EATON VANCE SPECIAL INVESTMENT TRUST
N-30D, 1995-03-03
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<PAGE>
                                TO SHAREHOLDERS

During the period from the Fund's  inception on November 17, 1994 until December
31, 1994, EV Classic  Special  Equities Fund had a total return of -1.2 percent.
That  return was the  result of a decline in net asset  value to $9.88 per share
from $10.00 per share at the time of inception.  By comparison,  the S&P 500, an
unmanaged  index of common  stocks,  had a total  return of -0.2 percent for the
same period.

The economy continued to grow solidly  throughout the year,  although  investors
found the period to be extremely  difficult.  During the year,  the stock market
watched nervously for signs of rising inflation as the Federal Reserve increased
short term rates a total of six times.  Overall, the interest  rate increase was
greater than many analysts  anticipated.  But inflation remained in the range of
2.7 percent for the year.

The   increasing   interest   rates  had  a  significant   negative   effect  on
interest-sensitive stocks, such as those of financial service companies.  Growth
stocks also were affected.  The year also was  characterized by great volatility
both in the prices of individual stocks and entire sectors of the market.

Cyclical  stocks were among the better  performers  during the first half of the
year. During the second six months,  growth stocks rallied for the first time in
more than a year.

EV CLASSIC SPECIAL EQUITIES FUND
10 LARGEST HOLDINGS*
Wabash National Corp. .........................        Truck trailers
Boston Scientific Corp. .......................        Medical devices
FIserv Inc. ...................................        Data processing services
Federal National Mortgage Corp. ...............        Housing finance
Mylan Laboratories Inc. .......................        Pharmaceuticals
Dallas Semiconductor Corp. ....................        High performance circuits
Consolidated Stores ...........................        Closeout merchandise
Home Depot Inc. ...............................        Building supplies
Franklin Resources Inc. .......................        Investment manager
Loctite Corp. .................................        Chemical sealants

*As of 12/31/94

During  1994,  some  sectors  that  had  done  well  for the  Fund  in the  past
experienced  severe downturns,  affecting the Fund's performance in the process.
Gaming  stocks,  for example,  did poorly because of a slowdown in the growth of
new  jurisdictions  that plan to allow gambling,  as well as a more  competitive
environment  for all gaming  companies.  In  response,  the  Portfolio's  gaming
investments were sold during the year.

During 1994,  there also was a pullback in some consumer  sectors,  most notably
restaurants  and  retail,   both  of  which  have  traditionally  been  strongly
represented in the Portfolio.

Of course,  past  performance is no guarantee of future returns,  but we believe
that growth stocks will provide a satisfactory long term total return.

                           Sincerely,

                       s/s James B. Hawkes
                           James B. Hawkes
                           President
                           February 21, 1995

<PAGE>
                               MANAGEMENT REPORT

An interview  with Clifford H. Krauss,  Vice President and manager of EV Special
Equities Portfolio.

Q. CLIFF, HOW WOULD YOU DESCRIBE THE PAST YEAR FOR THE FUND?

A. Simply put, it was a bad year.  The Fed increased  interest  rates six times,
   which depressed stock prices in several sectors. During the first half of the
   year,  cyclicals  did well,  while during the second half,  growth stocks did
   better.  In fact,  during  the third  quarter  of 1994,  when  growth  stocks
   rallied,  the  Fund's  performance  improved  markedly,  though not enough to
   offset earlier losses. It also was a nervous market that could punish a stock
   for even the slightest bit of bad news.

Q. IN TERMS OF THE HOLDINGS IN THE PORTFOLIO, WHAT SECTORS WERE HURT THE MOST?

A. The Portfolio has significant restaurant and retail holdings which did poorly
   in 1994.  For example,  the stocks of Bertucci's  Holding  Corp.  and Buffets
   Inc., two restaurant companies, were down by large margins. Gaming stocks did
   poorly  as a group,  and we sold our  gaming  holdings  during  the year even
   though these stocks performed very well for us in previous years.

Q. HOW WILL YOU BE DEALING WITH THESE DEVELOPMENTS IN 1995?

A. Our strategy will change only  slightly,  because we still firmly  believe in
   the  long-term  value of  investing  in  growth  stocks.  We  still  look for
   companies with rapidly  growing  earnings and solid  financial  strength.  In
   1995, we expect that, when opportunities present themselves,  we'll build our
   holdings in  smaller-capitalization  companies.  In addition,  we've  already
   added to our technology holdings.

Q. CAN YOU CITE SOME EXAMPLES OF INTERESTING TECHNOLOGY STOCKS IN THE PORTFOLIO?

A. Three come to mind  immediately.  EMC Corp. is a data storage  company  whose
   stock has performed well for us thus  far. Silicon Graphics is a manufacturer
   of  extremely  sophisticated   workstations  that  are  used  for  multimedia
   applications. And Cisco Systems is a networking company.

Q. YOU DESCRIBE THE MARKET AS NERVOUS. HOW DID THIS AFFECT INDIVIDUAL STOCKS?

A. In some cases,  companies  were  punished for only meeting  expectations.  In
   other cases, a piece of bad news about one company  caused  investors to flee
   an entire segment of the market,  depressing the prices of many stocks within
   that segment. In addition to looking at the fundamentals of their prospective
   investments,  investors  found  themselves  wondering how each stock would be
   viewed by other  investors as the year  progressed. As I said,  it was a very
   difficult environment.

Q. WHAT ARE SOME OF THE FUND'S SUCCESS STORIES THIS YEAR?

A. There were a number of stocks that performed well for us. Earlier I said that
   retail was a tough sector this year, but here's an exception. We bought stock
   in Consolidated  Stores, a merchandiser of closeouts,  at a very advantageous
   price.  It's done  well for us.  Wabash  National,  the  Portfolio's  largest
   holding, also did very well. This is a company that is manufacturing railroad
   cars and truck trailers in innovative  ways.  It's the kind of company -- one
   that's bringing new technology to the marketplace -- that we'd like to invest
   in during  1995.  Linear  Technology  is a company  that is  involved  in the
   digital-to-analog  conversion process.  It's shown consistent growth.  Boston
   Scientific, a medical device company, also did well.

