
income. Distributions of the Trust's net capital gain ("capital gain
dividends"), if any, are taxable to Shareholders as long-term capital gains,
regardless of the length of time Shares have been held by Shareholders.
Distributions, if any, in excess of the Trust's earnings and profits will first
reduce the adjusted tax basis of a holder's Shares and, after that basis has
been reduced to zero, will constitute capital gains to the Shareholder (assuming
the Shares are held as a capital asset). See below for a summary of the maximum
tax rates applicable to capital gains (including capital gain dividends).
Interest on indebtedness incurred or continued by a Shareholder to purchase or
carry Shares is not deductible for federal income tax purposes if the Trust
distributes exempt-interest dividends during the Shareholder's taxable year.

The Trust will inform Shareholders of the source and tax status of all
distributions promptly after the close of each calendar year.

Selling Shareholders will generally recognize gain or loss in an amount
equal to the difference between the Shareholder's adjusted tax basis in the
Shares and the amount received. If the Shares are held as a capital

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asset, the gain or loss will be a capital gain or loss. The maximum tax rate
applicable to net capital gains recognized by individuals and other
non-corporate taxpayers is (i) the same as the maximum ordinary income tax rate
for gains recognized on the sale of capital assets held for one year or less or
(ii) 20% for gains recognized on the sale of capital assets held for more than
one year (as well as capital gain dividends). Any loss on a disposition of
Shares held for six months or less will be treated as a long-term capital loss
to the extent of any capital gain dividends received with respect to those
Shares, and will be disallowed to the extent of any exempt-interest dividends
received with respect to those Shares. For purposes of determining whether
Shares have been held for six months or less, the holding period is suspended
for any periods during which the Shareholder's risk of loss is diminished as a
result of holding one or more other positions in substantially similar or
related property, or through certain options or short sales. Any loss realized
on a sale or exchange of Shares will be disallowed to the extent those Shares
are replaced by other Shares within a period of 61 days beginning 30 days before
and ending 30 days after the date of disposition of the Shares (which could
occur, for example, if the Shareholder is a participant in the Plan (as defined
below)). In that event, the basis of the replacement Shares will be adjusted to
reflect the disallowed loss.

An investor should be aware that if Shares are purchased shortly before the
record date for any taxable dividend (including a capital gain dividend), the
purchase price likely will reflect the value of the dividend and the investor
then would receive a taxable distribution likely to reduce the trading value of
such Shares, in effect resulting in a taxable return of some of the purchase
price. Taxable distributions to individuals and certain other non-corporate
Shareholders, including those who have not provided their correct taxpayer
identification number and other required certifications, may be subject to
"backup" federal income tax withholding at the rate of 31%.

PENNSYLVANIA TAXES. Interest derived by the Trust from obligations which
are statutorily free from state taxation in Pennsylvania ("Exempt Obligations")
are not taxable on pass through to shareholders for purposes of the Pennsylvania
personal income tax. The term "Exempt Obligations" includes (i) those
obligations issued by the Commonwealth of Pennsylvania and its political
subdivisions, agencies and instrumentalities, the interest from which is
statutorily free from state taxation in the Commonwealth of Pennsylvania, and
(ii) certain qualifying obligations of U.S. territories and possessions, or U.S.
Government obligations. Distributions attributable to most other sources,
including capital gains, will not be exempt from Pennsylvania personal income
tax.

Corporate shareholders that are subject to the Pennsylvania corporate net
income tax will not be subject to corporate net income tax on distributions of
interest made by the Trust, provided such distributions are attributable to
Exempt Obligations. Distributions of capital gain attributable to Exempt
Obligations are subject to the Pennsylvania corporate net income tax. An
investment in the Trust is also exempt from the Pennsylvania Gross Premiums tax.

Shares of the Trust which are held by individual shareholders who are
Pennsylvania residents and subject to the Pennsylvania county personal property
tax will be exempt from such tax to the extent that the obligations held by the
Trust consist of Exempt Obligations on the annual assessment date. Corporations
are not subject to Pennsylvania personal property taxes.

For individual shareholders who are residents of the City of Philadelphia,
distributions of interest derived from Exempt Obligations will not be taxable
for purposes of the Philadelphia School District Investment Net Income Tax
("Philadelphia School District Tax"), provided that the Trust reports to its
investors the percentage of Exempt Obligations held by it for the year. The
Trust will report such percentage to its investors.

The foregoing briefly summarizes some of the important federal income tax
consequences to Shareholders of investing in Shares, reflects the federal and
state tax law as of the date of this Prospectus, and does not address special
tax rules applicable to certain types of investors, such as corporate investors.
Investors should consult their tax advisers regarding other federal, state or
local tax considerations that may be applicable in their particular
circumstances, as well as any proposed tax law changes.

