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

During the year ending December 31, 1994, EV Traditional  Special  Equities Fund
had a total return of -9.6 percent,  excluding the sales charge. That return was
the  result of a decline  in net asset  value to $6.88 per share  from  $8.43 on
December 31,1993 and the reinvestment of $0.73 in capital gain distributions. By
comparison, the S&P 500, an unmanaged index of common stocks, had a total return
of 1.4  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 TRADITIONAL SPECIAL EQUITIES FUND
10 LARGEST HOLDINGS*

Wabash National Corp..............................................Truck trailers
Boston Scientific Corp...........................................Medical devices
FIServ..................................................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 Funds 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/James B. Hawkes
[Photograph of James B. Hawkes]
                                         James B. Hawkes
                                         President
                                         February 21, 1995

<PAGE>


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

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 very 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.

<PAGE>
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 thats 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,  which now are  spending  more money on
    upgrading such systems.

[Photograph of Clifford H. Krauss]

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 TRADITIONAL  SPECIAL
EQUITIES FUND AND THE S&P 500 STOCK INDEX
From January 1, 1985, through December 31, 1994

    Average Annual                 1              5                10
      Returns                    Year           Year              Year
    -------------                ----           -----             -----
 Including Maximum
   Sales Charge              -13.9%          7.6%               9.0%

  Excluding Maximum
   Sales Charge               -9.6%          8.7%               9.5%

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 4/22/68.

       Traditional
         Special
        Equities
          Fund     S&P 500
12/84     9526      10000
1/85      10620     10741
2/85      10683     10834
3/85      10211     10918
4/85      10003     10868
5/85      10395     11455
6/85      10741     11715
7/85      10885     11658
8/85      10632     11518
9/85      9790      11238
10/85     10136     11716
11/85     10954     12478
12/85     11289     13164
1/86      11638     13195
2/86      12466     14139
3/86      12683     15013
4/86      13115     14801
5/86      13635     15544
6/86      13437     15894
7/86      12225     14961
8/86      12435     16026
9/86      11019     14790
10/86     11502     15599
11/86     11236     15934
12/86     11100     15615
1/87      12599     17673
2/87      13368     18325
3/87      13224     18945
4/87      12674     18728
5/87      13045     18841
6/87      13080     19890
7/87      13521     20850
8/87      14122     21578
9/87      13942     21203
10/87     10650     16589
11/87     9981      15173
12/87     11327     16424
1/88      11423     17088
2/88      12251     17802
3/88      12141     17358
4/88      12196     17522
5/88      11975     17578
6/88      12735     18508
7/88      12376     18408
8/88      11927     17698
9/88      12493     18567
<PAGE>
       Traditional
         Special
        Equities
          Fund     S&P 500
10/88     12334     19049
11/88     12100     18689
12/88     12597     19133
1/89      13073     20494
2/89      12907     19901
3/89      13163     20487
4/89      13867     21513
5/89      14646     22269
6/89      14191     22291
7/89      15054     24261
8/89      15426     24638
9/89      15696     24675
10/89     15392     24054
11/89     15544     24452
12/89     15565     25177
1/90      14357     23445
2/90      14998     23645
3/90      15675     24416
4/90      15285     23759
5/90      17393     25945
6/90      17835     25945
7/90      17216     25809
8/90      15344     23375
9/90      14629     22396
10/90     13759     22246
11/90     15020     23579
12/90     15954     24393
1/91      17572     25406
2/91      19111     27115
3/91      20244     27923
4/91      19799     27933
5/91      21142     29011
6/91      19767     27862
7/91      21338     29112
8/91      21900     29684
9/91      21611     29351
10/91     22525     29699
11/91     21822     28394
12/91     25100     31793
1/92      24889     31160
2/92      25179     31458
3/92      23729     30993
4/92      22701     31858
5/92      22596     31889
6/92      21699     31584
7/92      22886     32827
8/92      22464     32040
9/92      22912     32579
10/92     23518     32648
11/92     25364     33635
12/92     25781     34212
1/93      26326     34453
2/93      24433     34814
3/93      24921     35701
4/93      22913     34794
5/93      24491     35584
6/93      24404     35870
7/93      24003     35679
8/93      25236     36908
9/93      25982     36794
10/93     26240     37508
11/93     25666     37023
12/93     26075     37645
<PAGE>
       Traditional
         Special
        Equities
          Fund     S&P 500
1/94      26415     38868
2/94      26261     37700
3/94      23972     36229
4/94      23972     36647
5/94      23322     37101
6/94      22085     36384
7/94      22394     37530
8/94      24436     38941
9/94      23693     38162
10/94     24157     38959
11/94     23168     37420
12/94     23572     38156





THE FUND'S  PERFORMANCE
In accordance with guidelines issued by the Securities and Exchange  Commission,
the above  performance  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 500 Stock
Index.