Q. ARE THERE OTHER STOCKS IN THE PORTFOLIO FOR WHICH YOU HAVE HIGH HOPES?

A. One is MFS  Communications.  This  is  what's  called  a  competitive  access
   provider.  It provides businesses with an alternative local telephone loop at
   discount.  We believe this company  should perform well in 1995. We also hold
   stock in three  companies  that should benefit from the aging of the American
   population.   Demographic   trends  show  our   population  of  older  people
   increasingly  needs subacute care, and all three -- Genesis Health  Ventures,
   Horizon Health Care and Vitalink  Pharmacy Services -- are in the business of
   providing the elderly with lower-cost solutions to their medical needs. We're
   enthusiastic  about  two  companies  in  the  transportation  sector.  One is
   Greenbrier  Companies,  a major provider of  double-stack  railroad cars. The
   other is Union Switch & Signal,  which provides switching equipment and other
   engineering  services  to  railroads.  They are now  spending  more  money on
   upgrading such systems.

Q. DO YOU HAVE  GOALS  FOR THE FUND IN  1995?

A.  Yes.  We  want  to  be   increasingly   nimble  in  looking  for  investment
    opportunities.   As   I   mentioned   earlier,   the   area   of   mid   and
    smaller-capitalization companies may be fertile ground for us if we find the
    investments at the appropriate time.

Q. THERE ARE THOSE  ANALYSTS WHO BELIEVE THAT WE'RE ABOUT TO ENTER A PERIOD WHEN
   GROWTH STOCKS ARE STRONGER. ARE YOU AMONG THEM?

A. This  certainly  could  happen,  given the right  conditions.  Traditionally,
   growth  stocks  do not do well at times of  interest  rate  increases,  so if
   interest  rates  level off,  there could be a rally in growth  stocks  during
   1995.  That's  because under those  circumstances,  investors are going to be
   looking at the basic value that these stocks represent.  In addition, some of
   the political proposals now on the table would be very interesting for growth
   stocks.  I'm thinking  particularly  of a cut in the capital gains tax, which
   would be very positive.  And certainly any  possibility of getting the budget
   deficit further under control would be positive as well.



<PAGE>

Comparison  of Change in Value of a $10,000  Investment  in EV  Classic  Special
Equities Fund and the S&P 500 Stock Index

From December 1, 1994, through December 31, 1994
          Cumulative Total Return
          -----------------------
Life of Fund*                    -1.2%

          Classic
          Special
          Equities           S&P 500
11/94     10000               10000
12/94     10186               10197

Past  performance is not indicative of future  results.  Investment  returns and
principal will  fluctuate so that an investor's  shares,  when redeemed,  may be
worth  more or less than their  original  cost.  Source:  Towers  Data  Systems,
Bethesda, MD.

*Investment operations commenced on 11/17/94.

THE FUND'S PERFORMANCE
In accordance with guidelines issued by the Securities and Exchange  Commission,
the above chart  compares the Fund's  total  return  with that of a  broad-based
securities  market index.  The lines on the chart represent the total returns of
$10,000 hypothetical investments in the Fund and the S&P Stock Index.

THE TOTAL RETURN FIGURES
The solid line on the chart represents the Fund's performance.  The Fund's total
return figure reflects Fund expenses,  fees and Portfolio transaction costs, and
assumes the reinvestment of income dividends and capital gain distributions.

The  dotted  line  represents  the  performance  of the S&P 500 Stock  Index,  a
broad-based,  widely recognized unmanged index of 500 common stocks. The Index's
total return does not reflect any commissions or expenses that would be incurred
if an investor individually purchased or sold the securities  represented in the
Index.


<PAGE>
                     -----------------------------------
                       EV CLASSIC SPECIAL EQUITIES FUND
                             FINANCIAL STATEMENTS
                     STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------
                              December 31, 1994
- ------------------------------------------------------------------------------
ASSETS:
  Investments in Special Investment Portfolio
    (Portfolio), at value (Note 1A)                                 $120,839
  Deferred organization expenses (Note 1D)                            37,071
  Receivable from Administrator (Note 5)                               2,870
                                                                    --------
      Total assets                                                   160,780
LIABILITIES:
  Accrued organization expenses                            $37,995
  Accrued expenses                                             849
                                                           -------
      Total liabilities                                               38,844
                                                                    --------
NET ASSETS for 12,340 shares of beneficial interest
  outstanding                                                       $121,936
                                                                    ========
SOURCES OF NET ASSETS:
  Proceeds from sales of shares, less cost of shares
    redeemed                                                        $115,036
  Accumulated net realized loss on investments                           (21)
  Unrealized appreciation of investments                               6,921
                                                                    --------
      Total net assets                                              $121,936
                                                                    ========
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
  ($121,936 / 12,340 shares of beneficial interest)                  $ 9.88
                                                                     ======


    The accompanying notes are an integral part of the financial statements



<PAGE>
FINANCIAL STATEMENTS (Continued)

                           STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the period from the start of business November 17, 1994 to December 31, 1994
    ----------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 1B):
  Dividend income allocated from Portfolio                             $   37
  Interest income allocated from Portfolio                                 30
  Expenses allocated from Portfolio                                       (43)
                                                                       ------
        Total investment income                                            24
  Expenses --
    Distribution fees (Note 4)                                $   63
    Custodian fee                                                167
    Registration fees                                            350
    Transfer and dividend disbursing agent fees                  598
    Amortization of organization expenses (Note 1D)              924
    Miscellaneous                                                831
                                                              ------
        Total expenses                                         2,933
  Deduct --
    Allocation of expenses by the Administrator (Note 5)       2,870
                                                              ------
        Net expenses                                                       63
                                                                       ------
          Net investment loss                                             (39)
REALIZED AND UNREALIZED GAIN FROM PORTFOLIO:
  Net realized gain on investments (identified cost basis)         2
  Change in unrealized appreciation of investments             6,921
                                                              ------
        Net realized and unrealized gain on investments                 6,923
                                                                       ------
          Net increase in net assets resulting from operations         $6,884
                                                                       ======



