EATON VANCE SPECIAL INVESTMENT TRUST
N-30D, 1997-03-06
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<PAGE>
                             INVESTMENT ADVISER OF
                          SPECIAL INVESTMENT PORTFOLIO
                         Boston Management and Research
                               24 Federal Street
                                Boston, MA 02110

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

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

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

                             TRANSFER AND DIVIDEND
                                DISBURSING AGENT
                    First Data Investor Services Group, Inc.
                                 P.O. Box 5123
                           Westborough, MA 01581-5123

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


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


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

C-SESRC-2/97


                                   EV Classic
                                Special Equities
                                      Fund


                                     Annual
                               Shareholder Report
                               December 31, 1996

                                     -----


                                     -----
<PAGE>
To Shareholders

During the year ended December 31, 1996, EV Classic Special Equities Fund had a
total return of 19.9%. That return, which did not include the 1% maximum
contingent deferred sales charge, resulted from an increase in net asset value
to $13.35 per share from $11.63 per share and the reinvestment of $0.575 in
capital gain distributions. The Fund's return compared favorably to the S&P
500,* an unmanaged index of common stocks, which had a total return of 22.9%
during the year. The average total return for mutual funds in the Lipper Growth
Funds Category,* which consists of 672 mutual funds investing in growth stocks,
was 19.2% during the year.

According to the U.S. Commerce Department's quarterly Gross Domestic Product
(GDP) report, which totals the value of all goods and services produced in the
U.S., the economy experienced a year of respectable growth, low inflation, and
rising employment. This advantageous mix of economic factors helped produce
another good year for stock market investors.

The annualized GDP was 2.0%, 4.7%, 2.1%, and 4.7% for the four quarters of 1996.
Inflation, as measured by the Consumer Price Index (CPI), was 3.3% for the year
(not seasonally adjusted). Unemployment remained a low 5.3% in December.

The stock market continued into June, 1996 the bullish advance it began in 1995,
but then corrected sharply in July. Technology stocks were hit particularly
hard. The market recovered in August, but advanced on a more selective basis
through the remainder of the year. With the market reaching record highs,
investors sought comfort in high-quality, blue chip stocks. The Dow Jones
Industrial Average,* a key blue chip stock barometer, dropped by roughly 10% in
July, but rallied to record highs through the second half of the year to gain
28.8% by December 31.

While past trends cannot guarantee future performance, we believe that an
investment in growth stocks will continue to produce solid returns.


- --------------------------       Sincerely,      
                             /s/ James B. Hawkes 
                                                 
[Photo of James B. Hawkes]       James B. Hawkes 
                                 President       
                                 February 7, 1997
- --------------------------   

- --------------------------------------------------------------------------------
                        EV CLASSIC SPECIAL EQUITIES FUND
                       10 LARGEST COMMON STOCK HOLDINGS*

FIserv, Inc. ........................................  Data processing services
Providence Journal Co. ............................................  Publishing
T. Rowe Price Assoc., Inc. .......................................... Financial
Boston Scientific Corp. ......................................  Medical devices
Mutual Risk Management Ltd. ........................................  Insurance
Anadarko Petroleum Corp. .................................  Oil/gas exploration
USA Waste Svcs., Inc. .................................  Environmental services
Sofamor/Danek Group, Inc. ........................................  Health care
Elan Corp. PLC ...................................................  Health care
Ceridian Corp. .............................................  Computer services

*By market value as of 12/31/96. Holdings may change *due to active management.

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

- --------------------------------------------------------------------------------
    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.
- --------------------------------------------------------------------------------

*It is not possible to invest directly in an index or a *Lipper Category.
<PAGE>
                                     -----         
                                     -----
                                Management Report

An interview with Jack Smiley, Vice President and Manager of Special Investment
Portfolio.

Q. JACK, BECAUSE YOU ARE NEW TO EATON VANCE, COULD YOU DESCRIBE YOUR STYLE OF
   EQUITY MANAGEMENT FOR SHAREHOLDERS?  

A. I would be happy to. A company that I select should meet several criteria: it
   should be reasonably valued, with annual revenues under $1.5 billion; it
   should be a leader in its industry; and, finally, it should have the
   potential to grow earnings at a rate of 15% over a three- to five-year
   period. Our goal is to keep companies in the Portfolio for this three- to
   five-year time frame to capitalize on their growth. My selling discipline
   dictates that if a company's fundamentals change or its value declines by a
   certain percentage, I will eliminate it. This combination of good earnings
   growth with reasonable valuation has been my style of management since 1983,
   and has worked very well for me. Fortunately, it is very similar to Eaton
   Vances investment philosophy, and this helped to make my joining the company
   a natural fit.