THE TOTAL  RETURN  FIGURES
The solid line on the chart represents the Fund's performance,  and includes the
Fund's  maximum  current  sales charge of 4.75%.  The Fund's total return figure
reflects  Fund  expenses  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 unmanaged 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 TRADITIONAL SPECIAL EQUITIES FUND
                             FINANCIAL STATEMENTS

                     STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
                              December 31, 1994
- --------------------------------------------------------------------------------
ASSETS:
  Investment in Special Investment Portfolio (Portfolio),
    at value (Note 1A)                                           $63,763,414
  Receivable for Fund shares sold and dividend reinvestments         185,637
  Deferred organization expenses (Note 1E)                            10,542
                                                                 -----------
      Total assets                                                63,959,593

LIABILITIES:
  Payable for Fund shares redeemed                      $81,391
  Accrued directors fees                                  1,520
  Accrued distribution fees                              12,870
  Accrued transfer agent fees                             4,025
  Accrued organization expenses                           2,942
  Accrued expenses                                        4,543
                                                        -------
      Total liabilities                                              107,291
                                                                 -----------
NET ASSETS for 9,277,415 shares of beneficial interest
  outstanding                                                    $63,852,302
                                                                 ===========

SOURCES OF NET ASSETS:
  Proceeds from sales of shares (including shares
    issued  to  shareholders electing to receive
    payment of distributions in shares), less cost
    of shares redeemed                                           $53,674,709
Unrealized appreciation of investments                            10,177,593
                                                                 -----------
      Total net assets                                           $63,852,302
                                                                 ===========

NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
  ($63,852,302 / 9,277,415 shares of beneficial interest)           $ 6.88
                                                                    ======

COMPUTATION OF OFFERING PRICE:
  Offering price per share (100/95.25 of $6.88)                     $ 7.22
                                                                    ======

On sales of $100,000 or more, the offering price is reduced.


     The accompanying notes are an integral part of the financial statements

<PAGE>

FINANCIAL STATEMENTS (continued)

                           STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
                       For the Year Ended December 31, 1994
- --------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 1B):
  Dividend income                                                 $   199,753
  Interest income                                                     138,477
  Dividend income allocated from Portfolio                            129,925
  Interest income allocated from Portfolio                            133,258
  Expenses allocated from Portfolio                                  (207,783)
                                                                  -----------
      Total investment income                                         393,630
  Expenses --
    Investment adviser fee (Note 5)                 $   270,926
    Service fees (Note 6)                                50,704
    Compensation of Trustees not members of the
      Investment Adviser's organization                   6,292
    Custodian fees (Note 5)                              38,880
    Legal and accounting services                        20,265
    Transfer and dividend disbursing agent fees          56,755
    Printing and postage                                 28,421
    Registration fees                                    29,018
    Amortization of organization expenses
     (Note 1E)                                              958
    Miscellaneous                                        11,734
                                                    -----------
      Total expenses                                                  513,953
                                                                  -----------
        Net investment loss                                          (120,323)

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

  Net realized gain (identified cost basis) --
    Investment transactions                           7,209,586
  Net realized loss from Portfolio (identified
    cost basis) --
    Investment transactions                            (985,337)
                                                    -----------
        Net realized gain on investments
          ($6,183,757 net gain as computed for
          federal income tax purposes)                6,224,249
  Change in unrealized appreciation of investments  (13,248,458)
                                                    -----------
            Net realized and unrealized loss on
              investments                                          (7,024,209)
                                                                  -----------
              Net decrease in net assets resulting from
               operations                                         $(7,144,532)
                                                                  ===========