    The accompanying notes are an integral part of the financial statements

<PAGE>
                      STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
         For the period from the start of business November 17, 1994 to
                               December 31, 1994
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:
  From operations --
    Net investment loss                                                $    (39)
    Net realized gain from Portfolio                                          2
    Unrealized appreciation from Portfolio                                6,921
                                                                       --------
      Net increase in net assets resulting from operations                6,884
                                                                       --------
  Net increase in net assets from Fund share transactions (Note 2)      115,042
                                                                       --------
      Net increase in net assets                                        121,926
NET ASSETS:
  Beginning of period                                                        10
                                                                       --------
  End of period (including undistributed net investment loss of $21)   $121,936
                                                                       ========





    The accompanying notes are an integral part of the financial statements

<PAGE>
FINANCIAL STATEMENTS (Continued)

                             FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------
         For the period from the start of business November 17, 1994 to
                               December 31, 1994
- ------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (for a share outstanding throughout the period):
NET ASSET VALUE -- Beginning of period                                $10.000
                                                                      -------
  Income from investment operations:
    Net investment loss                                               $(0.003)
    Net realized and unrealized gain on investments                    (0.117)
                                                                      -------
      Total loss from investment operations                           $(0.120)
                                                                      =======
NET ASSET VALUE -- End of period                                      $ 9.880
                                                                      =======
TOTAL RETURN                                                            (1.20)%
RATIOS/SUPPLEMENTAL DATA: (to average daily net assets)**
  Expenses*                                                              1.60 %+
  Net investment loss                                                   (0.59)%+
NET ASSETS AT END OF PERIOD  (000'S OMITTED)                          $   122
 + Computed on an  annualized basis.
 *Includes the Fund's share of Special Investment Portfolio's allocated expenses
  for the period from November 17, 1994 to December 31, 1994.
**The expenses  related to the  operation of the Fund reflect an  assumption  of
  expenses by the  administrator.  Had such  action not been  taken,  the ratios
  would have been as follows:

      Ratios (to average daily net assets)
        Expenses                                                        45.05 %+
        Net investment loss                                            (44.04)%+


    The accompanying notes are an integral part of the financial statements

<PAGE>
                  --------------------------------------------
                         NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)

- --------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
EV Classic Special  Equities Fund (the Fund) a  Massachusetts  business trust is
registered  under  the  Investment  Company  Act  of  1940,  as  amended,  as  a
diversified open-end management  investment company. The Fund is a series in the
Eaton Vance Special  Investment  Trust.  The Fund invests all of its  investable
assets in interests in the Special Investment  Portfolio (the Portfolio),  a New
York Trust,  having the same investment  objective as the Fund. The value of the
Fund's investment in the Portfolio reflects the Fund's proportionate interest in
the net assets of the Portfolio (0.2% at December 31, 1994).  The performance of
the Fund is directly affected by the performance of the Portfolio. The financial
statements  of the  Portfolio,  including  the  portfolio  of  investments,  are
included  elsewhere  in this report and should be read in  conjunction  with the
Fund's  financial  statements.   The  following  is  a  summary  of  significant
accounting policies  consistently followed by the Fund in the preparation of its
financial  statements.  The policies are in conformity  with generally  accepted
accounting principles.

A.  INVESTMENT  VALUATIONS  --  Valuations  of  securities  by the  Portfolio is
discussed in Note 1 of the Portfolio's  Notes to Financial  Statements which are
included elsewhere in this report.

B. INCOME -- The Fund's net  investment  income  consists of the Fund's pro rata
share of the net investment income of the Portfolio, less all actual and accrued
expenses of the Fund.

C. FEDERAL  TAXES -- The Fund's  policy is to comply with the  provisions of the
Internal  Revenue Code  applicable  to  regulated  investment  companies  and to
distribute to shareholders  each year all of its taxable  income,  including any
net realized gain on  investments,  option and financial  futures  transactions.
Accordingly,  no provision  for federal  income or excise tax is  necessary.  At
December 31, 1994, the Fund, for federal income tax purposes, had a capital loss
carryover  of $21,  which will reduce the Fund's  taxable  income  arising  from
future net  realized  gain on  investment  transactions,  if any,  to the extent
permitted by the Internal  Revenue Code,  and thus will reduce the amount of the
distributions to shareholders  which would otherwise be necessary to relieve the
Fund of any  liability  for federal  income or excise  tax.  Such  capital  loss
carryover will expire on December 31, 2002.

D. DEFERRED  ORGANIZATION  EXPENSES -- Costs  incurred by the Fund in connection
with its organization are being amortized on the  straight-line  basis over five
years.

E.  OTHER  --  Investment  transactions  are  accounted  for  on  the  date  the
investments are purchased or sold. Distributions to shareholders are recorded on
the ex-dividend date.

F. DISTRIBUTION COSTS -- For book purposes, commissions paid on the sale of Fund
shares and other distribution costs are charged to operations. For tax purposes,
commissions  paid were charged to paid-in capital prior to November 23, 1994 and
subsequently  charged to operations.  The change in the tax accounting  practice
was prompted by a recent  Internal  Revenue  Service ruling and has no effect on
either the Fund's current yield or total return (Note 4).
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)

