EATON VANCE SPECIAL INVESTMENT TRUST
N-30D, 1997-03-31
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EV Marathon
Greater India
Fund

Annual 
Shareholder Report
December 31, 1996



To Shareholders

EV Marathon Greater India Fund had a total return of -9.8% during 
the year ended December 31, 1996. That performance resulted from a 
decline in net asset value per share from $6.55 on December 31, 1995 
to $5.91 on December 31, 1996. It does not include the effect of the 
Fund's maximum contingent deferred sales charge incurred by certain 
redeeming shareholders. In comparison, the Bombay Stock Exchange 
Index* -- an unmanaged index of 200 common stocks traded in the 
Indian markets -- had a return of -8.4% for the same period. The 
Fund's results mirrored a declining Indian market, pulled lower by a 
weak economy and fragmented political leadership. 

In response to a slow economy, the Indian government unveils a new 
wave of reforms...

As 1996 drew to a close, the Indian government unveiled a series of 
economic proposals aimed at boosting the nation's economy. Among the 
proposals were measures that would make it easier for foreign 
companies to invest in joint ventures, bringing in badly needed 
capital to fund infrastructure-building. Another measure would speed 
up the timetable to fully covert the nation's currency, the rupee. 
That measure would further encourage foreign investment because it 
would enable companies to convert profits more easily into their own 
currency. The government also indicated it was reviewing the minimum 
corporate income tax, implemented in June, 1996.

Fund shares are not guaranteed by the FDIC and are not deposits or 
other obligations of, or guaranteed by, any depository institution. 
Shares are subject to investment risks, including possible loss of 
principal invested.

And further measures to improve investor sentiment...

Supplementing the proposals aimed at the business community, the 
United Front government presented measures that should encourage 
individual investors. First, the government suggested capital gains 
tax exemptions on long-term investments - those held longer than 
three years - in state-run companies. In addition, the government 
will provide further tax incentives for private sector stock market 
investments. Finally, the government will consider allowing share 
repurchases by companies. The ability to authorize share 
repurchases is intended to improve the financial flexibility of 
corporate managers and provide another way to improve shareholder 
values. 

The tax incentives received a warm initial reception from India's 
investors, as the Bombay Stock Exchange rose 5.4% on January 1, 
1997, one of the largest one-day gains in that market's history. 
While these reforms are welcome news to investors, there are, 
naturally, many economic hurdles yet to clear. But we are encouraged 
by signs that the Indian government is responding to investor 
concerns, and we believe that India's vast potential will reward 
patient, long-term investors.

Sincerely,

/S/JAMES B. HAWKES
James B. Hawkes 
President
February 21, 1997

[PHOTO OF JAMES B. HAWKES OMITTED]

* It is not possible to invest directly in the Index.



Management Discussion: B.N. Manjunath

An interview with B.N. Manjunath, Chief Representative, Lloyd George 
Management, Bombay, investment adviser to the South Asia Portfolio.

Q: Mr. Manjunath, 1996 was a very difficult year for the Indian 
market. What caused the market decline? 

A.  The Indian market was beset by a variety of difficulties that 
created a hostile climate for investors. First, economic growth 
slowed somewhat from the pace set last year. While the economy 
generated GDP growth of 6.3% in 1995, it was hard-pressed to match 
that level in 1996. Industrial growth has slowed significantly, 
while import growth, a measure of the country's appetite for 
industrial input, has slowed to 5% versus a growth rate over 30% 
last year.

Second, interest rates have remained alarmingly high. The government 
waged an all-out war on inflation last year, which pushed inflation 
significantly lower. The government's major weapon in that fight, 
higher interest rates, may have contributed to the current economic 
slowdown, while creating negative sentiment among investors. 

Third, the market has reflected a muddled political climate. The 
national elections in May, 1996 produced the ouster of the long-
dominant Congress Party government in favor of a loosely tied 
coalition of 13 parties. The lack of a clear mandate created 
uncertainties for investors. 

Finally, the market has been weighed under by several large equity 
offerings. In the long run, these market offerings are strongly 
positive, as they represent an important part of the government's 
privatization campaign. However, in the short-term, they can exert 
supply pressures on the market as cash is diverted from other areas 
into the new offerings. 

Together, these factors created a difficult backdrop for the Indian 
market in 1996.

[PHOTO OF B.N. MAJUNATH OMITTED]

Q: Do you see any cause for optimism? 

A.  Yes. Without minimizing the difficulties investors have endured 
in the past year, I definitely see cause for optimism. First, there 
are pockets of strength in the economy. Despite slow overall 
industrial output, the manufacturing sector has generated growth of 
10%. In addition, the agricultural sector, on the strength of a very 
successful monsoon season, should produce a record 193 million tons 
of foodgrains and provide a boost to the economy in the second half 
of the fiscal year. Also, after suffering through very high interest 
rates, the broad money supply is likely to expand somewhat for the 
fiscal year. That is a very welcome sign. And finally, the current 
government, however fragmented by coalition politics, has made it 
abundantly clear that it is firmly committed to the path of economic 
reforms initiated by its predecessor. 

[GRAPHIC OMITTED: vertical bar chart MARATHON & TRADITIONAL INDIA]

Plot Points:

GDP Growth
      1992       5.2
      1993       3.9
      1994       6.2
      1995       6.3
      1996       6.6

Foreign Inv.
      1992       350
      1993       600
      1994      1300
      1995      1990
      1996      2600

Export market
      1992       164
      1993       225
      1994       330
      1995       485
      1996       734

Q: Given the difficult market conditions, have you altered your 
investment approach?

A.  Broadly speaking, we have continued to focus on good 
fundamentals and to search for good relative value. The Portfolio's 
country allocations at December 31, 1996 were: 85.9% of equity 
investments in India, 8.0% in Pakistan, 3.7% in Sri Lanka, and 2.4% 
in Bangladesh. Naturally, these allocations are subject to change. 
In tighter focus, we have shifted our sector emphasis somewhat in 
response to the weak economic environment. We were helped in that 
effort by having built up our cash position increasingly as the 
market environment deteriorated. That afforded us the opportunity to 
pick up attractive companies at sharply discounted price levels.

Generally, we have reduced the Portfolio's exposure to cyclical and 
commodity-related companies, while increasing our commitments to 
defensive areas. That meant divesting or reducing our investments in 
shipping, metals, cement and petrochemical producers, while adding 
to our investments in areas such as pharmaceuticals, which are 
characteristically less influenced by the economy, and 
telecommunications, which have benefited from the secular trend to 
upgrade the country's infrastructure.

Q: What companies have you favored?

A.  Naturally, in a slow economy, earnings growth has been erratic. 
But there have been selected companies that have maintained strong 
earnings momentum. Examples of these companies included: Hoechst 
Marion Roussel, one of India's largest pharmaceutical companies; 
Hindustan Lever, a diversified consumer products company; and Larsen 
& Toubro, India's largest engineering and construction company. 
These companies were among the Portfolio's largest holdings at Dec-
ember 31, and, despite the disappointing economy, achieved 
relatively strong profit growth. 

Q: Could we take a closer look at some of those companies?

A.  Certainly. Hoechst Marion Roussel is the Indian branch of the 
Germany-based power-house, Hoechst AG, and is interesting for 
several reasons. First, it is among the country's leading producers 
of pharmaceuticals, boasting several market-leading drugs. Second, 
as part of a major restructuring, Hoechst has spun off its agro-
chemicals business in order to focus solely on pharmaceuticals. 
Finally, after completion of its merger with Roussel India, the 
company will have a 3.5% market share. In the first half of the 
fiscal year ending March 31, Hoechst saw 23.5% sales growth and a 
30% surge in profits. 

[GRAPHIC OMITTED: pie chart THE PORTFOLIO'S COMMON SOCK INVESTMENTS]

The Portfolio's common stock investments

India                85.9%

Pakistan              8.0%

Sri Lanka             3.7%

Bangladesh            2.4%

Footnote reads:
Based on market value as of December 31, 1996, excluding cash or 
fixed income securities. Because the Portfolio is actively managed, 
country allocations are subject to change.

Hindustan Lever produces personal products such as soaps, 
detergents, and chemicals, as well as garments and footwear. With 
the rise in the standard of living that has accompanied economic 
reforms, Indian consumer demand for personal care products has risen 
sharply, posting double-digit growth in recent years. As a leading 
provider of these products, Hindustan Lever saw earnings rise 23% in 
1996. 