The accompanying notes are an integral part of the financial statements

<PAGE>

<TABLE>
<CAPTION>
                           STATEMENT OF CHANGES IN NET ASSETS
- ---------------------------------------------------------------------------------------
                                                               YEAR ENDED DECEMBER 31,
                                                             --------------------------
                                                                 1994           1993
                                                             -------------  -----------
<S>                                                          <C>            <C>
INCREASE (DECREASE) IN NET ASSETS:
  From operations:
    Net investment loss                                      $   (120,323)  $  (239,079)
    Net realized gain on investments                            6,224,249     6,026,583
    Decrease in unrealized appreciation of investments        (13,248,458)   (4,246,587)
                                                             ------------   -----------
  Net increase (decrease) in net assets resulting
    from operations                                          $ (7,144,532)  $ 1,540,917
  Undistributed net investment income included in
    price of shares sold and shares reacquired                    --            350,353
  Distributions to shareholders --
    From net realized gains on investment
      transactions                                             (6,183,757)   (6,183,828)
    Tax return of capital                                         (30,146)       --
  Net increase (decrease) from Fund share
    transactions (Note 3)                                        (921,158)    5,880,577
                                                             ------------   -----------
      Total increase (decrease) in net assets                $(14,279,593)  $ 1,588,019
                                                             ------------   -----------
NET ASSETS:
  Beginning of year                                            78,131,895    76,543,876
                                                             ------------   -----------
  End of year                                                $ 63,852,302   $78,131,895
                                                             ============   ===========
</TABLE>
The accompanying notes are an integral part of the financial statements

<PAGE>


FINANCIAL STATEMENTS (continued)

<TABLE>
<CAPTION>

                              FINANCIAL HIGHLIGHTS
- ---------------------------------------------------------------------------------------------------------------
                                                             YEAR ENDED DECEMBER 31,
                                     --------------------------------------------------------------------------
                                         1994           1993           1992            1991<F4>        1990<F4>
<S>                                      <C>           <C>            <C>            <C>            <C>
                                         -------        -------        -------        -------        -------
NET ASSET VALUE -- Beginning of year     $ 8.430       $ 8.990        $ 9.520        $ 6.810        $ 7.050
                                         -------       -------        -------        -------        -------
  Income from investment
      operations:
    Net investment income (loss)         $(0.013)      $(0.018)       $ 0.006        $ 0.004        $ 0.033
    Net realized and unrealized
      gain (loss) on investments          (0.807)         0.108         0.239          3.776          0.130
                                         -------       --------        -------        -------        -------
      Total income (loss) from
        investment operations            $(0.820)      $  0.090       $ 0.245        $ 3.780        $ 0.163
                                         -------       --------        -------        -------        -------
  Less distributions:
    From net realized gain on
       investments                        (0.727)        (0.650)       (0.775)        (1.070)        (0.403)
    Tax return of capital                 (0.003)         --             --             --             --
                                         -------       --------        -------        -------        -------
NET ASSET VALUE -- End of year           $ 6.880       $  8.430       $ 8.990        $ 9.520        $ 6.810
                                         =======       ========       =======        =======        =======

TOTAL RETURN                             (9.60)%         1.14%          2.71%         57.33%          2.50%
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000's
    omitted)                             $63,852       $78,132        $76,544        $77,324        $50,094
  Ratio of expenses to average net
    assets<F1>                             1.02%         1.01%          0.96%          0.94%          1.06%
  Ratio of net investment income
    to average net assets                (0.17)%       (0.30)%          0.07%          0.05%          0.48%

PORTFOLIO TURNOVER<F3>                       37%           73%            48%            41%            47%
<FN>
<F1>Includes the Fund's share of Special Investment Portfolio's allocated expenses for the period from August
    1, 1994, to December 31, 1994.
<F2>Computed on an average share basis.
<F3>Portfolio Turnover  represents the rate of portfolio activity for the period
    while the Fund was making investments directly in securities.  The portfolio
    turnover for the period since the Fund transferred  substantially all of its
    investable  assets to the  Portfolio is shown in the  Portfolio's  financial
    statements which are included elsewhere in this report.
<F4>Audited by previous auditors.
</FN>
</TABLE>

The accompanying notes are an integral part of the financial statements

<PAGE>

- --------------------------------------------------------------------------------
                     NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

(1) SIGNIFICANT ACCOUNTING POLICIES
EV Traditional 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.  On  August  2,  1994,  the  Fund
transferred substantially all of its investable assets to the Special Investment
Portfolio  (the  Portfolio).  Prior to this date the Fund's name was Eaton Vance
Special  Equities  Fund.  The  Fund  invests  all of its  investable  assets  in
interests  in 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
(98.9% 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. Prior to the Fund's investment in the Portfolio,  the Fund
held its investments directly.