Q. WHAT CHARACTERISTICS DO YOU LOOK FOR IN A COMPANY OR STOCK?

A. I look at companies that have conservative balance sheets and are growing
   internally, rather than by using leverage. Such companies typically have a
   unique product or service with strong pricing power, which translates to
   above-average operating margins and return on equity. An example would be a
   specialty chemical company that sells value-added products at premium prices
   and has premium margins with fast unit growth, versus a bulk chemical company
   that sells a mundane commodity product.

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

[Photo of Jack Smiley]

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

Q. HAVE YOU MADE ANY CHANGES TO THE PORTFOLIO SINCE YOU TOOK OVER IN NOVEMBER?

A. Yes. There were several stocks in the portfolio with annual sales that
exceeded my target revenue base. I have sold positions in Fannie Mae and
American International Group, for example. Due to the markets current high
level of valuation, I believe in having a diversified portfolio with 60 to 80
names; if it were not so highly valued, I might have fewer names in the
portfolio.

Q. HOW WILL THIS PORTFOLIO DIFFER FROM EATON VANCE'S OTHER EQUITY PORTFOLIOS
   STOCK AND GROWTH - UNDER YOUR MANAGEMENT?

A. The growth rates of companies that I choose should be higher than those in
   the Stock or Growth Portfolios, and their revenues will be smaller. The Stock
   and Growth Portfolios invest primarily in larger companies which typically
   have somewhat lower rates of growth.

Q. AFTER SEVERAL YEARS OF UNDERPERFORMING, THIS PORTFOLIO HAS HAD A RESPECTABLE
   YEAR. TO WHAT DO YOU ATTRIBUTE THIS TURNAROUND?

A. I have to give Clifford Krauss, my predecessor, credit for all of 1996's
   performance. Many of his large holdings did very well. Providence Journal,
   Inc., for example, was acquired at a cost of around $15 per share at the
   beginning of the year and doubled by year-end. Mutual Risk Management,
   MiniMed, and several energy companies, which Mr. Krauss had chosen, also
   performed well.

- --------------------------------------------------------------------------------
  A DIVERSIFIED PORTFOLIO, POSITIONED TO TAKE ADVANTAGE OF 1997'S OPPORTUNITIES

                        SECTOR BREAKDOWN AS OF 12/31/96*

                     DRUGS & HEALTH CARE ..........     20.9%
                     BUSINESS PRODUCTS AND SERVICES     18.9%
                     CASH/COMMERCIAL PAPER ........     17.4%
                     CONSUMER SERVICES ............     15.8%
                     FINANCIAL ....................     13.4%
                     ENERGY .......................      7.9%
                     TELECOMMUNICATIONS ...........      3.0%
                     SEMICONDUCTORS ...............      1.5%
                     AIRLINES .....................      1.2%

     *By market value. Sectors subject to change due to active management.
- --------------------------------------------------------------------------------

Q. WHAT EXPERIENCE OR SKILLS DO YOU BRING TO HELP THIS PORTFOLIO'S LONG-TERM
   PERFORMANCE?

A. First, I am a very disciplined investor, and I believe in getting to know the
   managements of companies as well as possible through extensive company
   visits. That includes both current holdings as well as prospective ones.
   Second, I use a proprietary valuation model that measures price/earnings
   growth to company growth, which I find very helpful. Finally, the previous
   fund that I managed outperformed most emerging growth funds on a one- and
   three-year basis, so my methods have worked, and I plan to employ the same
   style here. Of course, past performance is no guarantee of future results.