In addition to being India's dominant engineering and construction 
company, Larsen & Toubro manufactures collateral products such as 
cement and earth-moving equipment. With its wide reach across the 
infrastructure sectors, Toubro is working on turnkey projects 
involved in the electric utility and petrochemical industries. The 
company is one of the major beneficiaries of India's massive 
infrastructure-building campaign and anticipates earnings growth of 
25% in 1997.

Q: Pakistan remains the Portfolio's second largest holding. What is 
your outlook for that market?

A.  Pakistan has suffered from political instability and nagging 
inflation worries. The Karachi Stock Exchange Index (KSE) fell 10.4% 
in 1996 as investors focused on the continuing fractious political 
climate. Meanwhile, inflation remained high, while the Pakistani 
rupee was devalued 19% and foreign reserves shrank to $800 million. 
Finally, the failure of Pakistan's cotton crop was a major 
disappointment for a market in which roughly one-quarter of listed 
companies are textile producers. Because of these difficulties, we 
limited our exposure to well recognized, large-cap companies with a 
relatively reliable earnings outlook. Pakistan Telecom, with its 
monopoly on all fixed-line telecom services, remains the Portfolio's 
largest holding in Pakistan.

From a valuation standpoint, the Pakistan market is the cheapest 
market in the region, selling at only 8-to-9 times earnings. If the 
country were to find a more stable political formula, it's possible 
that a recovery might take hold. For the time being, however, we 
remain cautious. 

Q: You mentioned the Indian government's privatization plans. Of 
what significance is that to the Indian economy?

A.  It has enormous consequences for the economy, in the long-term 
as well as the near-term. In the short-term, the proceeds of these 
sales may be used to pare the national deficit. 

Recent News from India:

(bullet) TVS Suzuki - One of India's largest automotive parts 
manufacturers and a holding of the Portfolio, TVS Suzuki has formed 
a venture with Unipart of the U.K. under which auto components will 
be marketed throughout Europe. TVS already includes General Motors, 
Nissan and Mercedes-Benz among its customers.

(bullet) NASCOM - India enjoys an increasingly important profile in 
the $300 billion global software business. According to the National 
Association of Software and Service Companies (NASCOM), India's low 
cost structure and ample expertise have helped it post 30% annual 
export growth in software.

(bullet) Indian Hotels, Ltd. - One of India's leading hotel 
companies and a large investment of the Portfolio, Indian Hotels 
announced strong profit growth for 1996. Luxury hotels have reported 
occupancy rates of 80% and benefited from a shortage of quality 
rooms to serve the strong demand from foreign institutional 
investors.

In the longer-term, it's likely that privatization will result in 
more effective enterprises, a better quality of goods and services, 
and an enhanced stream of tax revenues for the government. The 
Indian government announced plans to sell 7% of Videsh Sanchar 
Nigam, a large telecom company, and 5% of Indian Oil Company, a 
large energy provider, sometime early in 1997. While the pricing has 
not yet been determined, it's expected that the combined proceeds of 
the sales will be in the $400 million range. The proceeds will be 
directed to reduce the nation's fiscal deficit. Last year, the 
deficit was around 5.9% of GDP. The government's aim, ambitious 
in light of the economic slowdown, is to reduce that to 5% for 
1996. Privatization is sure to play a large role in those efforts.

Q: What do you see in the year ahead for the Greater India markets?

A.  Clearly, the large market declines of the past two years have 
tested the patience of Indian investors. And just as apparent, the 
turnaround in the economy is likely to take a while. But, given the 
recent cuts in interest rates, we are likely to see an improvement 
in consumer demand in the coming year. And the year-end announcement 
by the government of tax and investment incentives should help 
improve investor sentiment. 

Moreover, we believe that the future of India remains very 
promising. The Bombay Stock Exchange Index continues to trade at 
valuations well below other markets in the Asia region and at 
roughly half the U.S. market. And given the two-year 
underperformance of the market and the fact that the companies in 
the Portfolio have an average earnings growth rate of 20%, we 
continue to believe that the market will, over time, recognize these 
growth characteristics. Naturally, there's no guarantee of future 
performance. But with extremely attractive valuations in selected 
Indian companies, we believe that the India market remains a 
compelling investment alternative. 

[GRAPHIC OMITTED: horizontal bar chart EMG1X VS. Bombay Stock Exchange]

Plot points:

     Date      Fund at NAV    Fund w/ CDS   Bombay
    5/31/94      $10,000        $5,668     $10,000
    6/30/94      $10,080        $5,668     $10,566
    7/31/94      $10,270        $5,668     $10,806
    8/31/94      $11,349        $5,668     $11,624
    9/30/94      $10,649        $5,668     $11,118
   10/31/94      $10,599        $5,668     $11,021
   11/30/94      $10,410        $5,668     $10,676
   12/31/94       $9,830        $5,668     $10,163
    1/31/95       $9,081        $5,668      $9,475
    2/28/95       $8,551        $5,668      $9,030
    3/31/95       $8,362        $5,668      $8,742
    4/30/95       $7,782        $5,668      $8,307
    5/31/95       $8,092        $5,668      $8,504
    6/30/95       $8,112        $5,668      $8,335
    7/31/95       $8,312        $5,668      $8,706
    8/31/95       $7,922        $5,668      $8,259
    9/30/95       $7,522        $5,668      $7,996
   10/31/95       $7,103        $5,668      $7,775
   11/30/95       $6,194        $5,668      $6,725
   12/31/95       $6,543        $5,668      $6,960
    1/31/96       $6,224        $5,668      $6,306
    2/28/96       $6,853        $5,668      $7,743
    3/31/96       $6,963        $5,668      $7,529
    4/30/96       $7,622        $5,668      $8,536
    5/31/96       $7,592        $5,668      $8,279
    6/30/96       $7,622        $5,668      $8,481
    7/31/96       $6,913        $5,668      $7,757
    8/31/96       $6,793        $5,668      $7,613
    9/30/96       $6,194        $5,668      $7,090
   10/31/96       $5,954        $5,668      $6,770
   11/30/96       $5,764        $5,668      $6,149
   12/31/96       $5,904        $5,668      $6,378

Fund performance

In accordance with guidelines issued by the Securities and Exchange 
Commission, we are including a performance chart that compares your 
Fund's total return with that of a broad-based investment index. The 
lines on the chart represent the total returns of $10,000 
hypothetical investments in EV Marathon Greater India Fund, and the 
unmanaged Bombay Stock Exchange Index. 

Total return figures

The green line on the chart represents the Fund's performance at net 
asset value. The Fund's total return figure reflects Fund expenses 
and transaction costs. The second dollar figure for the Fund 
reflects the Fund's maximum applicable deferred sales charge (CDSC), 
deducted at redemption as follows: 5% -- 1st and 2nd years; 4% -- 3rd 
year; 3% -- 4th year; 2% -- 5th year; 1% -- 6th year.

The black line represents the performance of the Bombay Stock 
Exchange Index, a broad-based, widely recognized unmanaged index of 
common stocks traded in India. 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. An investor cannot invest directly in the Index.



EV Marathon Greater India Fund
Financial Statements

<TABLE>
<CAPTION>

Statement of Assets and Liabilities
December 31, 1996

<S>                                                         <C>              <C>
Assets:
Investment in South Asia Portfolio, at value (Note 1A)
(identified cost, $85,661,901)                                                $  74,621,491 
Receivable for Fund shares sold                                                     279,636 
Deferred organization expenses (Note 1D)                                             32,936 
                                                                              -------------
Total assets                                                                  $  74,934,063 

Liabilities:
Payable for Fund shares redeemed                             $     230,980 
Payable to affiliate --
Trustees' fees                                                         417 
Accrued expenses                                                    41,581 
                                                             -------------
Total liabilities                                                                   272,978    
                                                                              -------------
Net Assets for 12,623,894 shares of beneficial 
interest outstanding                                                          $  74,661,085 
                                                                              =============
Sources of Net Assets:
Paid-in capital                                                               $  95,064,940 
Accumulated net realized loss from Portfolio                                     (9,318,589)
Accumulated net investment loss                                                     (44,856)
Unrealized depreciation of investments from Portfolio                           (11,040,410) 
                                                                              -------------
Total                                                                         $  74,661,085 
                                                                              =============
Net Asset Value, Offering Price and Redemption Price 
(Note 7) Per Share ($74,661,085 (divided by) 12,623,894 
shares of beneficial interest outstanding)                                            $5.91
                                                                                      =====

See notes to financial statements

</TABLE>



<TABLE>
<CAPTION>

Statement of Operations
For the Year Ended December 31, 1996

<S>                                                 <C>              <C>
Investment Income (Note 1B):
Dividend income allocated from Portfolio 
(net of foreign taxes, $205,000)                                      $     912,768 
Interest income allocated from Portfolio                                      2,534 
Expenses allocated from Portfolio                                          (978,955)
                                                                      -------------
Net investment loss from Portfolio                                    $     (63,653)