- --------------------------------------------------------------------------------
(2) SHARES OF BENEFICIAL INTEREST
The  Declaration  of Trust permits the Trustees to issue an unlimited  number of
full  and  fractional  shares  of  beneficial   interest  (without  par  value).
Transactions  in Fund shares from the start of business,  November 17, 1994,  to
December 31, 1994 were as follows:
<TABLE>
<CAPTION>
                                                                                             SHARES         AMOUNT
                                                                                             ------         ------
<S>                                                                                         <C>            <C>     
Sales                                                                                       12,440         $116,000
Issued to shareholders electing to receive payment of distribution in Fund shares              --             --
Redemptions                                                                                   (100)            (958)
                                                                                            -------        --------
    Net increase                                                                            12,340         $115,042
                                                                                            =======        ========
</TABLE>
- --------------------------------------------------------------------------------
(3) INVESTMENT TRANSACTIONS
Increases  and decreases in the Fund's  investment  in the Portfolio  aggregated
$116,020 and $2,118, respectively.
- --------------------------------------------------------------------------------
(4) DISTRIBUTION PLAN
The Fund has adopted a  Distribution  Plan (the  "Plan")  pursuant to Rule 12b-1
under the Investment  Company Act of 1940. The Plan requires the Fund to pay the
principal  underwriter,  Eaton Vance Distributors,  Inc. (EVD), amounts equal to
1/365th  of  0.75%  of the  Fund's  daily  net  assets,  for  providing  ongoing
distribution  services and facilities to the Fund.  The Fund will  automatically
discontinue  payments to EVD during any period in which there are no outstanding
Uncovered  Distribution Charges, which are equivalent to the sum of (i) 6.25% of
the  aggregate   amount  received  by  the  Fund  for  shares  sold  plus,  (ii)
distribution  fees  calculated  by applying  the rate of 1% over the  prevailing
prime rate to the outstanding balance of Uncovered  Distribution Charges of EVD,
reduced by amounts theretofore paid to EVD.
  The amount payable to EVD with respect to each day is accrued on such day as a
liability  of the Fund and,  accordingly,  reduces the Fund's net  assets.  Such
payments would cease upon termination of the distribution agreement (unless made
in accordance with another distribution  agreement).  As a result, the Fund does
not accrue  amounts  which may become  payable to EVD in the future  because the
conditions  for recording any  contingent  liability  under  generally  accepted
accounting  principles  have not been  satisfied.  EVD earned $47 for the period
from the start of business,  November 17, 1994 to December 31, 1994 representing
0.75% (annualized) of average daily net assets. At December 31, 1994, the amount
of  Uncovered  Distribution  Charges  of  EVD  calculated  under  the  Plan  was
approximately $7,186.
  In addition, the Plan provides that the Fund may make payments of service fees
to the Principal Underwriter,  Authorized Firms and other persons in amounts not
exceeding 0.25% of the Fund's average daily net assets for each fiscal year. The
Trustees of the Fund have  initially  implemented  this provision of the Plan by
authorizing  the  Fund  to  make  payments  of  service  fees  to the  Principal
Underwriter,  Authorized Firms and other persons in each fiscal year of the Fund
in amounts  not  exceeding  0.25% (per  annum) of the Fund's  average  daily net
assets.  Provision  for  service fee  payments  for the period from the start of
business, November 17, 1994, to December 31, 1994 amounted to $16.
  Certain of the  officers and Trustees of the Fund are officers or directors of
EVD.
<PAGE>
- --------------------------------------------------------------------------------
(5) ADMINISTRATOR
The  administrator assumed  $2,870 of the Fund's  expenses  in the  period  from
November  17,  1994,  to December  31,  1994.  Investment  Adviser fee and other
transactions with affiliates are discussed in Note 3 of the Portfolio's Notes to
Financial Statements which are included elsewhere in this report.
- --------------------------------------------------------------------------------
(6) SUBSEQUENT EVENT
Shares purchased on or after January 30, 1995 and redeemed during the first year
after   purchase   (except  shares   acquired   through  the   reinvestment   of
distributions)  generally will be subject to a contingent  deferred sales charge
at a rate of one percent of redemption proceeds,  exclusive of all reinvestments
and capital  appreciation in the account. No contingent deferred sales charge is
imposed on exchanges  for shares of other funds in the Eaton Vance Classic Group
of Funds or Eaton Vance Money  Market  which are  distributed  with a contingent
deferred sales charge.

<PAGE>
                      REPORT OF INDEPENDENT ACCOUNTANTS
- ------------------------------------------------------------------------------
To the Shareholders and Trustees of
EV Classic  Special  Equities  Fund, a series of Eaton Vance Special  Investment
Trust:

We have  audited the  accompanying  statement  of assets and  liabilities  of EV
Classic Special Equities Fund, a series of Eaton Vance Special Investment Trust,
as of December 31, 1994,  the related  statement of  operations,  changes in net
assets and financial  highlights for the period from November 17, 1994 (start of
business)  to December  31,  1994.  These  financial  statements  and  financial
highlights are the responsibility of the Fund's  management.  Our responsibility
is to express an opinion on these financial  statements and financial highlights
based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements and financial  highlights are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included  confirmation of securities owned as of December 31, 1994 by
correspondence  with  the  custodian.  An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly,  in all material  respects,  the financial  position of EV
Classic Special Equities Fund, a series of Eaton Vance Special Investment Trust,
as of  December  31,  1994,  the results of its  operations,  changes in its net
assets and financial  highlights for the period from November 17, 1994 (start of
business) to December 31, 1994, in conformity with generally accepted accounting
principles.
                            COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
February 3, 1995


<PAGE>
- --------------------------------------------------------------------------------

                          SPECIAL INVESTMENT PORTFOLIO
                            PORTFOLIO OF INVESTMENTS
                               DECEMBER 31, 1994

- --------------------------------------------------------------------------------
                             COMMON STOCKS - 93.3%
- --------------------------------------------------------------------------------
NAME OF COMPANY                                         SHARES           VALUE
- --------------------------------------------------------------------------------
BUSINESS SERVICES - 6.8%
Accustaff Inc.*                                         20,000       $   277,500
Provider of specialized temporary staffing
  services to major corporations.
BISYS Corp.*                                            40,000           885,000
Services financial institutions with
  computer, administrative and marketing
  support data processing services.
Danka Business Systems PLC, ADR                         20,000           432,500
An independent provider of maintenance and
  service for office copying machines.
FIserv Incorporated*                                   103,500         2,225,250
Provider of data processing services to
  banks and savings institutions, benefiting
  from outsourcing trend.
G&K Services, Inc.                                      35,000           581,875
Rents and launders uniforms and other
  textile products.
                                                                     -----------
                                                                     $ 4,402,125
                                                                     -----------
COMMUNICATIONS - 6.2%
Comcast Corp.                                           55,000       $   862,812
Cable TV and cellular telephone operator.
Comcast UK Cable Partners                               40,000           640,000
Operator of  integrated  cable  television,
  residential telephone and business
  telecommunications services
  in the United Kingdom.
Intelcom Group, Inc.*                                   17,300           229,030
Provider of alternative access
  telecommunication services and
  international satellite uplink teleports.
MFS Communications Co., Inc*                            45,000         1,473,750
Provider of fiber-optic based
  telecommunications services primarily to
  businesses.
Paging Network, Inc.*                                   10,000           340,000
Provider of paging services in U.S.
Telephone & Data Systems, Inc.                          10,000           461,250
A provider  of  local  telephone  service  in
  smaller  communities,  as well as
  cellular and paging services.
                                                                     -----------
                                                                     $ 4,006,842
                                                                     -----------
<PAGE>
PORTFOLIO OF INVESTMENTS (Continued)