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DIVIDEND REINVESTMENT PLAN

Pursuant to the Trust's Dividend Reinvestment Plan (the "Plan"), unless a
Shareholder otherwise elects, all distributions of dividends (including all
capital gain dividends) will be automatically reinvested in Shares.

First Data Investor Services Group (the "Plan Agent") serves as agent for
the Shareholders in administering the Plan. Shareholders who elect not to
participate in the Plan will receive all distributions of dividends in cash paid
by check mailed directly to the Shareholder of record (or if the Shares are held
in Street or other nominee name, then to the nominee) by First Data Investor
Services Group as disbursing agent. Participation in the Plan is completely
voluntary and may be terminated or resumed at any time without penalty by
written notice if received by the Plan Agent not less than ten days prior to any
dividend record date.

Shares will be acquired by the Plan Agent or an independent broker-dealer
for the participants' accounts, depending upon the circumstances described
below, either (i) through receipt of additional previously authorized but
unissued Shares from the Trust ("newly issued Shares") or (ii) by purchase of
outstanding Shares on the open market ("open-market purchases") on the American
Stock Exchange or elsewhere. If on the payment date for the dividend, the net
asset value per Share is equal to or less than the market price per Share plus
estimated brokerage commissions (such condition being referred to herein as
"market premium"), the Plan Agent will invest the dividend amount in newly
issued Shares on behalf of the participants. The number of newly issued Shares
to be credited to each participant's account will be determined by dividing the
dollar amount of the dividend by the net asset value per Share on the date the
Shares are issued, provided that the maximum discount from the then current
market price per Share on the date of issuance may not exceed 5%. If on the
dividend payment date the net asset value per Share is greater than the market
value plus estimated brokerage commissions (such condition being referred to
herein as "market discount"), the Plan Agent will invest the dividend amount in
Shares acquired on behalf of the participants in open-market purchases.

In the event of a market discount on the dividend payment date, the Plan
Agent will have up to 30 days after the dividend payment date to invest the
dividend amount in Shares acquired in open-market purchases. If, before the Plan
Agent has completed its open-market purchases, the market price of a Share
exceeds the net asset value per Share, the average per Share purchase price paid
by the Plan Agent may exceed the net asset value of the Trust's Shares,
resulting in the acquisition of fewer Shares than if the dividend had been paid
in newly issued Shares on the dividend payment date. Therefore, the Plan
provides that if the Plan Agent is unable to invest the full dividend amount in
open-market purchases during the purchase period or if the market discount
shifts to a market premium during the purchase period, the Plan Agent will cease
making open-market purchases and will invest the uninvested portion of the
dividend amount in newly issued Shares.

The Plan Agent maintains all Shareholders' accounts in the Plan and
furnishes written confirmation of all transactions in the accounts, including
information needed by Shareholders for tax records. Shares in the account of
each Plan participant will be held by the Plan Agent on behalf of the Plan
participant, and each Shareholder proxy will include those Shares purchased or
received pursuant to the Plan. The Plan Agent will forward all proxy
solicitation materials to participants and vote proxies for Shares held pursuant
to the Plan in accordance with the instructions of the participants.

In the case of Shareholders such as banks, brokers or nominees that hold
Shares for others who are the beneficial owners, the Plan Agent will administer
the Plan on the basis of the number of Shares certified from time to time by the
record Shareholder's name and held for the account of beneficial owners who
participate in the Plan.

There will be no brokerage charges with respect to Shares issued directly
by the Trust as a result of dividends payable either in Shares or in cash.
However, each participant will pay a pro rata share of brokerage commissions
incurred with respect to the Plan Agent's open-market purchases in connection
with the reinvestment of dividends.

Shareholders participating in the Plan may receive benefits not available
to Shareholders not participating in the Plan. If the market price (plus
commissions) of the Trust's Shares is above their net asset value, participants
in the Plan will receive Shares of the Trust at less than they could otherwise
purchase them and

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will have Shares with a cash value greater than the value of any cash
distribution they would have received on their Shares. If the market price plus
commissions is below the net asset value, participants will receive
distributions in Shares with a net asset value greater than the per Share value
of any cash distribution they would have received on their Shares. However,
there may be insufficient Shares available in the market to make distributions
in Shares at prices below the net asset value. Also, since the Trust does not
redeem its Shares, the price on resale may be more or less than the net asset
value.

Experience under the Plan may indicate that changes are desirable.
Accordingly, the Trust reserves the right to amend or terminate the Plan. There
is no direct service charge to participants in the Plan; however, the Trust
reserves the right to amend the Plan to include a service charge payable by the
participants.