Expenses --
Management fee (Note 2)                              $      191,631 
Compensation of Trustees not members of the
Administrator's organization                                  1,280 
Distribution fee (Note 6)                                   638,247 
Transfer agent fees                                          77,430 
Printing and postage                                         53,162 
Registration fees                                            40,300 
Amortization of organization expenses (Note 1D)              14,179 
Legal and accounting services                                11,129 
Custodian fee                                                 6,171 
Miscellaneous                                                23,292 
                                                     --------------
Total expenses                                                            1,056,821 
                                                                      -------------
Net investment loss                                                   $  (1,120,474) 
                                                                      -------------
Realized and Unrealized Loss:
Net realized loss from Portfolio --
Investments (identified cost basis)                   $  (4,325,719)
Foreign currency                                         (1,238,655) 
                                                     --------------
Net realized loss                                                     $  (5,564,374)
Change in unrealized depreciation                                        (1,647,270) 
                                                                      -------------
Net realized and unrealized loss                                      $  (7,211,644) 
                                                                      -------------
Net decrease in net assets from operations                            $  (8,332,118) 
                                                                      =============

See notes to financial statements

</TABLE>



<TABLE>
<CAPTION>

Statements of Changes in Net Assets
                                                    Year Ended December 31,
                                            ------------------------------------
                                                 1996                  1995
                                            --------------        --------------

<S>                                        <C>                    <C>
Increase (Decrease) in Net Assets:
From operations --
Net investment loss                         $   (1,120,474)        $    (517,194)
Net realized loss                               (5,564,374)           (5,072,342)
Change in unrealized depreciation               (1,647,270)           (6,856,752)
                                            --------------        --------------
Net decrease in net assets from operations  $   (8,332,118)       $  (12,446,288) 
                                            --------------        --------------
Transactions in shares of 
beneficial interest (Note 3) --
Proceeds from sale of shares                $   83,092,249        $    8,525,965 
Cost of shares redeemed                        (21,140,440)          (13,962,878)
                                            --------------        --------------
Increase (decrease) in net assets 
from Fund share transactions                $   61,951,809        $   (5,436,913) 
                                            --------------        --------------
Net increase (decrease) in net assets       $   53,619,691        $  (17,883,201)

Net Assets:
At beginning of year                            21,041,394            38,924,595 
                                            --------------        --------------
At end of year, including accumulated 
net investment loss of $44,856 and 
$0, respectively                            $   74,661,085        $   21,041,394 
                                            ==============        ==============

See notes to financial statements

</TABLE>



<TABLE>
<CAPTION>

Statement of Cash Flows
For the Year Ended December 31,1996

<S>                                                                   <C>
Increase (Decrease) in Cash:
Cash Flows From (For) Operating Activities --
Purchase of interests in South Asia Portfolio                          $  (82,940,990)
Withdrawal of interests in South Asia Portfolio                            22,079,627 
Operating expenses paid                                                    (1,012,559)
                                                                       --------------
Net cash used for operating activities                                 $  (61,873,922) 
                                                                       --------------
Cash Flows From (For) Financing Activities --
Proceeds from shares sold                                              $   82,940,990 
Payments for shares redeemed                                              (21,067,068) 
                                                                       --------------
Net cash provided from financing activities                             $  61,873,922 
                                                                       --------------
Net increase in cash                                                     $         --

Cash at Beginning of Year                                                          --
                                                                       --------------
Cash at End of Year                                                      $         --
                                                                       ==============
Reconciliation of Net Increase in Net Assets From
Operations to Net Cash From Operating Activities:
Net decrease in net assets from operations                             $   (8,332,118)
Decrease in deferred organization expense                                      14,179 
Increase in payable to affiliate                                                  374 
Increase in accrued expenses and other liabilities                             29,709 
Net increase in investments                                               (53,586,066) 
                                                                       --------------
Net cash used for operating activities                                 $  (61,873,922) 
                                                                       ==============

See notes to financial statements

</TABLE>



<TABLE>
<CAPTION>

Financial Highlights
                                                                       Year Ended December 31,
                                                           ---------------------------------------------
                                                              1996              1995             1994*
                                                           ---------          ---------        ---------
<S>                                                       <C>                <C>              <C>
Net asset value -- Beginning of year                       $   6.550          $   9.840        $  10.000 
                                                           ---------          ---------        ---------
Loss from operations:
Net investment loss                                        $  (0.099)++       $  (0.176)       $  (0.065)
Net realized and unrealized loss                              (0.541)            (3.114)          (0.095) 
                                                           ---------          ---------        ---------
Total loss from operations                                 $  (0.640)         $  (3.290)       $  (0.160) 
                                                           ---------          ---------        ---------
Net asset value -- End of year                             $   5.910          $   6.550        $   9.840 
                                                           =========          =========        =========
Total Return (2)                                               (9.77%)           (33.43%)          (1.60%)
Ratios/Supplemental Data:
Net assets, end of period (000 omitted)                    $  74,661          $  21,041        $  38,925 
Ratio of net expenses to average net assets (1)(3)              2.88%              3.31%            2.54%+
Ratio of net expenses to average net assets after 
custodian fee reduction (1)                                     2.65%              2.90%              --
Ratio of net investment loss to average net assets             (1.46%)            (1.74%)          (1.42%)+

 * For the period from the start of business, May 2, 1994, to December 31, 1994.
 + Annualized.
++ Computed using average shares outstanding.

(1) Includes the Fund's share of South Asia Portfolio's allocated expenses.

(2) Total return is calculated assuming a purchase at the net asset value on the first day and a sale at the 
    net asset value on the last day of each period reported. Dividends and distributions, if any, are 
    assumed to be reinvested at the net asset value on the payable date. Total return is not computed on an 
    annualized basis.

(3) The annualized expense ratios for the years ended December 31, 1996 and 1995 have been adjusted to 
    reflect a change in reporting requirements.  The new reporting guidelines require the Fund to increase 
    its expense ratio by the effect of any expense offset arrangements with its service providers as well as 
    its share of the Portfolio's. The expense ratio for the period ended December 31, 1994 was not adjusted 
    to reflect this change.

See notes to financial statements

</TABLE>



Notes to Financial Statements

(1) Significant Accounting Policies

EV Marathon Greater India Fund (the Fund) is a mutual fund seeking 
long-term capital appreciation through the purchase of an interest 
in a separate investment company which invests primarily in equity 
securities of companies in India and surrounding countries of the 
Indian sub-continent. The Fund is a diversified series of Eaton 
Vance Special Investment Trust (the Trust). The Trust is an entity 
of the type commonly known as a Massachusetts business trust and is 
registered under the Investment Company Act of 1940, as amended, as 
an open-end management investment company. The Fund invests all of 
its investable assets in interests in South Asia 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 (71.8% at December 31, 1996). The performance of the Fund 
is directly affected by the performance of the Portfolio. The 
financial statements of the Portfolio, including the portfolio of 
investments, are included elsewhere in this report and should be 
read in conjunction with the Fund's financial statements. The 
following is a summary of significant accounting policies 
consistently followed by the Fund in the preparation of its 
financial statements. The policies are in conformity with generally 
accepted accounting principles.

A. Investment Valuations -- Valuation 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 determined in accordance 
with generally accepted accounting principles.

C. Federal Taxes -- The Fund's policy is to comply with the 
provisions of the Internal Revenue Code applicable to regulated 
investment companies and to distribute to shareholders each year all 
of its net investment income, if any, and any net realized capital 
gains. Accordingly, no provision for federal income or excise tax is 
necessary.  At December 31, 1996, the Fund, for federal income tax 
purposes, had a capital loss carryover of $8,885,760 which will 
reduce the taxable income arising from future net realized gains on 
investments, 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 ($7,604), December 31, 
2003 ($4,416,592) and December 31, 2004 ($4,461,564). Additionally, 
at December 31, 1996, net capital losses of $220,102 and net 
currency losses of $44,856 attributable to security transactions 
incurred after October 31, 1996, are treated as arising on the first 
day of the Fund's next taxable year.

D. Deferred Organization Expenses -- Costs incurred by the Fund in 
connection with its organization, including registration costs, are 
being amortized on the straight-line basis over five years.

E. Use of Estimates -- The preparation of financial statements in 
conformity with generally accepted accounting principles requires 
management to make estimates and assumptions that affect the 
reported amounts of assets and liabilities at the date of the 
financial statements and the reported amounts of revenue and expense 
during the reporting period. Actual results could differ from those 
estimates.