- --------------------------------------------------------------------------------
                          COMMON STOCKS - (Continued)
- --------------------------------------------------------------------------------
NAME OF COMPANY                                         SHARES           VALUE
- --------------------------------------------------------------------------------
COMPUTER EQUIPMENT - 2.7%
EMC Corp. Mass.                                         55,000       $ 1,189,375
Manufacturer of data storage products for
   midrange and mainframe computer systems.
Motorola Inc.                                           10,000           578,750
Leading worldwide producer of wireless
  communication systems and equipment,major
  manufacturer of semiconductors.
                                                                     -----------
                                                                     $ 1,768,125
                                                                     -----------
CONSUMER SOFTWARE - 6.4%
Banyan Inc.*                                            70,000       $ 1,251,250
Provider of networking software products for
  large, complex computer networks.
Lotus Development Corp.*                                10,000           411,250
Provider of business application software
  including (1-2-3), graphics (Freelance)
  and communications (Notes) products.
Novell, Inc.*                                           70,000         1,198,750
Leading provider of network software
  systems.
Silicon Graphics, Inc.*                                 40,000         1,235,000
Produces computer systems used for the
  design analysis and simulation of three
  dimensional objects.
                                                                     -----------
                                                                     $ 4,096,250
                                                                     -----------
CONSUMER PRODUCTS - 2.2%
Sunbeam Oster, Inc.                                     55,000       $ 1,416,250
Manufacturer of outdoor, household, and                              -----------
  specialty consumer products under Sunbeam
  and Oster brand names.

ELECTRONICS & INSTRUMENTATION - 7.3%
Cisco Systems, Inc.*                                    35,000       $ 1,229,375
Manufacturer of routers that connect
  computer networks.
Dallas Semiconductor Corp.*                            110,000         1,828,750
Specialty semiconductor supplier focusing on
  CMOS integrated circuits.
Linear Technology Corp.                                 15,000           742,500
Manufacturer of high performance linear
  integrated circuits.
Xilinx Inc.*                                            15,000           888,750
Leading world-wide supplier of CMOS
  programmable logic semiconductors.
                                                                     -----------
                                                                     $ 4,689,375
                                                                     -----------
<PAGE>
- --------------------------------------------------------------------------------
                          COMMON STOCKS - (Continued)
- --------------------------------------------------------------------------------
NAME OF COMPANY                                         SHARES           VALUE
- --------------------------------------------------------------------------------
ENTERTAINMENT - 2.5%
Carnival Corp.                                          60,000       $ 1,275,000
World's largest cruise ship company
  operating primarily as Carnival and
  Holland America cruise lines.
Gaylord Entertainment                                   16,000           364,000
Diversified cable entertainment/broadcasting
  company focused in the country music
  industry.
                                                                     -----------
                                                                     $ 1,639,000
                                                                     -----------
ENVIRONMENTAL SERVICES - 0.4%
United Waste Systems, Inc.*                             10,000       $   250,000
Integrated provider of solid waste                                   -----------
  management services to residential,
  commercial and industrial customers.

FINANCE - 7.5%
Federal National Mortgage Association                   30,000       $ 2,186,250
Leading factor in the secondary mortgage
  market.
Franklin Resources, Inc.                                45,000         1,603,125
One of the largest mutual fund organizations
  in the U.S.
T. Rowe Price Associates, Inc.                          35,000         1,050,000
Investment adviser to mutual funds,
  institutions and individuals.
                                                                     -----------
                                                                     $ 4,839,375
                                                                     -----------
HEALTHCARE - 11.9%
Boston Scientific Corp.*                               134,000       $ 2,328,250
Medical device manufacturer focusing
  primarily on disposable products in less
  invasive surgery procedures.
Genesis Health Ventures, Inc.*                          35,000         1,106,875
Provider of geriatric health services.
Horizon Healthcare Corp.*                               25,000           700,000
Manager of long-term care and specialty
  healthcare facilities focusing on
  geriatric care.
Mylan Laboratories, Inc.                                75,000         2,025,000
Leading manufacturer of generic drugs.
U.S. Healthcare, Inc.                                   15,000           618,750
Operates health management organization
  serving over 1.5 million members.
Ventritex Inc.*                                         25,500           688,500
Developer of new generation implantable
  heart defibrillator.
Vitalink Pharmacy Services, Inc.*                       12,500           178,125
Provider of pharmacy services to nursing
  homes and sub-acute care medical
  facilities.
                                                                     -----------
                                                                     $ 7,645,500
                                                                     -----------
<PAGE>
PORTFOLIO OF INVESTMENTS (Continued)

- --------------------------------------------------------------------------------
                          COMMON STOCKS - (Continued)
- --------------------------------------------------------------------------------
NAME OF COMPANY                                         SHARES           VALUE
- --------------------------------------------------------------------------------
INDUSTRIAL PRODUCTS - 9.8%
J & L Specialty Steel, Inc.                             40,000       $   785,000
Manufacturer of stainless steel.
Loctite Corp.                                           34,400         1,599,600
International manufacturer of adhesives,
  sealants and related products.
Union Switch & Signal, Inc.*                            45,000           613,125
Manufacturer of advanced signaling, control
  and automatic systems for railroads and
  transit authorities.
Wabash National Corp.                                   85,000         3,315,000
Manufacturer of specialy truck trailers
  benefiting from innovative new products.
                                                                     -----------
                                                                     $ 6,312,725
                                                                     -----------
INSURANCE - 7.1%
American International Group                            10,000       $   980,000
One of the world's leading insurance
  companies, operating in 130 countries.
HCC Insurance Holdings, Inc.*                           47,700         1,001,700
Specialty insurer focusing on complex
  international markets.
Mutual Risk Management Ltd.                             55,000         1,443,750
Specialty insurer focusing on workmen's
  compensation.
UNUM Corp.                                              30,000         1,132,500
Leading provider of long-term disability
  insurance.
                                                                     -----------
                                                                     $ 4,557,950
                                                                     -----------
PUBLISHING -1.2%
Scholastic Corp.*                                       15,000       $   765,000
Publisher/distributor of children's books,                           -----------
  magazines and related educational
  materials.