All correspondence concerning the Plan should be directed to the Plan Agent
at P. O. Box 8030, Boston, MA 02266-8030. Please call 1-800-331-1710 between the
hours of 9:00 a.m. and 5:00 p.m. Eastern Standard Time if you have questions
regarding the Plan.

DESCRIPTION OF CAPITAL STRUCTURE

The Trust is an unincorporated business trust established under the laws of
the Commonwealth of Massachusetts by an Agreement and Declaration of Trust dated
December 10, 1998 (the "Declaration of Trust"). The Declaration of Trust
provides that the Trustees of the Trust may authorize separate classes of shares
of beneficial interest. The Trustees have authorized an unlimited number of
Shares. The Trust intends to hold annual meetings of Shareholders in compliance
with the requirements of the American Stock Exchange.

Shares. The Declaration of Trust permits the Trust to issue an unlimited
number of full and fractional Shares of beneficial interest, $0.01 par value per
Share. Each Share represents an equal proportionate interest in the assets of
the Trust with each other Share in the Trust. Holders of Shares will be entitled
to the payment of dividends when, as and if declared by the Board of Trustees.
The 1940 Act or the terms of any borrowings or preferred shares may limit the
payment of dividends to the holders of Shares. Each whole Share shall be
entitled to one vote as to matters on which it is entitled to vote pursuant to
the terms of the Declaration of Trust on file with the SEC. Upon liquidation of
the Trust, after paying or adequately providing for the payment of all
liabilities of the Trust and the liquidation preference with respect to any
outstanding preferred shares, and upon receipt of such releases, indemnities and
refunding agreements as they deem necessary for their protection, the Trustees
may distribute the remaining assets of the Trust among the holders of the
Shares. The Declaration of Trust provides that Shareholders are not liable for
any liabilities of the Trust, requires inclusion of a clause to that effect in
every agreement entered into by the Trust and indemnifies shareholders against
any such liability. Although shareholders of an unincorporated business trust
established under Massachusetts law, in certain limited circumstances, may be
held personally liable for the obligations of the Trust as though they were
general partners, the provisions of the Declaration of Trust described in the
foregoing sentence make the likelihood of such personal liability remote.

While there are any borrowings or preferred shares outstanding, the Trust
may not be permitted to declare any cash dividend or other distribution on its
Shares, unless at the time of such declaration, (i) all accrued dividends on
preferred shares or accrued interest on borrowings have been paid and (2) the
value of the Trust's total assets (determined after deducting the amount of such
dividend or other distribution), less all liabilities and indebtedness of the
Trust not represented by senior securities, is at least 300% of the aggregate
amount of such securities representing indebtedness and at least 200% of the
aggregate amount of securities representing indebtedness plus the aggregate
liquidation value of the outstanding preferred shares (expected to equal the
aggregate original purchase price of the outstanding preferred shares plus
redemption premium, if any, together with any accrued and unpaid dividends
thereon, whether or not earned or declared and on a cumulative basis). In
addition to the requirements of the 1940 Act, the Trust may be required to
comply with other asset coverage requirements as a condition of the Trust
obtaining a rating of the preferred shares from a Rating Agency. These
requirements may include an asset coverage test more stringent than under the
1940 Act. This limitation on the Trust's ability to make distributions on its
Shares could in certain circumstances impair the ability of the Trust to
maintain its qualification for taxation as a regulated investment company.

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The Trust intends, however, to the extent possible to purchase or redeem
preferred shares from time to time to maintain compliance with such asset
coverage requirements and may pay special dividends to the holders of the
preferred shares in certain circumstances in connection with any such impairment
of the Trust's status as a regulated investment company. See "Investment
Objective, Policies and Risks" and "Distributions and Taxes." Depending on the
timing of any such redemption or repayment, the Trust may be required to pay a
premium in addition to the liquidation preference of the preferred shares to the
holders thereof.

The Trust has no present intention of offering additional Shares, except as
described herein. Other offerings of its Shares, if made, will require approval
of the Board of Trustees. Any additional offering will not be sold at a price
per Share below the then current net asset value (exclusive of underwriting
discounts and commissions) except in connection with an offering to existing
Shareholders or with the consent of a majority of the Trust's outstanding
Shares. The Shares have no preemptive rights.

The Trust generally will not issue Share certificates. However, upon
written request to the Trust's transfer agent, a share certificate will be
issued for any or all of the full Shares credited to an investor's account.
Share certificates which have been issued to an investor may be returned at any
time.