F. Other -- Investment transactions are accounted for on a trade 
date basis.


(2) Management Fee and Other Transactions with Affiliates

The management fee is earned by Eaton Vance Management (EVM) as 
compensation for management and administration of the business 
affairs of the Fund. The fee is based on a percentage of average 
daily net assets. For the year ended December 31, 1996 the fee was 
equivalent to 0.25% (annualized) of the Fund's average net assets 
for such period and amounted to $191,631. Except as to Trustees of 
the Fund who are not members of EVM's organization, officers and 
Trustees receive remuneration for their services to the Fund out of 
such management fee. Certain officers and Trustees of the Fund and 
the Portfolio are officers and directors of EVM. In addition, 
investment adviser administrative fees are paid by the Portfolio to 
EVM and its affiliates. See Note 2 of the Portfolio's Notes to 
Financial Statements which are included elsewhere in this report.

(3) 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 were as follows:

                          Year Ended
                          December 31,
                   ------------------------
                      1996           1995
                   ----------    ----------
Sales              12,608,893     1,082,002
Redemptions        (3,198,395)   (1,824,601)
                   ----------    ----------
Net increase
(decrease)          9,410,498      (742,599)
                   ==========    ==========

(4) Distributions to Shareholders

It is the present policy of the Fund to make (a) at least one 
distribution annually (normally in December) of all or substantially 
all of the investment income allocated to the Fund by the Portfolio, 
if any, less the Fund's direct and allocated expenses and (b) at 
least one distribution annually of all or substantially all of the 
net realized capital gains allocated by the Portfolio to the Fund, 
if any (reduced by any available capital loss carryforwards from 
prior years). Shareholders may reinvest all distributions in shares 
of the Fund at the per share net asset value as of the close of 
business on the record date.

The Fund distinguishes between distributions on a tax basis and a 
financial reporting basis. Generally accepted accounting principles 
require that only distributions in excess of tax basis earnings and 
profits be reported in the financial statements as a return of 
capital. Differences in the recognition or classification of income 
between the financial statement 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. Permanent differences 
between book and tax accounting are reclassified to paid-in capital. 
During the year ended December 31, 1996, $1,075,618 was reclassified 
from accumulated net investment loss to paid-in capital due to 
permanent differences between book and tax accounting for operating 
losses. Additionally, $1,228,851 was reclassified from accumulated 
net realized loss from Portfolio to paid-in capital due to permanent 
differences between book and tax accounting for capital losses. Net 
investment loss, net realized loss and net assets were not affected 
by these reclassifications.


(5) Investment Transactions

For the year ended December 31, 1996, increases and decreases in the 
Fund's investment in the Portfolio aggregated $82,940,990 and 
$22,079,627, respectively.

(6) 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 1/365 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) 5% 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 the aggregate amount of 
contingent deferred sales charges (see Note 7), daily amounts 
theretofore paid to EVD and amounts theretofore paid to EVD by Lloyd 
George Investment Management (Bermuda) Limited, investment adviser 
for the Portfolio (the Adviser), in consideration of EVD's 
distribution effort. The amount payable to EVD by the Fund with 
respect to each day is accrued on such day as a liability of the 
Fund and, accordingly, reduces the Fund's net assets. The Fund 
accrued $574,894 as payable to EVD for the year ended December 31, 
1996, representing 0.75% of average daily net assets. The amounts 
paid by the Adviser to EVD are equivalent to 0.15% of the Fund's 
annual daily average net assets and are made from the Adviser's own 
resources, not the Fund's net assets. At December 31, 1996, the 
amount of Uncovered Distribution Charges of EVD calculated under the 
Plan was approximately $4,470,000.

In addition, the Plan authorizes the Fund to 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 have initially 
implemented the Plan by authorizing  the Fund to make quarterly 
payments of service fees to the Principal Underwriter and Authorized 
Firms in amounts not expected to exceed 0.25% per annum of the 
Fund's average daily net assets based on the value of Fund shares 
sold by such persons and remaining outstanding for at least one 
year. For the year ended December 31, 1996 service fees amounted to 
$63,353. Service fee payments will be made for personal service 
and/or the maintenance of shareholder accounts. Service fees are 
separate and distinct from the sales commissions and distribution 
fees payable by the Fund to EVD, and, as such, are not subject to 
automatic discontinuance where there are no outstanding Uncovered 
Distribution Charges of EVD.

Certain officers and Trustees of the Fund are officers or directors 
of EVD.

(7) Contingent Deferred Sales Charge

A contingent deferred sales charge (CDSC) is imposed on any 
redemption of Fund shares made within six years of purchase. 
Generally, the CDSC is based upon the lower of the net asset value 
at date of redemption or date of purchase. No charge is levied on 
shares acquired by reinvestment of dividends or capital gain 
distributions. The CDSC is imposed at declining rates that begin at 
5% in case of redemptions in the first and second year after 
purchase declining one percentage point each subsequent year. No 
CDSC is levied on shares which have been sold to EVM or its 
affiliates or their respective employees or clients. CDSC charges 
are paid to EVD to reduce the amount of Uncovered Distribution 
Charges calculated under the Fund's Distribution Plan. CDSC charges 
received when no Uncovered Distribution Charges exist will be 
credited to the Fund. EVD received approximately $408,000 of CDSC 
paid by shareholders for the year ended December 31, 1996.



Independent Auditors' Report

To the Trustees and Shareholders of 
Eaton Vance Special Investment Trust:

We have audited the accompanying statement of assets and liabilities 
of EV Marathon Greater India Fund (one of the series constituting 
Eaton Vance Special Investment Trust) as of December 31, 1996, the 
related statements of operations and cash flows for the year then 
ended, and the statements of changes in net assets for the two years 
ended December 31, 1996 and 1995 and the financial highlights for 
the two years ended December 31, 1996 and 1995 and the period from 
the start of business, May 2, 1994, to December 31, 1994. These 
financial statements and financial highlights are the responsibility 
of the Trust's management. Our responsibility is to express an 
opinion on these financial statements and financial highlights based 
upon our audits.

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, such financial statements and financial highlights 
present fairly, in all material respects, the financial position of 
the EV Marathon Greater India Fund series of the Eaton Vance Special 
Investment Trust at December 31, 1996, the results of its 
operations, its cash flows, the changes in its net assets and its 
financial highlights for the respective stated periods in conformity 
with generally accepted accounting principles.