Q. CAN YOU GIVE SOME EXAMPLES OF COMPANIES THAT YOU THINK HAVE POTENTIAL TO
   PERFORM WELL OVER THE NEXT FEW YEARS?

A. Absolutely. Health Management Associates is an excellent manager of hospitals
   located in the smaller population centers of the country. This company - the
   only hospital chain currently in the Portfolio - has above-average profit
   margins and is doing very well in a difficult industry. The Portfolio has
   several investments in companies that provide medical information systems,
   which expedite patient and billing information. These stocks include Medic
   Computer, HBO, and IDX Systems, and they should benefit from any growth in
   the health care technology sector. Other health care companies include
   Pediatrix and PhyCorp, which manage physician practices and help doctors to
   focus on their specialties without being diverted by office administration.
   In return, for a share of the profits, these companies improve accounts
   receivable, office operations, and especially billing and patient information
   records. In the energy sector, the Portfolio owns BJ Services, Anadarko
   Petroleum, and Triton Oil & Gas all - of which we think have excellent growth
   prospects. In telecommunications, several stocks stand out, including Ascend
   Communications, Cascade Communications, and Aspect Telecommunications. These
   represent three of the best growth companies in the corporate voice and data
   networking business. Networking is growing very rapidly because it allows a
   company to increase its productivity to the extent that a system will pay for
   itself within one to two years.


Q. WHICH ECONOMIC SECTORS DO YOU THINK WILL BE FAVORED IN THE NEXT FEW YEARS?

A. Some media, cellular, and personal communications systems (PCS) stocks look
   interesting, but we are holding off on buying them because some have become
   overvalued and the industries are in a state of transition. We will continue
   to monitor the companies that look attractive and invest if and when we feel
   it makes sense. Software will continue to be a favorable area. We have
   several software stocks in the portfolio, including Veritas Software and
   Parametric Technologies. In addition, some of the health care companies have
   proprietary software. We are certainly looking to increase holdings in this
   sector.

Q. ONE READS A GREAT DEAL ABOUT "SMALL CAP" AND "LARGE CAP" FUNDS. WHAT
   ADVANTAGES ARE THERE IN A "MID-CAP" FUND LIKE THIS ONE?

A. There are several. Some of the best growth companies in the U.S. are in the
   mid-cap area. Small cap companies are no longer as exciting as they once were
   because valuations in the stock market are at such high levels. There are
   many companies with revenues of $100 million that have market capitalizations
   of $1 billion. It used to be that "small cap" companies would consist of
   capitalizations of less than $500 million, but many such companies today are
   not considered true growth stocks because the market is valuing smaller
   revenue companies at a higher level. As a result, many companies with market
   capitalizations of $1, $2 and $3 billion - like those in which this Portfolio
   invests still have a great deal of room for growth. Put another way, many of
   today's mid-cap companies are yesterday's small-cap companies, and, while
   there are no guarantees in this business, these stocks have excellent
   long-term growth potential.

<PAGE>

- --------------------------------------------------------------------------------
            COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN
         EV CLASSIC SPECIAL EQUITIES FUND AND THE STANDARD & POOR'S 500

                From November 30, 1994, through December 31, 1996

- ----------------------------------------------------
AVERAGE ANNUAL       1          Life         Value
   RETURNS          Year      of Fund*      12/31/96
- ----------------------------------------------------
With CDSC           18.9%      17.4%        $14,489
- ----------------------------------------------------
Without CDSC        19.9%      17.4%        $14,489
- ----------------------------------------------------

- --------------------------------------------------------------------------------
                                      EV CLASSIC
                                   SPECIAL EQUITIES
                    DATE                 FUND                    S&P 500
- --------------------------------------------------------------------------------
                    11/30/94+           $10,000                  $10,000
                    12/31/94            $10,186                  $10,148
                     1/31/95            $10,082                  $10,417
                     2/28/95            $10,402                  $10,816
                     3/31/95            $10,629                  $11,135
                     4/30/95            $10,619                  $11,473
                     5/31/95            $10,691                  $11,916
                     6/30/95            $10,918                  $12,197
                     7/31/95            $11,485                  $12,610
                     8/31/95            $11,773                  $12,632
                     9/30/95            $11,732                  $13,165
                    10/31/95            $11,278                  $13,126
                    11/30/95            $11,711                  $13,692
                    12/31/95            $12,085                  $13,957
                     1/31/96            $12,023                  $14,439
                     2/28/96            $12,449                  $14,565
                     3/31/96            $12,459                  $14,706
                     4/30/96            $12,979                  $14,933
                     5/31/96            $13,498                  $15,302
                     6/30/96            $13,342                  $15,366
                     7/31/96            $12,314                  $14,692
                     8/31/96            $12,875                  $14,999
                     9/30/96            $13,820                  $15,841
                    10/31/96            $13,997                  $16,284
                    11/30/96            $14,569                  $17,508
                    12/31/96            $14,489                  $17,161

Past performance is not indicative of future results. Investment returns and
principal value will fluctuate so that an investor's shares, when redeemed, may
be worth more or less than their original cost. Source: Towers Data Systems,
Bethesda, MD. *Investment operations commenced on 11/17/94. +Index information
is available only at month-end; therefore, the line comparison begins at the
next month-end following the commencement of the Fund's investment operations.
- --------------------------------------------------------------------------------

THE FUND'S PERFORMANCE

In accordance with guidelines issued by the Securities and Exchange Commission,
the above chart compares the Fund's total return with that of a broad-based
securities market index. The lines on the chart represent the total returns of
$10,000 hypothetical investments in the Fund and the S&P 500 Stock Index.