Repurchase of Shares and Other Discount Measures. Because shares of
closed-end management investment companies frequently trade at a discount to
their net asset values, the Board of Trustees has determined that from time to
time it may be in the interest of Shareholders for the Trust to take corrective
actions. The Board of Trustees, in consultation with Eaton Vance, will review at
least annually the possibility of open market repurchases and/or tender offers
for the Shares and will consider such factors as the market price of the Shares,
the net asset value of the Shares, the liquidity of the assets of the Trust,
effect on the Trust's expenses, whether such transactions would impair the
Trust's status as a regulated investment company or result in a failure to
comply with applicable asset coverage requirements, general economic conditions
and such other events or conditions which may have a material effect on the
Trust's ability to consummate such transactions. There are no assurances that
the Board of Trustees will, in fact, decide to undertake either of these actions
or if undertaken, that such actions will result in the Trust's Shares trading at
a price which is equal to or approximates their net asset value. In recognition
of the possibility that the Shares might trade at a discount to net asset value
and that any such discount may not be in the interest of Shareholders, the Board
of Trustees, in consultation with Eaton Vance, from time to time may review
possible actions to reduce any such discount.

Preferred Shares. The Declaration of Trust authorizes the issuance of an
unlimited number of shares of beneficial interest with preference rights,
including preferred shares (the "Preferred Shares"), having a par value of $0.01
per share, in one or more series, with rights as determined by the Board of
Trustees, by action of the Board of Trustees without the approval of the
Shareholders.

Under the requirements of the 1940 Act, the Trust must, immediately after
the issuance of any Preferred Shares, have an "asset coverage" of at least 200%.
Asset coverage means the ratio which the value of the total assets of the Trust,
less all liability and indebtedness not represented by senior securities (as
defined in the 1940 Act), bears to the aggregate amount of senior securities
representing indebtedness of the Trust, if any, plus the aggregate liquidation
preference of the Preferred Shares. If the Trust seeks a rating of the Preferred
Shares, asset coverage requirements, in addition to those set forth in the 1940
Act, may be imposed. The liquidation value of the Preferred Shares is expected
to equal their aggregate original purchase price plus redemption premium, if
any, together with any accrued and unpaid dividends thereon (on a cumulative
basis), whether or not earned or declared. The terms of the Preferred Shares,
including their dividend rate, voting rights, liquidation preference and
redemption provisions, will be determined by the Board of Trustees (subject to
applicable law and the Trust's Declaration of Trust) if and when it authorizes
the Preferred Shares. The Trust may issue Preferred Shares that provide for the
periodic redetermination of the dividend rate at relatively short intervals
through an auction or remarketing procedure, although the terms of the Preferred
Shares may also enable the Trust to lengthen such intervals. At times, the
dividend rate as redetermined on the Trust's Preferred Shares may approach or
exceed the Trust's return after expenses on the investment of proceeds from the
Preferred Shares and the Trust's leverage structure would result in a lower rate
of return to Shareholders than if the Trust were not so structured.

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In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Trust, the terms of any Preferred Shares may entitle the
holders of Preferred Shares to receive a preferential liquidating distribution
(expected to equal the original purchase price per share plus redemption
premium, if any, together with accrued and unpaid dividends, whether or not
earned or declared and on a cumulative basis) before any distribution of assets
is made to holders of Shares. After payment of the full amount of the
liquidating distribution to which they are entitled, the Preferred Shareholders
would not be entitled to any further participation in any distribution of assets
by the Trust.

Holders of Preferred Shares, voting as a class, shall be entitled to elect
two of the Trust's Trustees. Under the 1940 Act, if at any time dividends on the
Preferred Shares are unpaid in an amount equal to two full years' dividends
thereon, the holders of all outstanding Preferred Shares, voting as a class,
will be allowed to elect a majority of the Trust's Trustees until all dividends
in default have been paid or declared and set apart for payment. In addition, if
required by the Rating Agency rating the Preferred Shares or if the Board of
Trustees determines it to be in the best interests of the common shareholders,
issuance of the Preferred Shares may result in more restrictive provisions than
required by the 1940 Act being imposed. In this regard, holders of the Preferred
Shares may be entitled to elect a majority of the Trust's Board of Trustees in
other circumstances, for example, if one payment on the Preferred Shares is in
arrears.

The Trust currently intends to seek an investment grade rating for the
Preferred Shares from one Rating Agency. The Trust intends that, as long as
Preferred Shares are outstanding, the composition of its portfolio will reflect
guidelines established by such Rating Agency. Although, as of the date hereof,
no such Rating Agency has established guidelines relating to the Preferred
Shares, based on previous guidelines established by such Rating Agencies for the
securities of other issuers, the Trust anticipates that the guidelines with
respect to the Preferred Shares will establish a set of tests for portfolio
composition and asset coverage that supplement (and in some cases are more
restrictive than) the applicable requirements under the 1940 Act. Although, at
this time, no assurance can be given as to the nature or extent of the
guidelines which may be imposed in connection with obtaining a rating of the
Preferred Shares, the Trust currently anticipates that such guidelines will
include asset coverage requirements which are more restrictive than those under
the 1940 Act, restrictions on certain portfolio investments and investment
practices, requirements that the Trust maintain a portion of its assets in
short-term, high-quality, fixed-income securities and certain mandatory
redemption requirements relating to the Preferred Shares. No assurance can be
given that the guidelines actually imposed with respect to the Preferred Shares
by such Rating Agency will be more or less restrictive than as described in this
Prospectus.