                                             DELOITTE & TOUCHE LLP
Boston, Massachusetts
March 7, 1997


South Asia Portfolio
Portfolio of Investments
December 31, 1996


<TABLE>
<CAPTION>

Common Stocks -- 97.55%

                                                                                       Shares               Value
- -----------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>          <C>
Bangladesh -- 2.31%
Pharmaceuticals -- 0.38%
Square Pharmaceuticals Ltd.                                                            10,780            $394,997
Generic drug manufacturer
                                                                                                   --------------
Textiles -- 1.93%
Apex Spinning & Knitting                                                               48,000            $370,578
Cotton spinning mill
Apex Tannery Ltd                                                                       35,000             964,021
Leather tanning and processing
Monno Fabrics                                                                         113,000             669,668
Integrated textile mill
                                                                                                     ------------
                                                                                                       $2,004,267
                                                                                                     ------------
Total Bangladesh (identified cost, $1,594,191)                                                         $2,399,264
                                                                                                     ------------
India -- 83.96%
Automotive -- 17.69%
Bajaj Auto Ltd. (2)                                                                   162,400          $4,057,167
World's second largest motorcycle, moped & scooter manufacturer
Mahindra & Mahindra                                                                   370,666           3,311,421
Mahindra & Mahindra GDR                                                               221,668           2,604,599
Major manufacturer of utility vehicles & tractors
Tata Engineering & Locomotive GDR                                                     510,262           5,421,534
Manufacturer of heavy, medium & light commercial vehicles
T.V.S. Suzuki (2)                                                                     228,550           2,013,409
India's second largest motorcycle, moped & scooter manufacturer
Motor Industries                                                                        6,150             978,507
Subsidiary of Robert Bosch (Germany). Major manufacturer of auto components
                                                                                                     ------------
                                                                                                      $18,386,637
                                                                                                     ------------
Banking -- 8.23%
Karur Vysya Bank (2)                                                                  164,500            $877,027
Private sector retail bank
Oriental Bank of Commerce (2)                                                       1,201,200           2,606,931
Public sector retail bank
State Bank of India (2)                                                               642,800           4,203,096
State Bank of India GDR                                                                50,000             868,500
Largest commercial bank in India with over 8,000 branches
                                                                                                     ------------
                                                                                                       $8,555,554
                                                                                                     ------------
Chemicals -- 1.95%
Hoechst Schering Agrevo Ltd.                                                           33,700            $555,944
Agrochemical & pesticide manufacturer
Indian Petrochemicals Corp. (2)                                                       150,000             491,975
Major producer of polymers & chemical intermediates
Tata Chemicals                                                                          6,449              30,287
Diversified company manufacturing soda ash, caustic soda & fertilizers
Zuari Agrochemicals (2)                                                               126,000             946,099
Producer of fertilizers & cement
                                                                                                     ------------
                                                                                                       $2,024,305
                                                                                                     ------------
Conglomerate -- 9.32%
Indian Rayon & Industries Ltd. GDR                                                    195,000          $1,657,500
Indian Rayon & Industries Ltd. (2)                                                     23,300             193,164
Diversified company with interests in cement, textiles, rayon 
and carbon black
Larsen & Toubro Ltd. (2)                                                              536,650           3,325,507
Larsen & Toubro Ltd. GDR                                                              188,700           2,750,303
Diversified company with interests in engineering, construction, 
cement, and switchgears
Ramco Industries Ltd. (2)                                                              69,050           1,611,327
Diversified company with interests in building materials, 
textiles and computer software
S & S Industries & Enterprise (2)                                                       4,500               1,005
Diversified company with interests in environmental engineering, 
edible oils and aquaculture
Triveni Engineering (2)                                                               127,234             143,127
Manufacturer of sugar, sugar machinery and turbines
                                                                                                     ------------
                                                                                                       $9,681,933
                                                                                                     ------------
Construction Materials -- 4.10%
Asian Paints (India) Ltd. (2)                                                         116,800            $938,964
Leading producer of decorative paints
Associated Cement Cos. Ltd. (2)                                                        34,636           1,185,310
Manufacturer of cement
Gujarat Ambuja Cements GDR                                                            220,000           1,892,000
Manufacturer of cement
Murudeshwar Ceramics Ltd. (2)                                                         318,240             248,729
Manufacturer of glazed ceramic wall and floor tiles
                                                                                                     ------------
                                                                                                       $4,265,003
                                                                                                     ------------
Construction -- 0.25%
Alacrity Housing Ltd.                                                                 321,000             $94,530
Construction & sale of residential housing
Nagarjuna Construction                                                                112,500             162,509
Construction activities in the infrastructure and housing sectors
                                                                                                     ------------
                                                                                                         $257,039
                                                                                                     ------------
Energy -- 0.02%
Hindustan Petroleum Corp. (2)                                                           2,600             $24,603
India's second largest petroleum refining company
                                                                                                     ------------
Energy Equipment & Services -- 5.80%
Asea Brown Boveri (India) Ltd. (2)                                                     40,000            $646,476
Indian subsidiary of Swedish-Swiss electrical power equipment manufacturer
KEC International Ltd.                                                                140,200             217,589
Asia's largest manufacturer of tranmission towers
Thermax Limited (2)                                                                   552,200           5,162,087
Conglomerate with interests in energy, environment & chemicals, manufacturing of
industrial boilers, heat and pollution control equipment
                                                                                                     ------------
                                                                                                       $6,026,152
                                                                                                     ------------
Farm Equipment -- 0.77%
VST Tillers (2)                                                                        94,200            $132,130
Manufacturer of power tillers, harvesters and small tractors
Punjab Tractors Limited (2)                                                            56,400             648,620
Manufacturer of tractors
                                                                                                     ------------
                                                                                                         $780,750
                                                                                                     ------------
Financial Services -- 0.88%
Indus Credit & Invest. Corp. (2)                                                       49,250             $85,234
One of India's largest development finance institutions 
with assets over $7.39 billion
Kotak Mahindra Finance Ltd. (2)                                                       403,600             833,675
Receivables discounting and consumer finance
                                                                                                     ------------
                                                                                                         $918,909
                                                                                                     ------------
Food & Household Products -- 0.02%
Enkay Texofood Industries Ltd. (2)                                                     51,786             $25,875
Manufacturer of synthetic yarn and processed foods
                                                                                                     ------------
Forest Products & Paper -- 0.42%
Tamil Nadu Newsprint and Paper (2)                                                    241,500            $438,846
Manufacturer of paper
                                                                                                     ------------
Health & Personal Care Products -- 12.61%
Glaxo (India) Ltd. (2)                                                                161,750          $1,155,841
Largest pharmaceutical manufacturer in India
Hindustan Lever Ltd. (2)                                                              280,350           6,182,177
Subsidiary of Unilever, manufacturer of soap, detergents, 
personal care products and processed foods
Hoechst Marion Roussel Ltd. (2)                                                       516,950           4,357,820
Fourth largest pharmaceutical manufacturer in India
Orchid Chemicals & Pharmaceuticals (2)                                                409,600           1,413,163
Manufacturer and exporter of "cephalosporin" range of antibiotics
                                                                                                     ------------
                                                                                                      $13,109,001
                                                                                                     ------------
Industrial components -- 0.00%
IFB Industries Ltd. (2)                                                                    50                 $62
Manufacturer of high precision engineering tools and domestic appliances
                                                                                                     ------------
Leisure & Tourism -- 2.95%
Hotel Leela Venture Ltd. (2)                                                              750              $2,131
Hotel Leela Venture (wts) (1) (3)                                                         340                 460
Operates hotels & beach resort in Bombay & Goa
Indian Hotels Co. Ltd. (2)                                                            111,250           2,159,011
Indian Hotels Co. Ltd. GDR                                                             35,850             907,363
India's largest hotel company
                                                                                                     ------------
                                                                                                       $3,068,965
                                                                                                     ------------
Machinery -- 0.25%
TTG Industries Ltd.                                                                   142,600            $181,111
Engineers pollution control and wind energy equipment
Otis Elevator (India) Ltd.                                                             10,150              77,488
                                                                                                     ------------
Manufactures, installs and services various types of elevators,
escalators and travolators                                                                               $258,599
                                                                                                     ------------
Metals -- 6.13%
Bellary Steels & Alloys (2)                                                           310,000            $121,577
Integrated private sector steel manufacturer
Essar Steel Ltd. (2)                                                                      705                 399
Manufacturer of sponge iron & hot rolled coils
Hindalco Industries Ltd. GDR                                                          202,500           4,986,562
India's second largest integrated aluminum producer
Tata Iron & Steel (2)                                                                   9,000              42,105
India's largest private sector steel manufacturer
Sterlite Industries (India) (2)                                                       217,800           1,221,990
India's only private sector copper manufacturer
                                                                                                     ------------
                                                                                                       $6,372,633
                                                                                                     ------------
Miscellaneous Materials & Commodities -- 0.48%
Flex Industries (2)                                                                       400                $893
Flex Industries (wts)                                                                   4,274               8,351
Manufacturer of packaging materials
Usha Beltron Ltd. GDR                                                                 108,450             189,787
Manufacturer of telecommunications cable
Thiru Arooran Sugars (2)                                                                  500               1,186
Manufacturer of sugar and industrial alcohol
Paper Products Ltd. Primary                                                            50,000             164,759
Paper Products Ltd. (wts) (1)                                                          12,500              41,190
Manufacturer of packaging materials
Rubber Products (2)                                                                   132,000              48,821
Manufacturer of various industrial rubber goods
Shaan Interwell (India)                                                               112,700              39,795
Manufacturer of corrugated boxes
                                                                                                     ------------
                                                                                                         $494,782
                                                                                                     ------------
Software -- 1.77%
Infosys Technologies Ltd.                                                              85,500          $1,837,683
Producer of specialized software for banking and retail sectors
                                                                                                     ------------
Telecommunications -- 10.14%
Himachal Futuristic Communications (2)                                                 23,460             $10,903
Telecommunications equipment producer
Videsh Sanchar Nigam Ltd.                                                             202,000           5,356,595
India's monopoly international telephone service provider
Mahanger Telephone Nigam Ltd. (2)                                                     805,800           5,173,314
Government owned monopoly, provider of telephone services to Bombay & Delhi
                                                                                                     ------------
                                                                                                      $10,540,812
                                                                                                     ------------
Transportation -- 0.00%
GE Shipping (2)                                                                         7,200              $7,034
Diversified company with interests in shipping and property development
                                                                                                     ------------
Total India (identified cost, $96,880,828)                                                            $87,075,177
                                                                                                     ------------
PAKISTAN -- 7.85%
Chemicals -- 1.23%
Engro Chemical Pakistan Ltd. (2)                                                      130,200            $436,925
Second largest fertilizer producer in Pakistan
Fauji Fertilizer                                                                      500,000             842,068
Largest fertilizer producer in Pakistan
                                                                                                     ------------
                                                                                                       $1,278,993
                                                                                                     ------------
Energy -- 2.60%
Karachi Electric Supply Co. (2)                                                     1,030,040            $481,869
Electric Distributor for Karachi
Pakistan State Oil Co. Ltd. (2)                                                       343,953           2,222,654
National fuel oil and gasoline distributor
                                                                                                     ------------
                                                                                                       $2,704,523
                                                                                                     ------------
Insurance -- 0.82%
Adamjee Insurance Co. (2)                                                             392,750            $854,978
Leading supplier of general insurance in Pakistan
                                                                                                     ------------
Pharmaceuticals -- 0.11%
Searle Pakistan                                                                       158,078            $114,378
Pakistan unit of multi-national pharmaceutical company
                                                                                                     ------------
Textiles -- 0.09%
Nishat Chunian Ltd. (2)                                                               306,000             $91,617
Textile spinning mill
                                                                                                     ------------
Telecommunications -- 3.00%
Pakistan Telecommunications GDR                                                        50,250          $3,115,500
National domestic and long distance telephone company
                                                                                                     ------------
Total Pakistan (identified cost, $11,763,980)                                                          $8,159,989
                                                                                                     ------------
SRI LANKA -- 3.60%
Banking -- 1.06%
Development Finance Corporation                                                       160,733            $722,491
Development finance corporation responsible for long-term finance
National Development Bank                                                              78,900             271,206
Development finance corporation responsible for long-term finance
Sampath Bank                                                                          136,000             110,277
One of the four largest commercial banks in Sri Lanka
                                                                                                     ------------
                                                                                                       $1,103,974
                                                                                                     ------------
Conglomerates -- 2.39%
John Keells Holdings                                                                  287,357            $994,074
John Keells Holdings GDR                                                              118,857             802,285
Diversified group in hotels, office equipment and general trade
Hayleys Ltd.                                                                          216,026             685,434
Diversified group in transportation, chemicals, agriculture and electronics
                                                                                                     ------------
                                                                                                       $2,481,793
                                                                                                     ------------