THE TOTAL RETURN FIGURES

The solid line on the chart represents the Fund's performance. The Fund's total
return figure reflects Fund expenses, fees and Portfolio transaction costs, and
assumes the reinvestment of income dividends and capital gain distributions. The
Fund also has a 1% contingent deferred sales charge (CDSC) that is deducted for
redemptions made within the first 12 months of purchase.

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

<PAGE>

                       EV CLASSIC SPECIAL EQUITIES FUND
                             FINANCIAL STATEMENTS

                     STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------
                              December 31, 1996
- ------------------------------------------------------------------------------
ASSETS:
  Investment in Special Investment Portfolio (Portfolio),
    at value (Note 1A)                                            $2,069,798
  Receivable for Fund shares sold                                        168
  Receivable from Administrator (Note 6)                              20,276
  Deferred organization expenses (Note 1E)                            25,184
                                                                  ----------
      Total assets                                                $2,115,426

LIABILITIES:
  Dividends payable                                       $8,831
  Payable to affiliate --
    Trustees' fees                                            23
  Accrued expenses                                         3,835
                                                          ------
      Total liabilities                                               12,689
                                                                  ----------
NET ASSETS for 157,510 shares of beneficial interest outstanding  $2,102,737
                                                                  ==========
SOURCES OF NET ASSETS:
  Paid-in capital                                                 $1,430,221
  Unrealized appreciation of investments from Portfolio              420,019
  Undistributed net realized gain on investment
    transactions                                                     252,497
                                                                  ----------
      Total net assets                                            $2,102,737
                                                                  ==========
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
  ($2,102,737 / 157,510 shares of beneficial interest
  outstanding)                                                        $13.35
                                                                      ======

    The accompanying notes are an integral part of the financial statements
<PAGE>
                             STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------
                     For the Year Ended December 31, 1996
- ------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 1B):
  Dividend income allocated from Portfolio (net of
    foreign taxes, $7)                                               $  8,703
  Interest income allocated from Portfolio                             12,309
  Expenses allocated from Portfolio                                   (16,930)
                                                                     --------
        Total investment income                                      $  4,082

  Expenses --
    Custodian fees                                         $  2,998
    Distribution fees (Note 4)                               22,877
    Transfer and dividend disbursing agent fees               2,229
    Printing and postage                                     14,105
    Legal and accounting services                            11,178
    Registration fees                                        21,350
    Amortization of organization expenses (Note 1E)           8,517
    Miscellaneous                                                37
                                                           -------
        Total expenses                                     $ 83,291
  Deduct --
    Allocation of expenses by the Administrator (Note 6)     20,276
                                                           --------
        Net expenses                                                   63,015
                                                                     --------
          Net investment loss                                        $(58,933)

REALIZED AND UNREALIZED GAIN FROM PORTFOLIO:
  Net realized gain on investments (identified cost
    basis)                                                 $388,691
  Change in unrealized appreciation of investments          117,756
                                                           --------
        Net realized and unrealized gain on investments               506,447
                                                                     --------
          Net increase in net assets resulting from operations       $447,514
                                                                     ========


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

FINANCIAL STATEMENTS (Continued)

                     STATEMENTS OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------
                                              YEAR ENDED DECEMBER 31,
                                          -------------------------------
                                               1996             1995
                                          --------------   --------------
INCREASE (DECREASE) IN NET ASSETS:
  From operations --
    Net investment loss                   $      (58,933)  $      (33,422)
    Net investment gain (loss) on                388,691          (13,011)
      investments
    Change in unrealized appreciation of         117,756          295,342
      investments
                                          --------------   --------------
      Net increase in net assets
        resulting from operations         $      447,514          248,909
                                          --------------   --------------
  Distributions to shareholders --

    From net realized gain on
      investments                         $      (86,680)  $        --
    In excess of realized loss on
      investments                                  --      $      (16,544)
                                          --------------   --------------
      Total distributions to
        shareholders                      $      (86,680)  $      (16,544)
                                          --------------   --------------
  Net increase (decrease) in net assets         (396,597)        1,784,199
    from Fund share transactions (Note 2) --------------   --------------
      Net increase (decrease) in net
        assets                            $      (35,763)      $2,016,564

NET ASSETS:
  At beginning of year                         2,138,500          121,936
                                          --------------   --------------
  At end of year                          $    2,102,737   $     2,138,500
                                          ==============   ==============

*For the period from the start of business, November 17, 1994 to December 31,
1994.