Anti-Takeover Provisions in the Declaration of Trust. The Declaration of
Trust includes provisions that could have the effect of limiting the ability of
other entities or persons to acquire control of the Trust or to change the
composition of its Board of Trustees, and could have the effect of depriving
Shareholders of an opportunity to sell their Shares at a premium over prevailing
market prices by discouraging a third party from seeking to obtain control of
the Trust. These provisions may have the effect of discouraging attempts to
acquire control of the Trust, which attempts could have the effect of increasing
the expenses of the Trust and interfering with the normal operation of the
Trust. The Board of Trustees is divided into three classes, with the term of one
class expiring at each annual meeting of Shareholders. At each annual meeting,
one class of Trustees is elected to a three-year term. This provision could
delay for up to two years the replacement of a majority of the Board of
Trustees. A Trustee may be removed from office only for cause by a written
instrument signed by the remaining Trustees or by a vote of the holders of at
least two-thirds of the class of Shares of the Trust that elected such Trustee
and is entitled to vote on the matter.

In addition, the Declaration of Trust requires the favorable vote of the
holders of at least 75% of the outstanding shares of each class of the Trust,
voting as a class, then entitled to vote to approve, adopt or authorize certain
transactions with 5%-or-greater holders of a class of shares and their
associates, unless the Board of Trustees shall by resolution have approved a
memorandum of understanding with such holders, in which case normal voting
requirements would be in effect. For purposes of these provisions, a
5%-or-greater holder of a class of shares (a "Principal Shareholder") refers to
any person who, whether directly or indirectly and whether alone or together
with its affiliates and associates, beneficially owns 5% or more of the
outstanding shares of any class of beneficial interest of the Trust. The
transactions subject to these special

23
<PAGE> 26

approval requirements are: (i) the merger or consolidation of the Trust or any
subsidiary of the Trust with or into any Principal Shareholder; (ii) the
issuance of any securities of the Trust to any Principal Shareholder for cash;
(iii) the sale, lease or exchange of all or any substantial part of the assets
of the Trust to any Principal Shareholder (except assets having an aggregate
fair market value of less than $1,000,000, aggregating for the purpose of such
computation all assets sold, leased or exchanged in any series of similar
transactions within a twelve-month period); or (iv) the sale, lease or exchange
to the Trust or any subsidiary thereof, in exchange for securities of the Trust,
of any assets of any Principal Shareholder (except assets having an aggregate
fair market value of less than $1,000,000, aggregating for the purposes of such
computation all assets sold, leased or exchanged in any series of similar
transactions within a twelve-month period).

The Board of Trustees has determined that provisions with respect to the
Board and the 75% voting requirements described above, which voting requirements
are greater than the minimum requirements under Massachusetts law or the 1940
Act, are in the best interest of Shareholders generally. Reference should be
made to the Declaration of Trust on file with the SEC for the full text of these
provisions.

Conversion to Open-End Fund. The Trust may be converted to an open-end
investment company at any time if approved by the lesser of (i) 2/3 or more of
the Trust's then outstanding Shares and Preferred Shares (if any), each voting
separately as a class, or (ii) more than 50% of the then outstanding Shares and
Preferred Shares (if any), voting separately as a class if such conversion is
recommended by at least 75% of the Trustees then in office. If approved in the
foregoing manner, conversion of the Trust could not occur until 90 days after
the Shareholders' meeting at which such conversion was approved and would also
require at least 30 days' prior notice to all Shareholders. The composition of
the Trust's portfolio likely would prohibit the Trust from complying with
regulations of the SEC applicable to open-end investment companies. Accordingly,
conversion likely would require significant changes in the Trust's investment
policies and liquidation of a substantial portion of its relatively illiquid
portfolio. Conversion of the Trust to an open-end investment company also would
require the redemption of any outstanding Preferred Shares and could require the
repayment of borrowings, which would eliminate the leveraged capital structure
of the Trust with respect to the Shares. In the event of conversion, the Shares
would cease to be listed on the American Stock Exchange or other national
securities exchange or market system. The Board of Trustees believes, however,
that the closed-end structure is desirable, given the Trust's investment
objective and policies. Investors should assume, therefore, that it is unlikely
that the Board of Trustees would vote to convert the Trust to an open-end
investment company. Shareholders of an open-end investment company may require
the company to redeem their shares at any time (except in certain circumstances
as authorized by or under the 1940 Act) at their net asset value, less such
redemption charge, if any, as might be in effect at the time of a redemption.
The Trust expects to pay all such redemption requests in cash, but intends to
reserve the right to pay redemption requests in a combination of cash or
securities. If such partial payment in securities were made, investors may incur
brokerage costs in converting such securities to cash. If the Trust were
converted to an open-end fund, it is likely that new Shares would be sold at net
asset value plus a sales load.