Ceramics -- 0.15%
Royal Ceramic Lanka Ltd.                                                              344,900            $155,032
Manufacturer of heavy duty ceramic floor tile
                                                                                                     ------------
Rubber & Tyres -- 0.00%
Kelani Tyres                                                                              480                 $59
Largest tyre manufacturer in Sri Lanka
                                                                                                     ------------
Total Sri Lanka (identified cost, $5,091,198)                                                          $3,740,858
                                                                                                     ------------
TOTAL COMMON STOCKS (IDENTIFIED COST, $115,330,197)                                                  $101,375,288

- -----------------------------------------------------------------------------------------------------------------
Bonds -- 0.02%
- -----------------------------------------------------------------------------------------------------------------
                                                                                    Principal
                                                                                       Amount
                                                                                 (000 omitted)              Value
- -----------------------------------------------------------------------------------------------------------------
Flex Industries, 13.5%, 12/31/99 (3)                                                  $   836        $     23,336 
Hotel Leela Venture Ltd. NCD 14%, 4/8/03 (3)                                               27                 680 
                                                                                                     ------------
Total Bonds (at identified cost, $27,767)                                                            $     24,016 
                                                                                                     ------------
Total Investments -- 97.57% (identified cost, $115,357,964)                                          $101,399,304 
Other Assets, less Liabilities -- 2.43%                                                                 2,524,089 
                                                                                                     ------------
Net Assets -- 100%                                                                                   $103,923,393 
                                                                                                     ============

GDR-Global depository receipt
All security industry classifications and security descriptions are unaudited.

(1) Non-income producing security

(2) The above securities held by the Portfolio on December 31, 1996 are unrestricted securities valued at market 
    prices. Because of the length of the registration process, the Portfolio would temporarily be unable to sell 
    these securities.  At December 31, 1996, the aggregate value of these securities amounted to $16,262,137, 
    representing 15.6% of the Portfolio's net assets (Note 5).

(3) Security valued using methods determined in good faith by or at the direction of the Trustees.

See notes to financial statements

</TABLE>



<TABLE>
<CAPTION>

Industry concentration -- Below are the top ten industry sectors 
represented in the Portfolio of investments. Unaudited
- ----------------------------------------------------------------------------------------------------------------
                                                                                      Percentage
                                                                                          of Net
Industry Sector                                                                           Assets           Value
- ----------------------------------------------------------------------------------------------------------------
<S>                                            <C>                                       <C>        <C>
Automotives                                                                                17.69%    $18,386,637
Telecommunications                                                                         13.14      13,656,312
Health & Personal Care Products                                                            12.61      13,109,001
Conglomerates                                                                              11.70      12,163,726
Banking                                                                                     9.19       9,659,528
Metals                                                                                      6.13       6,372,633
Energy Equipment & Services                                                                 5.80       6,026,152
Construction Materials                                                                      4.10       4,265,003
Chemicals                                                                                   3.18       3,303,298
Leisure & Tourism                                                                           2.95       3,068,965
- ----------------------------------------------------------------------------------------------------------------

Top Ten Holdings Unaudited
- ----------------------------------------------------------------------------------------------------------------
                                                                                      Percentage
                                                                                          of Net
Company                                        Industry Sector                            Assets          Value
- ----------------------------------------------------------------------------------------------------------------
Hindustan Lever Ltd.                           Health & Personal Care Products              5.95%     $6,182,177
Larsen & Toubro Ltd. (Common & GDR)            Conglomerate                                 5.85       6,075,810
Mahindra & Mahindra (Common & GDR)             Automotive                                   5.69       5,916,020
Tata Engineering & Locomotive GDR              Automotive                                   5.22       5,421,534
Videsh Sanchar Nigam Ltd.                      Telecommunications                           5.15       5,356,595
Mahanger Telephone Nigam Ltd.                  Telecommunications                           4.98       5,173,314
Thermax Limited                                Energy Equipment & Services                  4.97       5,162,087
Hindalco Industries Ltd. GDR                   Metals                                       4.80       4,986,562
Hoechst Marion Roussel Ltd.                    Health & Personal Care Products              4.19       4,357,820
State Bank of India (Common & GDR)             Banking                                      4.88       5,071,596

See notes to financial statements

</TABLE>



South Asia Portfolio
Financial Statements

<TABLE>
<CAPTION>

Statement of Assets and Liabilities
December 31, 1996

<S>                                                                   <C>              <C>
Assets:
Investments, at value (Note 1A) (identified cost, $115,357,964)                         $ 101,399,304 
Cash                                                                                              152 
Foreign currency, at value (identified cost, $2,101,337)                                    2,098,244 
Receivable for investments sold                                                             1,698,410 
Dividends and interest receivable                                                             319,018 
Tax reclaim receivable                                                                          2,593 
Deferred organization expenses (Note 1C)                                                       40,251 
                                                                                        -------------
Total assets                                                                            $ 105,557,972 

Liabilities:
Payable for investments purchased                                       $   1,446,048 
Demand note payable (Note 6)                                                  108,000 
Payable to affiliates --
Trustees' fees                                                                  1,182 
Accrued expenses and other liabilities                                         79,349 
                                                                        -------------
Total liabilities                                                                           1,634,579 
                                                                                        -------------
Net Assets applicable to investors' interest in Portfolio                               $ 103,923,393 
                                                                                        =============
Sources of Net Assets:
Net proceeds from capital contributions and withdrawals                                 $ 117,891,774 
Net unrealized depreciation of investments and foreign currency
(computed on the basis of identified cost)                                                (13,968,381) 
                                                                                        -------------
Total                                                                                   $ 103,923,393 
                                                                                        =============

See notes to financial statements

</TABLE>



<TABLE>
<CAPTION>

Statement of Operations
For the Year Ended December 31, 1996

<S>                                                       <C>               <C>
Investment Income:
Income --
Dividends (net of foreign taxes, $281,888)                                   $   1,256,860 
Interest                                                                             3,600 
                                                                             -------------
Total income                                                                     1,260,460 