    The accompanying notes are an integral part of the financial statements

<PAGE>
                             FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31,
                                                             -----------------------------------
                                                                  1996       1995       1994*
                                                                  ----       ----       -----
<S>                                                             <C>       <C>         <C>    
NET ASSET VALUE -- Beginning of year                            $11.630   $ 9.880     $10.000
                                                                -------   -------     -------  
INCOME FROM OPERATIONS:
  Net investment loss                                           $(0.374)  $(0.182)    $(0.003)
  Net realized and unrealized gain (loss) on investments          2.669     2.022      (0.117)
                                                                -------   -------     -------    
      Total income (loss) from investment operations            $ 2.295   $ 1.840     $(0.120)
                                                                -------   -------     -------  
LESS DISTRIBUTIONS:
  From net realized gain on investment transactions             $(0.575)  $ --        $  --
  In excess of net realized loss on investment transactions       --      $(0.090)    $  --
                                                                -------   -------     -------
      Total distributions                                       $(0.575)  $(0.090)    $  --
                                                                -------   -------     -------
NET ASSET VALUE -- End of year                                  $13.350   $11.630     $ 9.880
                                                                =======   =======     =======
TOTAL RETURN(2)                                                   19.90%    18.65%      (1.20)%(3)

RATIOS/SUPPLEMENTAL DATA: (to average daily net assets)**
  Expenses(1)                                                      3.50%     3.44%       1.60%+
  Net investment loss                                             (2.58)%   (2.54)%      0.59%+

NET ASSETS AT END OF YEAR (000'S OMITTED)                       $ 2,103   $ 2,139     $   122

 **The expenses related to the operation of the Fund reflect an assumption of
   expenses by the administrator. Had such action not been taken, net investment
   loss per share and the ratios would have been as follows:

    Net investment loss per share                               $(0.503)  $(0.453)    $(0.236)
    Ratios (to average daily net assets)
      Expenses(1)                                                  4.38%     7.23%      45.05%+
      Net investment (loss)                                       (1.70)%   (6.34)%    (44.04)%
</TABLE>

  *For the period from the start of business, November 17, 1994 to December 31,
   1994.
  +Computed on an annualized basis.
(1)Includes the Fund's share of Special Investment Portfolio's allocated
   expenses.
(2)Total investment 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 year reported. Dividends and distributions, if any, are assumed to be
   reinvested at the net asset value on the payable date.
(3)Total return is not computed on an annualized basis.

    The accompanying notes are an integral part of the financial statements

<PAGE>

                         -----------------------------
                         NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1996

(1) SIGNIFICANT ACCOUNTING POLICIES

EV Classic Special Equities Fund (the Fund) a Massachusetts business trust is
registered under the Investment Company Act of 1940, as amended, as a
diversified open-end management investment company. The Fund is a series in the
Eaton Vance Special Investment Trust. The Fund invests all of its investable
assets in interests in the Special Investment Portfolio (the Portfolio), a New
York Trust, having the same investment objective as the Fund. The value of the
Fund's investment in the Portfolio reflects the Fund's proportionate interest in
the net assets of the Portfolio (2.5% 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 -- Valuations of securities by the Portfolio is
discussed in Note 1 of the Portfolio's Notes to Financial Statements which are
included elsewhere in this report.

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

C. EXPENSE REDUCTION -- The Fund has entered into an arrangement with its
custodian agent whereby interest earned on uninvested cash balances are used to
offset custody fees. All significant reductions are reported as a reduction of
expenses in the Statement of Operations.

D. FEDERAL TAXES -- The Fund's policy is to comply with the provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute to shareholders each year all of its taxable income, including any
net realized gain on investments, option and financial futures transactions.
Accordingly, no provision for federal income or excise tax is necessary.
Pursuant to Section 852 of the Internal Revenue Code, the Fund designates
$86,680 as capital gain dividends for its taxable year ended December 31, 1996.