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<PAGE> 27

UNDERWRITING

The underwriters named below (the "Underwriters"), acting through
PaineWebber Incorporated, 1285 Avenue of the Americas, New York, New York, as
lead representative, and A.G. Edwards & Sons Inc., Prudential Securities
Incorporated, Salomon Smith Barney Inc., Fahnestock & Co. Inc. and Janney
Montgomery Scott Inc., as their representatives (together with PaineWebber
Incorporated, the "Representatives"), have severally agreed, subject to the
terms and conditions of the Underwriting Agreement with the Trust and Eaton
Vance (the "Underwriting Agreement"), to purchase from the Trust the number of
Shares set forth opposite their respective names. The Underwriters are committed
to purchase all of such Shares if any are purchased.

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
----------- ----------------
<S> <C>
PaineWebber Incorporated.................................... 285,000
A.G. Edwards & Sons, Inc.................................... 285,000
Prudential Securities Incorporated.......................... 285,000
Salomon Smith Barney Inc.................................... 285,000
Fahnestock & Co. Inc........................................ 285,000
Janney Montgomery Scott Inc................................. 285,000
BT Alex. Brown Incorporated................................. 45,000
SG Cowen Securities Corporation............................. 45,000
Advest, Inc................................................. 35,000
EVEREN Securities, Inc...................................... 35,000
Fifth Third/The Ohio Company................................ 35,000
First Albany Corporation.................................... 35,000
Fleet Securities, Inc....................................... 35,000
Gibraltar Securities, Inc................................... 35,000
Gruntal & Co., L.L.C........................................ 35,000
Legg Mason Wood Walker, Incorporated........................ 35,000
Parker/Hunter Incorporated.................................. 35,000
Pennsylvania Merchant Group................................. 35,000
Tucker Anthony Incorporated................................. 35,000
Wheat First Securities, Inc................................. 35,000
BHC Securities, Inc......................................... 16,000
Boenning & Scattergood Inc.................................. 16,000
Branch, Cabell & Company.................................... 16,000
Ferris, Baker Watts, Inc.................................... 16,000
NatCity Investments, Inc.................................... 16,000
----------
Total............................................. 2,300,000
==========
</TABLE>

The Trust has granted to the Underwriters an option, exercisable for 45
days from the date of this Prospectus to purchase up to an additional 345,000
Shares to cover over-allotments, if any, at the initial offering price. The
Underwriters may exercise such option solely for the purpose of covering
over-allotments incurred in the sale of the Shares offered hereby. To the extent
that the Underwriters exercise this option, each of the Underwriters will have a
firm commitment, subject to certain conditions, to purchase an additional number
of Shares proportionate to such Underwriter's initial commitment.

The Shares are offered by the Underwriters, subject to prior sale, when, as
and if delivered to and accepted by the Underwriters and subject to their right
to reject orders in whole or in part. As set forth in the notes to the table on
the cover page of this Prospectus, Eaton Vance or an affiliate (not the Trust)
from its own assets has agreed to pay a commission to the Underwriters in the
amount of $0.675 per Share (4.50% of the public offering price per Share) or an
aggregate amount of $1,552,500 ($1,785,375 assuming full exercise of the
over-allotment option) for all Shares covered by this Prospectus. Such payment
will be the legal

25
<PAGE> 28

obligation of Eaton Vance or an affiliate and made out of its own assets and
will not in any way represent an obligation of the Trust or its Shareholders.
The Representatives have advised the Trust that the Underwriters may pay up to
$0.45 per Share from such payment received from Eaton Vance to selected dealers
who sell the Shares and that the Underwriters and such dealers may reallow a
concession of up to $0.10 per Share to certain other dealers who sell Shares.
Eaton Vance (or an affiliate) has agreed to pay all offering expenses of the
Trust that exceed $0.03 per share. Offering expenses include $14,025 payment to
the Underwriters in partial reimbursement of their expenses.