Expenses --
Investment adviser fee (Note 2)                            $     807,758 
Administration fee (Note 2)                                      269,055 
Compensation of Trustees not members of the 
Investment Adviser's or Administrator's organization              15,501 
Custodian fee (Note 1G)                                          461,267 
Legal and accounting services                                     43,398 
Amortization of organization expenses (Note 1C)                   17,642 
Miscellaneous                                                      9,947 
                                                           -------------
Total expenses                                             $   1,624,568 
Deduct reduction of custodian fee (Note 1G)                      245,698 
                                                           -------------
Net expenses                                                                     1,378,870
                                                                             -------------
Net investment loss                                                          $    (118,410) 
                                                                             -------------
Realized and Unrealized Gain (Loss) on Investments:
Net realized loss --
Investments (identified cost basis)                        $  (5,881,693)
Foreign currency                                              (1,801,214) 
                                                           -------------
Net realized loss                                                            $  (7,682,907)
Change in unrealized appreciation (depreciation) --
Investments (identified cost basis)                        $    (377,405)
Foreign currency                                                  32,176 
                                                           -------------
Net unrealized depreciation                                                       (345,229) 
                                                                             -------------
Net realized and unrealized loss                                             $  (8,028,136) 
                                                                             -------------
Net decrease in net assets from operations                                   $  (8,146,546) 
                                                                             =============

See notes to financial statements

</TABLE>



<TABLE>
<CAPTION>

Statement of Cash Flows
For the Year Ended December 31, 1996

<S>                                                                         <C>
Increase (Decrease) in Cash:
Cash Flows From (For) Operating Activities --
Purchase of investments                                                      $ (119,995,774)
Proceeds from sale of investments                                                44,965,134 
Dividends, interest and tax reclaims received                                     1,087,107 
Operating expenses paid                                                          (1,350,259)
Foreign currency transactions                                                    (2,236,422) 
                                                                             --------------
Net cash used for operating activities                                       $  (77,530,214) 
                                                                             --------------
Cash Flows From (For) Financing Activities --
Proceeds from capital contributions                                           $ 130,235,008 
Payments for capital withdrawals                                                (55,600,406)
Demand notes payable                                                                108,000 
                                                                             --------------
Net cash provided from financing activities                                   $  74,742,602 
                                                                             --------------
Net decrease in cash                                                          $  (2,787,612)

Cash at Beginning of Period                                                       2,787,764 
                                                                             --------------
Cash at End of Period                                                         $         152 
                                                                             ==============
Reconciliation of Net Increase in Net Assets From
Operations to Net Cash From Operating Activities:
Net decrease in net assets from operations                                   $   (8,146,546)
Increase in receivable for investments sold                                      (1,203,678)
Increase in foreign currency                                                       (467,384)
Increase in dividends and interest receivable                                      (170,760)
Increase in tax reclaim receivable                                                   (2,593)
Decrease in deferred organization expenses                                           17,642 
Increase in payable to affiliate                                                      1,182 
Increase in accrued expenses and other liabilities                                    9,787 
Increase in payable for investments purchased                                       200,899 
Net increase in investments                                                     (67,768,763) 
                                                                             --------------
Net cash used for operating activities                                       $  (77,530,214) 
                                                                             ==============

See notes to financial statements

</TABLE>



<TABLE>
<CAPTION>

Statements of Changes in Net Assets
                                                                  Year Ended December 31,
                                                           ------------------------------------
                                                                 1996                1995
                                                            -------------       -------------
<S>                                                        <C>                 <C>
Increase (Decrease) in Net Assets:
From operations --
Net investment loss                                         $    (118,410)      $     (78,834)
Net realized loss on investments and foreign currency          (7,682,907)         (7,522,747)
Change in unrealized depreciation                                (345,229)         (9,895,389)
                                                            -------------      --------------
Decrease in net assets from operations                      $  (8,146,546)     $  (17,496,970) 
                                                            -------------      --------------
Capital transactions --
Contributions                                               $ 130,235,008       $  22,408,418 
Withdrawals                                                   (55,600,406)        (24,329,701) 
                                                            -------------      --------------
Increase (Decrease) in net assets resulting 
from capital transactions                                   $  74,634,602      $   (1,921,283) 
                                                            -------------      --------------
Net increase (decrease) in net assets                       $  66,488,056      $  (19,418,253)

Net Assets:
At beginning of year                                           37,435,337          56,853,590 
                                                            -------------      --------------
At end of year                                              $ 103,923,393       $  37,435,337 
                                                            =============      ==============


<CAPTION>

Supplementary Data
                                                                   Year Ended December 31,
                                                       -------------------------------------------
                                                           1996           1995              1994*
                                                       ----------      ----------       ----------
<S>                                                      <C>             <C>               <C>
Ratios (as a percentage of average daily net assets):
Expenses (1)                                              1.51%           1.76%             1.16%+
Expenses after custodian fee reduction (1)                1.28%           1.35%               --
Net investment income (loss)                             (0.11%)         (0.18%)            0.01%+
Portfolio Turnover                                          46%             38%                1%

Average commission rate (2)                            $0.0496 

  + Annualized.

  * For the period from the start of business, May 2, 1994, to December 31, 1994.

(1) The expense ratios for the years ended December 31, 1996 and 1995 have been adjusted to reflect 
    a change in reporting requirements. The new reporting guidelines require the Portfolio to increase 
    its expense ratio by the effect of any expense offset arrangements with its service providers. 
    The expense ratios for the period ended December 31, 1994 have not been adjusted to reflect this change.

(2) Average commission rate paid is computed by dividing the total dollar amount of commissions paid 
    during the fiscal year by the total number of shares purchased and sold during the fiscal year 
    for which commissions were charged. For the fiscal years beginning on or after September 1, 1995, 
    a fund is required to disclose its average commission rate per share for security trades on which 
    commissions are charged.

See notes to financial statements

</TABLE>



Notes to Financial Statements

(1) Significant Accounting Policies

South Asia Portfolio (the "Portfolio") is registered under the 
Investment Company Act of 1940 as a diversified, open-end management 
investment company which was organized as a trust under the laws of 
the State of New York on January 18, 1994. The Declaration of Trust 
permits the Trustees to issue interests in the Portfolio. The 
following is a summary of the significant accounting policies of the 
Portfolio. The policies are in conformity with generally accepted 
accounting principles.

A. Investment Valuations -- Marketable securities, including options, 
that are listed on foreign or U.S. securities exchanges or in the 
NASDAQ National Market System are valued at closing sale prices or, 
if there were no sales, at the mean between the closing bid and asked 
prices on the exchange where such securities are principally traded. 
Futures positions on securities or currencies are generally valued at 
closing settlement prices. Unlisted or listed securities for which 
closing sale prices are not available are valued at the mean between 
the latest bid and asked prices. Short term debt securities with a 
remaining maturity of 60 days or less are valued at amortized cost. 
Other fixed income and debt securities, including listed securities 
and securities for which price quotations are available, will 
normally be valued on the basis of valuations furnished by a pricing 
service. Investments for which valuations or market quotations are 
unavailable are valued at fair value using methods determined in good 
faith by or at the direction of the Trustees.

B. Federal Taxes -- The Portfolio is treated as a partnership for 
U.S. 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 individually responsible for the 
payment of any taxes on its share of such income. 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 U.S. Internal Revenue Code), 
in order for its investors to satisfy them. The Portfolio will 
allocate, at least annually among its investors, each investor's 
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. Deferred Organization Expenses -- Costs incurred by the Portfolio 
in connection with its organization, including registration costs, 
are being amortized on the straight-line basis over five years.

D. Financial Futures Contracts -- Upon the entering of a financial 
futures contract, the Portfolio is required to deposit ("initial 
margin") either cash or securities in an amount equal to a certain 
percentage of the purchase price indicated in the financial futures 
contract. Subsequent payments are made or received by the Portfolio 
("margin maintenance") each day, dependent on daily fluctuations in 
the value of the underlying security, and are recorded for book 
purposes as unrealized gains or losses by the Portfolio. Should 
interest or currency exchange rates move unexpectedly, the Portfolio 
may not achieve the anticipated benefits of the financial futures 
contracts and may realize a loss. If the Portfolio enters into a 
closing transaction, the Portfolio will realize, for book purposes, a 
gain or loss equal to the difference between the value of the 
financial futures contract to sell and financial futures contract to 
buy.

E. Foreign Currency Translation -- Investment valuations, other 
assets, and liabilities initially expressed in foreign currencies are 
converted each business day into U.S. dollars based upon current 
exchange rates. Purchases and sales of foreign investment securities 
and income and expenses are converted into U.S. dollars based upon 
currency exchange rates prevailing on the respective dates of such 
transactions. Recognized gains or losses on investment transactions 
attributable to foreign currency rates are recorded for financial 
statement purposes as net realized gains and losses on investments. 
That portion of unrealized gains and losses on investments that 
result from fluctuations in foreign currency exchange rates are not 
separately disclosed.