C.  EQUALIZATION  -- Prior to January 1, 1994,  the Fund followed the accounting
practice known as equalization by which a portion of the proceeds from the sales
and costs of  reacquisitions  of Fund shares was allocated to undistributed  net
investment  income.  As a result,  undistributed net investment income per share
was unaffected by sales or reacquisitions of Fund shares. As of January 1, 1994,
the Fund discontinued the use of equalization.  This change had no effect on the
Fund's net assets,  net asset value per share, or its net increase or (decrease)
in net assets from operations. Discontinuing the use of equalization will result
in a simpler and more meaningful financial statement presentation.

D. FEDERAL  TAXES -- The Fund's  policy is to comply with the  provisions of the
Internal  Revenue Code  applicable  to  regulated  investment  companies  and to
distribute to shareholders  each year all of its taxable  income,  including any
net realized gain on investments,  options and financial  futures  transactions.
Accordingly, no provision for federal income or excise tax is necessary.

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

F.  OTHER  --  Investment  transactions  are  accounted  for  on  the  date  the
investments are purchased or sold. Dividend income and dividends to shareholders
are recorded on the ex-dividend date. Dividend income may include dividends that
represent returns of capital for federal tax purposes. Gains or loss on the sale
of investments is determined on the identified cost basis.

G.  DISTRIBUTIONS  --  Generally  accepted  accounting  principles  require that
differences in the recognition or classification of income between the financial
statements   and  tax   earnings   and  profits   which   result  in   temporary
over-distributions   for  financial  statement   purposes,   are  classified  as
distributions  in excess of net investment  income or  accumulated  net realized
gains.

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

(2) LINE OF CREDIT
Through August 1, 1994, the Fund participated with other funds managed by EVM in
a $120 million unsecured line of credit with a bank. The line of credit consists
of a $20 million committed facility and a $100 million  discretionary  facility.
Borrowings will be made by the Fund solely to facilitate the handling of unusual
and/or unanticipated  short-term cash requirements.  Interest is charged to each
fund 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/or the daily unused portion
of the $100 million discretionary  facility is allocated among the participating
funds  at the  end of each  quarter.  The  Fund  did not  have  any  significant
borrowings or allocated  fees during the period.  At December 31, 1994, the Fund
had no outstanding balance.  This line of credit was assumed by the Portfolio as
of August 2, 1994 (see Note 4 of the Portfolios financial statements).

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

(3) FUND SHARES
The Fund under its indenture of trust is authorized to issue unlimited shares of
$0.50 par value. Transactions in Fund shares were as follows:

<TABLE>
<CAPTION>
                                                 FOR THE YEAR ENDED DECEMBER 31,
                                     --------------------------------------------------------
                                                1994                          1993
                                     --------------------------    --------------------------
                                        SHARES         AMOUNT         SHARES         AMOUNT
<S>                                 <C>            <C>            <C>           <C>
                                      ---------     -----------     ---------     -----------
Sales                                23,121,866    $181,853,726    20,019,093   $167,330,920
Shares issued in reinvestment of
  distributions                         785,094       5,336,802       629,883      5,050,505
Shares issued for the net assets of
  another investment company             --             --            812,931      6,744,651
Shares redeemed                     (23,895,612)   (188,111,686)  (20,706,918)  (173,245,499)
                                    -----------    ------------   -----------    ------------
    Net increase (decrease)              11,348    $   (921,158)      754,989   $   5,880,577
                                    ===========    ============   ===========   =============
</TABLE>

<PAGE>
- -------------------------------------------------------------------------------
(4) INVESTMENT TRANSACTIONS
On August 2, 1994, the Fund transferred  substantially  all of its assets to the
Portfolio in exchange for an interest in the Portfolio.  Increases and decreases
in the Fund's  investments for the period from January 1, 1994 to August 1, 1994
aggregated $24,746,464 and $32,758,520, respectively. Increases and decreases in
the Fund's  investments  in the  Portfolio for the period from August 2, 1994 to
December 31, 1994 aggregated $34,816,259 and $43,392,065, respectively.