Prior to this offering, there has been no public market for the Shares or
any other securities of the Trust. Shares have been approved for listing on the
American Stock Exchange under the symbol "EVP." In order to meet the
requirements for listing the Shares on the American Stock Exchange, the
Underwriters have undertaken to sell lots of 100 or more Shares to a minimum of
400 beneficial holders. The minimum investment requirement is 100 Shares
($1,500).

The Trust and Eaton Vance have each agreed to indemnify the several
Underwriters for or to contribute to the losses arising out of certain
liabilities, including liabilities under the Securities Act of 1933, as amended.

The Trust has agreed not to offer or sell any additional Shares of the
Trust, other than as contemplated by this Prospectus, for a period of 180 days
after the date of the Underwriting Agreement without the prior written consent
of the Underwriters.

The Representatives have informed the Trust that the Underwriters do not
intend to confirm sale to any accounts over which they exercise discretionary
authority.

In connection with this offering, the Underwriters may purchase and sell
Shares in the open market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover syndicate short positions
created in connection with this offering. Stabilizing transactions consist of
certain bids or purchases for the purpose of preventing or retarding a decline
in the market price of the Shares and syndicate short positions involve the sale
by the Underwriters of a greater number of Shares than they are required to
purchase from the Trust in this offering. The Underwriters also may impose a
penalty bid, whereby selling concessions allowed to syndicate members or other
broker-dealers in respect of the Shares sold in this offering for their account,
may be reclaimed by the syndicate if such Shares are repurchased by the
syndicate in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the Shares, which
may be higher than the price that might otherwise prevail in the open market;
and these activities, if commenced, may be discontinued at any time without
notice. These transactions may be effected on the American Stock Exchange or
otherwise.

Under the terms of and subject to the conditions of the Underwriting
Agreement, the Underwriters are committed to purchase and pay for all Shares
offered hereby if any are purchased. The Underwriting Agreement provides that it
may be terminated at or prior to the closing date for the purchase of the Shares
if, in the judgement of the Representatives, payment for the delivery of the
Shares is rendered impracticable or inadvisable because (1) trading in the
equity securities of the Trust is suspended by the SEC, by an exchange that
lists the Shares, or by the National Association of Securities Dealers Automated
Quotation National Market System ("NASDAQ"), (2) trading in securities generally
on the New York Stock Exchange or NASDAQ shall have been suspended or limited or
minimum or maximum prices shall have been generally established on such exchange
or over-the-counter market, (3) additional material governmental restrictions,
not in force on the date of the Underwriting Agreement, have been imposed upon
trading in securities generally or trading in securities generally has been
suspended on any U.S. securities exchange, (4) a general banking moratorium has
been established by federal or New York authorities, or (5) any material adverse
change in the financial or securities markets in the United States or in
political, financial or economic conditions in the United States or any outbreak
or material escalation of hostilities or other calamity or crisis occurs, the
effect of which is such as to make it impracticable to market any or all of the
Shares. The Underwriting Agreement also may be terminated if any of the
conditions specified in the Underwriting Agreement have not been fulfilled when
and as required by such agreement.

26
<PAGE> 29

The Trust anticipates that the Representatives and certain other
Underwriters may from time to time act as brokers or dealers in connection with
the execution of its Trust transactions after they have ceased to be
Underwriters and, subject to certain restrictions, may act as such brokers while
they are Underwriters.

As described below under "Shareholder Servicing Agent, Custodian and
Transfer Agent," PaineWebber Incorporated will provide shareholder services to
the Trust pursuant to a Shareholder Servicing Agreement with Eaton Vance. Eaton
Vance will pay a monthly fee for such services on an annual basis equal to .10%
of the average weekly gross assets of the Trust.