F. Forward Foreign Currency Exchange Contracts -- The Portfolio may 
enter into forward foreign currency exchange contracts for the 
purchase or sale of a specific foreign currency at a fixed price on a 
future date. Risks may arise upon entering these contracts from the 
potential inability of counterparties to meet the terms of their 
contracts and from movements in the value of a foreign currency 
relative to the U.S. dollar. The Portfolio will enter into forward 
contracts for hedging purposes. The forward foreign currency exchange 
contracts are adjusted by the daily exchange rate of the underlying 
currency and any gains or losses are recorded for financial statement 
purposes as unrealized until such time as the contracts have been 
closed or offset.

G. Expense Reduction -- Investors Bank & Trust Company (IBT) 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. All 
significant credit balances used to reduce the Portfolio's custodian 
fees are reported as a reduction of expenses in the statement of 
operations.

H. Use of Estimates -- The preparation of financial statements in 
conformity with generally accepted accounting principles requires 
management to make estimates and assumptions that affect the reported 
amounts of assets and liabilities at the date of the financial 
statements and the reported amounts of revenue and expense during the 
reporting period. Actual results could differ from those estimates.

I. Other -- Investment transactions are accounted for on the date the 
securities are purchased or sold. Dividend income is recorded on the 
ex-dividend date. However, if the ex-dividend date has passed, 
certain dividends from foreign securities are recorded as the 
Portfolio is informed of the ex-dividend date. Interest income is 
recorded on the accrual basis.

(2) Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Lloyd George Investment 
Management (Bermuda) Limited (the Adviser) as compensation for 
management and investment advisory services rendered to the 
Portfolio. Under the advisory agreement, the Adviser receives a 
monthly fee of 0.0625% (0.75% annually) of the average daily net 
assets of the Portfolio up to $500,000,000, and at reduced rates as 
daily net assets exceed that level. For the year ended December 31, 
1996, the annualized adviser fee was 0.75% of average net assets and 
amounted to $807,758. In addition, an administration fee is earned by 
Eaton Vance Management (EVM) for managing and administering the 
business affairs of the Portfolio. Under the administration 
agreement, EVM earns a monthly fee in the amount of 1/48th of 1% 
(equal to 0.25% annually) of the average daily net assets of the 
Portfolio up to $500,000,000, and at reduced rates as daily net 
assets exceed that level. For the year ended December 31, 1996, the 
administration fee was 0.25% (annualized) of average net assets and 
amounted to $269,055. Except as to Trustees of the Portfolio who are 
not members of the Adviser or EVM's organization, officers and 
Trustees receive remuneration for their services to the Portfolio out 
of such investment adviser and administrative fees. 

Certain of the officers and Trustees of the Portfolio are officers or 
trustees of the above organizations.

(3) Investment Transactions

For the year ended December 31, 1996, purchases and sales of 
investments, other than short-term obligations, aggregated 
$120,196,673 and $46,168,812 respectively.

(4) Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) in value of the 
investments owned at December 31, 1996, as computed on a federal 
income tax basis, are as follows:

Aggregate cost                                  $115,533,233
                                               =============
Gross unrealized appreciation                   $  6,615,291
Gross unrealized depreciation                    (20,573,951)
                                               -------------
Net unrealized depreciation                    $ (13,958,660) 
                                               =============

(5) Risks Associated with Foreign Investments

Investing in securities issued by companies whose principal business 
activities are outside the United States may involve significant 
risks not present in domestic investments. For example, there is 
generally less publicly available information about foreign 
companies, particularly those not subject to the disclosure and 
reporting requirements of the U.S. securities laws. Foreign issuers 
are generally not bound by uniform accounting, auditing, and 
financial reporting requirements and standards of practice comparable 
to those applicable to domestic issuers. Investments in foreign 
securities also involve the risk of possible adverse changes in 
investment or exchange control regulations, expropriation or 
confiscatory taxation, limitation on the removal of funds or other 
assets of the Portfolio, political or financial instability or 
diplomatic and other developments which could affect such 
investments. Foreign stock markets, while growing in volume and 
sophistication, are generally not as developed as those in the United 
States, and securities of some foreign issuers (particularly those 
located in developing countries) may be less liquid and more volatile 
than securities of comparable U.S. companies. In general, there is 
less overall governmental supervision and regulation of foreign 
securities markets, broker-dealers, and issuers than in the United 
States.

Settlement of securities transactions in the Indian subcontinent may 
be delayed and is generally less frequent than in the United States, 
which could affect the liquidity of the Portfolio's assets. The 
Portfolio may be unable to sell securities where the registration 
process is incomplete and may experience delays in receipt of 
dividends.

(6) Line of Credit

The Portfolio participates with other portfolios and funds managed by 
EVM and its affiliates in a committed $120 million unsecured line of 
credit agreement with a group of banks. The Portfolio may temporarily 
borrow from the line of credit to satisfy redemption requests or 
settle investment transactions. Interest is charged to each portfolio 
or fund based on its borowings at an amount above the banks' adjusted 
certificate of deposit rate, eurodollar rate or federal funds rate. 
In addition, a fee computed at an annual rate of 0.15% on the daily 
unused portion of the line of credit is allocated among the 
participating portfolios and  funds at the end of each quarter. The 
Portfolio did not have any significant borrowings or allocated fees 
during the year ended December 31, 1996.



Independent Auditor's Report

The Trustees and Investors of South Asia Portfolio:

We have audited the accompanying statement of assets and 
liabilities, including the portfolio of investments, of South Asia 
Portfolio as of December 31, 1996, the related statements of 
operations and cash flows for the year then ended and the statement 
of changes in net assets for the two years ended December 31, 1996 
and 1995 and the supplementary data for the two years ended December 
31, 1996 and 1995 and the period from the start of business, May 2, 
1994, 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 upon our audits.

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 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 the securities owned at December 
31, 1996, by correspondence with the custodian and brokers; where 
replies were not received from brokers, we performed other auditing 
procedures. 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, such financial statements and supplementary data 
present fairly, in all material respects, the financial position of 
South Asia Portfolio at December 31, 1996, the results of its 
operations, its cash flows, the changes in its net assets and its 
supplementary data for the respective stated periods, in conformity 
with generally accepted accounting principles.

                                           DELOITTE & TOUCHE LLP
Boston, Massachusetts
March 7, 1997


Investment Management

EV Marathon
Greater India Fund
- ----------------

Officers

James B. Hawkes
President, Trustee

Edward E. Smiley, Jr.
Vice President

James L. O'Connor
Treasurer

Thomas Otis
Secretary

Trustees

M. Dozier Gardner
Vice Chairman, Eaton Vance Management

Donald R. Dwight
President, Dwight Partners, Inc.
Chairman, Newspapers of New England, Inc.

Samuel L. Hayes, III
Jacob H. Schiff Professor of Investment Banking,
Harvard University Graduate School of Business 
Administration

Norton H. Reamer
President and Director, United Asset 
Management Corporation

John L. Thorndike
Director, Fiduciary Company Incorporated

Jack L. Treynor
Investment Adviser and Consultant


South Asia
Portfolio
- ----------

Officers

Hon. Robert Lloyd George
President, Trustee

James B. Hawkes
Vice President, Trustee

Scobie Dickinson Ward
Vice President, Assistant Secretary and
Assistant Treasurer

William Walter Raleigh Kerr
Vice President, Secretary and
Assistant Treasurer

James L. O'Connor
Vice President and Treasurer

Thomas Otis
Vice President and Secretary

Trustees

Hon. Edward K.Y. Chen
Professor and Director, Center for Asian Studies,
University of Hong Kong

Donald R. Dwight
President, Dwight Partners, Inc.
Chairman, Newspapers of New England, Inc.

Samuel L. Hayes, III
Jacob H. Schiff Professor of Investment Banking,
Harvard University Graduate School of Business 
Administration

Norton H. Reamer
President and Director, United Asset 
Management Corporation



Sponsor and Manager of 
EV Marathon Greater India Fund
Administrator of South Asia Portfolio
Eaton Vance Management
24 Federal Street
Boston, MA 02110

Adviser of South Asia Portfolio
Lloyd George Management 
(Bermuda) Limited
3808 One Exchange Square
Central, Hong Kong

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

Custodian
Investors Bank & Trust Company
89 South Street
P.O. Box 1537
Boston, MA 02205-1537

Transfer Agent
First Data Investors Services Group
Attn: Eaton Vance Funds
P.O. Box 5123
Westborough, MA 01581-5123

Independent Auditors
Deloitte & Touche LLP
125 Summer Street
Boston, MA 02110

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 sent money.

EV Marathon Greater India Fund
24 Federal Street
Boston, MA 02110

                          M-GISRC-3/97


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