RESTAURANTS - 5.5%
Bertucci's Holding Corp.*                               95,000       $ 1,045,000
Rapidly growing operator of Italian style
  restaurants featuring wood burning brick
  ovens.
Brinker International, Inc.*                            70,000         1,268,750
Operator of Chili's, Grady's and other
  dinnerhouse restaurants growing through
  new unit expansion.
Buffets Inc.*                                          100,000           987,500
Chain of value-oriented Old Country Buffet
  restaurants growing through new unit
  expansion.
Quality Dining, Inc.*                                   16,900           209,138
Midwestern U.S. franchise operator of Burger
  King and Chili's restaurants.
                                                                     -----------
                                                                     $ 3,510,388
                                                                     -----------
<PAGE>
- --------------------------------------------------------------------------------
                          COMMON STOCKS - (Continued)
- --------------------------------------------------------------------------------
NAME OF COMPANY                                         SHARES           VALUE
- --------------------------------------------------------------------------------
RETAILING - 9.3%
Ann Taylor Stores Corp.*                                20,000       $   687,500
Specialty retailer of better quality women's
  apparel, shoes and accessories.
Consolidated Stores Corp.*                              95,000         1,769,375
Chain of close-out merchandise stores
  operating primarily under the Odd/Big Lots
  name.
Gap (The) Inc.                                          25,000           762,500
Specialty apparel retailer offering high-
  quality, modestly priced private-label
  sportswear under six brand names.
Home Depot Inc.                                         35,000         1,610,000
Operator of a chain of retail warehouse-type
  stores selling building supply and home
  improvement products.
Michaels Stores Inc.*                                   30,000         1,042,500
Leading arts and crafts retailer in the U.S.
Sports Authority (The)*                                  6,600           138,600
Largest operator of large-format sporting
  goods stores in the United States.
                                                                     -----------
                                                                     $ 6,010,475
                                                                     -----------
SPECIALTY CHEMICALS - 2.9%
Great Lakes Chemical Corp.                              20,000       $ 1,140,000
Leading producer of flame retardant and
  specialty intermediate chemicals.
Millipore Corp.                                         15,000           725,625
Manufacturer of membrane technology products
  used for chemical analysis and
  purification.
                                                                     -----------
                                                                     $ 1,865,625
                                                                     -----------
TRANSPORTATION - 3.6%
Greenbrier Companies,Inc.                               45,500       $   750,750
Leading manufacturer of intermodal railcars
  used to transport container freight.
M.S. Carriers, Inc.*                                    40,000           870,000
Irregular route truckload carrier.
Werner Enterprises, Inc.                                30,000           708,750
Nationwide truckload transportation carrier.
                                                                     -----------
                                                                     $ 2,329,500
                                                                     -----------
    TOTAL COMMON STOCKS
      (IDENTIFIED COST, $49,823,351)                                 $60,104,505
                                                                     -----------
<PAGE>
PORTFOLIO OF INVESTMENTS (Continued)
- --------------------------------------------------------------------------------
                             PREFERRED STOCK - 0.1%
- --------------------------------------------------------------------------------
NAME OF COMPANY                                        SHARES       VALUE
- --------------------------------------------------------------------------------
Concentric Data Systems, Inc.
1983 Class B Pfd.+
Software company providing data management
  programs for microcomputers.                          43,750      $     87,500
                                                                    ------------

    TOTAL PREFERRED STOCK
      (IDENTIFIED COST, $175,000)                                   $     87,500
                                                                    ------------

- --------------------------------------------------------------------------------
                         SHORT-TERM OBLIGATIONS - 6.9%
- --------------------------------------------------------------------------------
                                                     PRINCIPAL
                                                        AMOUNT
                                                          (000
                                                      OMITTED)             VALUE
- --------------------------------------------------------------------------------
CXC Inc., 5.95s, 1/3/95                                 $2,958      $ 2,956,842
General Electric Capital Corp., 5.82s, 1/9/95            1,485        1,483,080
                                                                    -----------
    TOTAL SHORT-TERM OBLIGATIONS, AT
      AMORTIZED COST                                                $ 4,439,922
                                                                    -----------
    TOTAL INVESTMENTS (IDENTIFIED COST,
       $54,438,273)                                                 $64,631,927
    OTHER ASSETS, LESS LIABILITIES - (0.3%)                         $  (189,555)
                                                                    -----------
    TOTAL NET ASSETS - 100%                                         $64,442,372
                                                                    ===========

*Non-income producing security.
+Not readily marketable security.

   The accompanying notes are an integral part of the financial statements






<PAGE>


                              FINANCIAL STATEMENTS
                      STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
                               December 31, 1994
- --------------------------------------------------------------------------------
ASSETS:
  Investments, at value (Note 1A) (identified cost,
     $54,438,273)                                                $64,631,927
  Cash                                                                 1,875
  Dividends receivable                                                28,262
  Deferred organization expenses (Note 1D)                            14,476
                                                                 -----------
      Total assets                                               $64,676,540

LIABILITIES:
  Payable for investments purchased                    $229,889
  Custodian fee payable                                   1,929
  Accrued expenses                                        2,350
                                                       --------
      Total liabilities                                              234,168
                                                                 -----------
NET ASSETS applicable to investors' interest
 in Portfolio                                                    $64,442,372
                                                                 ===========
SOURCES OF NET ASSETS:
  Net proceeds from capital contributions and withdrawals       $ 54,248,718
  Unrealized appreciation of investments (identified
    cost)                                                         10,193,654
                                                                 -----------
      Total net assets                                           $64,442,372
                                                                 ===========

   The accompanying notes are an integral part of the financial statements




<PAGE>
FINANCIAL STATEMENTS (Continued)

                            STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
                   For the period from the start of business,
                      August 1, 1994, to December 31, 1994
- --------------------------------------------------------------------------------
INVESTMENT INCOME:
  Dividend income                                                  $  130,332
  Interest income                                                     133,617
                                                                   ----------
    Total income                                                      263,949