SHAREHOLDER SERVICING AGENT, CUSTODIAN AND TRANSFER AGENT

Pursuant to a Shareholder Servicing Agreement between PaineWebber
Incorporated (the "Shareholder Servicing Agent") and Eaton Vance, the
Shareholder Servicing Agent will (i) undertake to make public information
pertaining to the Trust on an ongoing basis and to communicate to investors and
prospective investors the Trust's features and benefits (including periodic
seminars or conference calls, responses to questions from current or prospective
shareholders and specific shareholder contact where appropriate); (ii) make
available to investors and prospective investors market price, net asset value,
yield and other information regarding the Trust, if reasonably obtainable, for
the purpose of maintaining the visibility of the Trust in the investor
community; (iii) at the request of Eaton Vance, provide certain economic
research and statistical information and reports, if reasonably obtainable, on
behalf of the Trust, and consult with representatives and Trustees of the Trust
in connection therewith, which information and reports shall include: (a)
statistical and financial market information with respect to the Trust's market
performance and (b) comparative information regarding the Trust and other
closed-end management investment companies with respect to (1) the net asset
value of their respective shares, (2) the respective market performance of the
Trust and such other companies and (3) other relevant performance indicators;
and (iv) at the request of Eaton Vance, provide information to and consult with
the Board of Trustees with respect to applicable modifications to dividend
policies or capital structure, repositioning or restructuring of the Trust,
conversion of the Trust to an open-end investment company, liquidation or
merger; provided, however, that under the terms of the Shareholder Servicing
Agreement, the Shareholder Servicing Agent is not obligated to render any
opinions, valuations or recommendations of any kind or to perform any such
similar services. For these services, Eaton Vance will pay the Shareholder
Servicing Agent a fee equal on an annual basis to .10% of the Trust's average
weekly gross assets, payable in arrears at the end of each calendar month. Under
the terms of the Shareholder Servicing Agreement, the Shareholder Servicing
Agent is relieved from liability to Eaton Vance for any act or omission in the
course of its performances under the Shareholder Servicing Agreement in the
absence of gross negligence or willful misconduct by the Shareholder Servicing
Agent. The Shareholder Servicing Agreement will continue for an initial term of
two years and thereafter for successive one-year periods unless terminated by
either party upon 60 days written notice.

Investors Bank & Trust Company ("IBT"), 200 Clarendon Street, Boston, MA
02116 is the custodian of the Trust and will maintain custody of the securities
and cash of the Trust. IBT maintains the Trust's general ledger and computes net
asset value per share at least weekly. IBT also attends to details in connection
with the sale, exchange, substitution, transfer and other dealings with the
Trust's investments, and receives and disburses all funds. IBT also assists in
preparation of shareholder reports and the electronic filing of such reports
with the SEC.

First Data Investor Services Group, P.O. Box 5123, Westborough, MA
01581-5123 is the transfer agent and dividend disbursing agent of the Trust.

LEGAL OPINIONS

It is expected that certain legal matters in connection with the Shares
offered hereby will be passed upon for the Trust by Kirkpatrick & Lockhart LLP,
and for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP and its
affiliated entities.

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<PAGE> 30

ADDITIONAL INFORMATION

The Prospectus and the Statement of Additional Information do not contain
all of the information set forth in the Registration Statement that the Trust
has filed with the SEC. The complete Registration Statement may be obtained from
the SEC upon payment of the fee prescribed by its rules and regulations. The
Statement of Additional Information can be obtained without charge by calling
1-800-225-6265.

Statements contained in this Prospectus as to the contents of any contract
or other documents referred to are not necessarily complete, and, in each
instance, reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement of which this Prospectus forms a
part, each such statement being qualified in all respects by such reference.

TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Additional Investment Information and Restrictions.......... B-2
Trustees and Officers....................................... B-7
Investment Advisory and Other Services...................... B-10
Determination of Net Asset Value............................ B-11
Portfolio Trading........................................... B-11
Taxes....................................................... B-13
Other Information........................................... B-15
Auditors.................................................... B-15
Financial Statements........................................ B-16
Independent Auditors' Report................................ B-18
Appendix A: Ratings of Municipal Bonds...................... B-19
Appendix B: Tax Equivalent Yield Table...................... B-24
Appendix C: Pennsylvania and U.S. Territory Information..... B-25
</TABLE>

TRUSTEES OF THE TRUST

JESSICA M. BIBLIOWICZ
President and Chief Operating Officer of John A. Levin & Co.

DONALD R. DWIGHT
President of Dwight Partners, Inc.

JAMES B. HAWKES
Chairman, President and Chief Executive Officer of Eaton Vance Corp.

SAMUEL L. HAYES, III
Jacob H. Schiff Professor of Investment Banking Emeritus, Harvard
University Graduate School of Business Administration

NORTON H. REAMER
Chairman and Chief Executive Officer of United Asset Management Corporation

LYNN A. STOUT
Professor of Law, Georgetown University Law Center

JACK L. TREYNOR
Investment Adviser and Consultant

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<PAGE> 31

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<PAGE> 32

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2,300,000 SHARES

EATON VANCE PENNSYLVANIA
MUNICIPAL INCOME TRUST

---------------------
---------------------

[EATON VANCE LOGO]

----------------------
PROSPECTUS
----------------------
PAINEWEBBER INCORPORATED
A.G. EDWARDS & SONS, INC.
PRUDENTIAL SECURITIES INCORPORATED
SALOMON SMITH BARNEY
FAHNESTOCK & CO. INC.
JANNEY MONTGOMERY SCOTT INC.
------------------------
JANUARY 26, 1999

UNTIL FEBRUARY 20, 1999, ALL DEALERS EFFECTING TRANSACTIONS IN THE
REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
CE-PAMITP
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