- -------------------------------------------------------------------------------
(5)  INVESTMENT  ADVISER FEE AND OTHER  TRANSACTIONS  WITH  AFFILIATES

Prior to August 2, 1994  (when  the Fund  transferred  substantially  all of its
assets to the Portfolio in exchange for an interest in the Portfolio),  the Fund
retained Eaton Vance Management (EVM) as its investment adviser.  The investment
adviser fee was earned by EVM as  compensation  for  management  and  investment
advisory  services rendered to the Fund. The fee was computed at the annual rate
of 5/8 of 1% of the Fund's average daily net assets. For the period from January
1 to August 1, 1994, the fee for such period amounted to $270,926.  Since August
2, 1994,  Eaton  Vance has served  only as the  administrator  of the Fund,  but
receives no  compensation.  The  Portfolio  has engaged  Boston  Management  and
Research (BMR), a subsidiary of EVM, to render investment advisory services. See
Note 3 of the  Portfolio's  Notes to  Financial  Statements  which are  included
elsewhere  in this report.  Except as to Trustees of the Fund and the  Portfolio
who are not  members  of EVM's  or BMR's  organization,  officers  and  Trustees
receive  remuneration  for  their  services  to the Fund out of such  investment
adviser fee.  Investors Bank & Trust Company (IBT),  an affiliate of EVM, serves
as custodian of the Fund and the Portfolio. Pursuant to the respective custodian
agreements,  IBT receives a fee reduced by credits which are determined based on
the average cash balances the Fund or the Portfolio  maintains with IBT. Certain
of  the  officers  and  Trustees  of  the  Fund,   Portfolio  are  officers  and
directors/trustees of the above organizations.

- ------------------------------------------------------------------------------
(6) SERVICE PLAN
The Trustees of the Fund adopted a Service Plan on July 7, 1993 designed to meet
the requirements of Rule 12b-1 under the Investment  Company Act of 1940 and the
service fee  requirements  of the  revised  sales  charge  rule of The  National
Association  of  Securities  Dealers Inc.  The Service Plan  replaced the Fund's
distribution  plan which became  effective  on June 12,  1989.  The Service Plan
provides  that  the  Fund  may  make  service  fee  payments  to  the  Principal
Underwriter,  Eaton  Vance  Distributors,  Inc.,  a  subsidiary  of Eaton  Vance
Management,  Authorized  Firms or other persons in amounts not exceeding .25% of
the Fund's  average  daily net assets for any fiscal  year.  The  Trustees  have
implemented the Service Plan by authorizing  the Fund to make quarterly  service
fee payments to the Principal  Underwriter  and Authorized  Firms in amounts not
expected to exceed .25% of that portion of the Fund's  average  daily net assets
for any fiscal year which is attributable to shares of the Fund sold on or after
June 12, 1989 by such  persons and  remaining  outstanding  for at least  twelve
months.  Such payments are made for personal  services and/or the maintenance of
shareholder  accounts.  During the fiscal year ended  December 31, 1994 the Fund
made  payments  of  $50,704  under  the Plan to the  Principal  Underwriter  and
Authorized Firms.



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

We have  audited the  accompanying  statement  of assets and  liabilities  of EV
Traditional  Special Equities Fund (formerly Eaton Vance Special Equities Fund),
a series of Eaton Vance Special  Investment  Trust, as of December 31, 1994, and
the related  statement of operations  for the year then ended,  the statement of
changes in net assets for each of the two years in the period then ended and the
financial highlights for each of the three years in the period then ended. 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 audits. The financial
highlights  for each of the two years in the period  ended  December  31,  1991,
presented herein,  were audited by other auditors whose report dated January 21,
1992, expressed an unqualifed opinion on such financial highlights.

We  conducted  our  audits  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.  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  audits  provide  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
Traditional  Special  Equities Fund, a series of Eaton Vance Special  Investment
Trust,  as of December 31, 1994, the results of its operations for the year then
ended,  the  changes  in its net  assets for each of the two years in the period
then  ended and the  financial  highlights  for each of the  three  years in the
period then ended, 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>
PORTFOLIO OF INVESTMENTS (Continued)

                             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>

- --------------------------------------------------------------------------------
                             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)
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------

(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 TRADITIONAL      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
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 AND DIVIDEND
DISBURSING AGENT
The Shareholder Services Group, Inc.
BOS725
P.O. Box 1559
Boston, MA 02104

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand LLP
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 TRADITIONAL SPECIAL EQUITIES FUND
24 FEDERAL STREET
BOSTON, MA 02110

T-SESRC



EV TRADITIONAL
SPECIAL EQUITIES
FUND

ANNUAL
SHAREHOLDER REPORT
DECEMBER 31, 1994




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