  Expenses --
    Investment adviser fee (Note 3)                   $  175,012
    Custodian fee (Note 3)                                20,710
    Legal and accounting                                   8,231
    Registration fees                                      2,642
    Amortization of organization expenses (Note 1D)        1,196
    Printing                                                 173
    Miscellaneous                                            348
                                                      ----------
        Total expenses                                                208,312
                                                                   ----------
          Net investment income                                        55,637

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net realized loss on investments (identified cost
     basis)                                           $ (986,284)
  Change in unrealized appreciation on investments     4,288,639
                                                      ----------
        Net realized and unrealized gain on
          investments                                               3,302,355
                                                                   ----------
          Net increase in net assets resulting from operations     $3,357,992
                                                                   ==========

   The accompanying notes are an integral part of the financial statements






<PAGE>


                       STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
                   For the period from the start of business,
                      August 1, 1994, to December 31, 1994
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:
  From operations --
    Net investment income                                        $     55,637
    Net realized loss on investment transactions                     (986,284)
    Increase in unrealized appreciation of investments              4,288,639
                                                                 ------------
      Net increase in net assets from operations                 $  3,357,992
                                                                 ------------
  Capital transactions--
    Contributions                                                $104,495,403
    Withdrawals                                                   (43,411,023)
                                                                 ------------
    Increase in net assets resulting from capital transactions   $ 61,084,380
                                                                 ------------
      Total increase in net assets                               $ 64,442,372

NET ASSETS:
  At beginning of period                                              --
                                                                 ------------
  At end of period                                               $ 64,442,372
                                                                 ============


- --------------------------------------------------------------------------------
                               SUPPLEMENTARY DATA
- --------------------------------------------------------------------------------
RATIOS (As a percentage of average net assets):
  Expenses                                                       0.74%+
  Net investment income                                          0.20%+

PORTFOLIO TURNOVER                                               19%


+Computed on an annualized basis.
   The accompanying notes are an integral part of the financial statements



<PAGE>
                       ---------------------------------
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1994

- --------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
Special Investment  Portfolio (the Portfolio) is registered under the Investment
Company  Act of 1940 as a  diversified  open-end  investment  company  which was
organized as a trust under the laws of the State of New York on May 1, 1992. The
Declaration of Trust permits the Trustees to issue  beneficial  interests in the
Portfolio.  Investment  operations began on August 1, 1994, with the acquisition
of net assets of $69,001,817 in exchange for an interest in the Portfolio by one
of  the  Portfolio's  investors.  The  following  is a  summary  of  significant
accounting  policies of the  Portfolio.  The  policies  are in  conformity  with
generally accepted accounting principles.

A.  SECURITY  VALUATIONS  --  Investments  in  securities  traded on a  national
securities  exchange or in the NASDAQ National Market are valued on the basis of
the last  reported  sales prices on the last  business day of the period.  If no
sale is reported on that date, a security is valued, if quoted on such a day, at
not lower than the old bid price nor  higher  than the asked  prices.  Prices on
such exchanges  will not be used for valuing debt  securities if in the Trustees
judgment,  some other valuation method more accurately  reflects the fair market
value  of  such  a  security.   Securities  for  which  over-the-counter  market
quotations are readily available are valued on the basis of the mean between the
last bid and asked  prices.  Short-term  securities  are  valued at cost,  which
approximates  market  value.  All other  securities  and assets are appraised to
reflect their fair value as determined in good faith by the Trustees.

B. INCOME  TAXES -- The  Portfolio is treated as a  partnership  for federal tax
purposes.  No provision is made by the  Portfolio  for federal or state taxes on
any taxable  income of the  Portfolio  because each investor in the Portfolio is
ultimately  responsible  for  the  payment  of  any  taxes.  Since  some  of the
Portfolio's  investors are  regulated  investment  companies  that invest all or
substantially all of their assets in the Portfolio,  the Portfolio normally must
satisfy the applicable source of income and diversification  requirements (under
the Code) in order  for its  investors  to  satisfy  them.  The  Portfolio  will
allocate at least  annually  among its investors  each  investors'  distributive
share of the Portfolio's net investment  income, net realized capital gains, and
any other items of income, gain, loss, deduction or credit.

C.  OTHER  --  Investment  transactions  are  accounted  for  on  the  date  the
investments  are  purchased  or sold.  Dividend  income is  recorded  on the ex-
dividend  date.  Realized  gains  and  losses  on the  sale of  investments  are
determined on the identified cost basis.

D.  DEFERRED  ORGANIZATION  EXPENSES  --  Costs  incurred  by the  Portfolio  in
connection with its organization are being amortized on the straight-line  basis
over five years.
- --------------------------------------------------------------------------------
(2)  INVESTMENT  TRANSACTIONS
Purchases  and  sales  of  investments,   other  than  short-term   obligations,
aggregrated $11,947,002 and $14,500,376, respectively.

<PAGE>
- --------------------------------------------------------------------------------
(3) INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The investment  adviser fee is earned by Boston Management and Research (BMR), a
wholly-owned  subsidiary of Eaton Vance  Management  (EVM), as compensation  for
management and investment  advisory services rendered to the Portfolio.  The fee
is at the annual rate of 5/8 of 1% of average  daily net assets.  For the period
from the start of  business,  August  1,  1994 to  December  31,  1994,  the fee
amounted to $175,012. Except as to Trustees of the Portfolio who are not members
of EVM's or BMR's organization,  officers and Trustees receive  remuneration for
their services to the Portfolio out of such  investment  adviser fee.  Investors
Bank & Trust Company (IBT),  an affiliate of EVM and BMR, serves as custodian of
the Portfolio.  Pursuant to the custodian agreement,  IBT receives a fee reduced
by credits  which are  determined  based on the average  daily cash balances the
Portfolio  maintains  with IBT.  Certain of the  officers  and  Trustees  of the
Portfolio  are  officers  and  directors/trustees  of the  above  organizations.
- ------------------------------------------------------------------------------
(4) LINE OF CREDIT
The Portfolio  participates  with other  portfolios and funds managed by BMR and
EVM and its affiliates in a $120 million unsecured line of credit agreement with
a bank. The line of credit consists of $20 million committed facility and a $100
million discretionary facility.  Borrowings will be made by the Portfolio solely
to  facilitate  the handling of unusual  and/or  unanticipated  short-term  cash
requirements.  Interest is charged to each portfolio  based on its borrowings at
an amount  above  either the bank's  adjusted  certificate  of deposit  rate,  a
variable  adjusted  certificate  of deposit rate,  or a federal funds  effective
rate.  In  addition,  a fee  computed  at an annual rate of 1/4 of 1% on the $20
million  committed  facility and on the daily unused portion of the $100 million
discretionary facility is allocated among the participating funds and portfolios
at the  end of  each  quarter.  The  Portfolio  did  not  have  any  significant
borrowings or allocated  fees during the period.  At December 31, 1994, the Fund
did  not  have  an  outstanding   balance   pursuant  to  the  line  of  credit.
- ------------------------------------------------------------------------------
(5)  FEDERAL   INCOME  TAX  BASIS  OF   INVESTMENTS
The cost and unrealized  appreciation/depreciation  in value of the  investments
owned at December 31, 1994,  as computed on a federal  income tax basis,  are as
follows:

Aggregate cost                                                       $54,436,173
                                                                     ===========
Gross  unrealized   appreciation                                     $12,351,693
Gross unrealized   depreciation                                        2,158,039
                                                                     -----------
Net  unrealized  appreciation                                        $10,193,654
                                                                     ===========



<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS
- -------------------------------------------------------------------------------
To the Trustees and Investors of
Special Investment Portfolio:

We have audited the accompanying  statement of assets and liabilities of Special
Investment Portfolio, including the portfolio of investments, as of December 31,
1994,  the  related   statement  of  operations,   changes  in  net  assets  and
supplementary  data for the period from August 1, 1994  (start of  business)  to
December 31, 1994.  These financial  statements and  supplementary  data are the
responsibility of the Portfolio's  management.  Our responsibility is to express
an opinion on these  financial  statements and  supplementary  data based on our
audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and supplementary data are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures  in  the  financial  statements.  Our
procedures included  confirmation of securities owned as of December 31, 1994 by
correspondence  with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  and  supplementary  data referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Special  Investment  Portfolio  as of  December  31,  1994,  the  results of its
operations, changes in its net assets and supplementary data for the period from
August 1, 1994 (start of  business) to December 31,  1994,  in  conformity  with
generally accepted accounting principles.

                                                        COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
February 3, 1995







<PAGE>
- --------------------------------------------------------------------------------
                            INVESTMENT MANAGEMENT

EV CLASSIC          OFFICERS                    TRUSTEES
SPECIAL EQUITIES    JAMES B. HAWKES             LANDON T. CLAY
FUND                President, Trustee          Chairman, Eaton Vance
24 Federal Street   PETER F. KIELY                Management
Boston, MA 02110    Vice President              DONALD R. DWIGHT
                    CLIFFORD H. KRAUSS          President,
                    Vice President and            Dwight Partners, Inc.
                      Portfolio Manager           Chairman, Newspapers of
                    JAMES L. O'CONNOR             New England, Inc.
                    Treasurer                   SAMUEL L. HAYES, III
                    THOMAS OTIS                 Jacob H. Schiff Professor of
                    Secretary                     Investment Banking,
                    WILLIAM J. AUSTIN, JR.        Harvard University
                    Assistant Treasurer           Graduate School of
                    DOUGLAS C. MILLER             Business Administration
                    Assistant Treasurer         NORTON H. REAMER
                    JANET E. SANDERS            President and Director, United
                    Assistant Treasurer and       Asset Management Corporation
                      Assistant Secretary       JOHN L. THORNDIKE
                                                  Director, Fiduciary Trust
                                                  Company
                                                JACK L. TREYNOR
                                                Investment Adviser and
                                                  Consultant

                    ------------------------------------------------------------
SPECIAL             OFFICERS                    TRUSTEES
INVESTMENT          JAMES B. HAWKES             LANDON T. CLAY
PORTFOLIO           President, Trustee          Chairman, Eaton Vance
24 Federal Street   PETER F. KIELY                Management
Boston, MA 02110    Vice President              DONALD R. DWIGHT
                    CLIFFORD H. KRAUSS          President,
                    Vice President and            Dwight Partners, Inc.
                      Portfolio Manager           Chairman, Newspapers of
                    JAMES L. O'CONNOR             New England, Inc.
                    Treasurer                   SAMUEL L. HAYES, III
                    THOMAS OTIS                 Jacob H. Schiff Professor of
                    Secretary                     Investment Banking,
                    WILLIAM J. AUSTIN, JR.        Harvard University
                    Assistant Treasurer           Graduate School of
                    JANET E. SANDERS              Business Administration
                    Assistant Treasurer and     NORTON H. REAMER
                      Assistant Secretary       President and Director, United
                                                  Asset Management Corporation
                                                JOHN L. THORNDIKE
                                                Director, Fiduciary Trust
                                                  Company
                                                JACK L. TREYNOR
                                                Investment Adviser and
                                                  Consultant


<PAGE>
INVESTMENT ADVISER OF
SPECIAL INVESTMENT PORTFOLIO
Boston Management and Research
24 Federal Street
Boston, MA 02110

ADMINISTRATOR OF
EV CLASSIC
SPECIAL EQUITIES FUND
Eaton Vance Management
24 Federal Street
Boston, MA 02110

PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(617) 482-8260

CUSTODIAN
Investors Bank & Trust Company
24 Federal Street
Boston, MA 02110

TRANSFER AGENT
The Shareholder Services Group, Inc.
BOS725
P.O. Box 1559
Boston, MA 02104

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P
One Post Office Square
Boston, MA 02109

This  report  must be  preceded or  accompanied  by a current  prospectus  which
contains more complete information on the Fund, including its distribution plan,
sales  charges and expenses.  Please read the  prospectus  carefully  before you
invest or send money.

EV CLASSIC SPECIAL EQUITIES FUND
24 FEDERAL STREET
BOSTON, MA 02110

C-SESRC




EV CLASSIC
SPECIAL EQUITIES
FUND

ANNUAL SHAREHOLDER REPORT
DECEMBER 31, 1994




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