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

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

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

  Permanent differences between book and tax accounting relating to
distributions are reclassified to paid-in capital, with no impact to the net
asset value of the Fund.

H. USE OF ESTIMATES. -- The preparation of the 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.
- ------------------------------------------------------------------------------

(2) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value).
Transactions in Fund shares were as follows:

                                   YEAR ENDED                YEAR ENDED
                                DECEMBER 31, 1996         DECEMBER 31, 1995
                            -------------------------  -----------------------
                              SHARES       AMOUNT       SHARES       AMOUNT
                              ------       ------       ------       ------
Sales                          86,531   $ 1,066,218    198,284    $2,076,166

Issued to shareholders
  electing to receive
  payment of distribution
  in Fund shares                6,021        77,849      1,363        15,433

Redemptions                  (118,969)   (1,540,664)   (28,060)     (307,400)
                             --------   -----------   --------   -----------
    Net increase (decrease)   (26,417)  $  (396,597)   171,587    $1,784,199
                              =======   ===========    =======    ==========

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

(3) INVESTMENT TRANSACTIONS
Increases and decreases in the Fund's investment in the Portfolio aggregated
$1,116,023 and $1,671,800, respectively.

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

(4) DISTRIBUTION PLAN
The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1
under the Investment Company Act of 1940. The Plan requires the Fund to pay the
principal underwriter, Eaton Vance Distributors, Inc. (EVD), amounts equal to
1/365th of 0.75% of the Fund's daily net assets, for providing ongoing
distribution services and facilities to the Fund. The Fund will automatically
discontinue payments to EVD during any period in which there are no outstanding
Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of
the aggregate amount received by the Fund for shares sold plus, (ii)
distribution fees calculated by applying the rate of 1% over the prevailing
prime rate to the outstanding balance of Uncovered Distribution Charges of EVD,
reduced by amounts theretofore paid to EVD.

  The amount payable to EVD with respect to each day is accrued on such day as a
liability of the Fund and, accordingly, reduces the Fund's net assets. Such
payments would cease upon termination of the distribution agreement (unless made
in accordance with another distribution agreement). As a result, the Fund does
not accrue amounts which may become payable to EVD in the future because the
conditions for recording any contingent liability under generally accepted
accounting principles have not been satisfied. EVD earned $17,158 for the year
ended December 31, 1996 representing 0.75% (annualized) of average daily net
assets. At December 31, 1996, the amount of Uncovered Distribution Charges of
EVD calculated under the Plan was approximately $186,094.

  In addition, the Plan provides that the Fund may make payments of service fees
to the Principal Underwriter, Authorized Firms and other persons in amounts not
exceeding 0.25% of the Fund's average daily net assets for each fiscal year. The
Trustees of the Fund have initially implemented this provision of the Plan by
authorizing the Fund to make payments of service fees to the Principal
Underwriter, Authorized Firms and other persons in each fiscal year of the Fund
in amounts not exceeding 0.25% (per annum) of the Fund's average daily net
assets. Provision for service fee payments for the year ended December 31, 1996
amounted to $5,719.

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

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

(5) CONTINGENT DEFERRED SALES CHARGE (CDSC)
Shares purchased on or after January 30, 1995 and redeemed during the first
year after purchase (except shares acquired through the reinvestment of
distributions) generally will be subject to a contingent deferred sales charge
at a rate of one percent of redemption proceeds, exclusive of
all reinvestments and capital appreciation in the account. No contingent
deferred sales charge is imposed on exchanges for shares of other funds in the
Eaton Vance Classic Group of Funds or Eaton Vance Money Market which are
distributed with a contingent deferred sales charge. EVD received
approximately $97 of CDSC paid by shareholders for the year ended December 31,
1996.

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

(6) TRANSACTIONS WITH AFFILIATES

Eaton Vance Management (EVM) serves as the administrator of the Fund, but
receives no compensation. The Portfolio has engaged Boston Management and
Research (BMR), a subsidiary of EVM, to render investment advisory services. See
Note 3 of the Portfolio's Notes to Financial Statements which are included
elsewhere in this report. To enhance the net income of the Fund, the
administrator was allocated $20,276 of the Fund's expenses, on a preliminary
basis for the year ended December 31, 1996. Investment Adviser fee and other
transactions with affiliates is discussed in Note 3 of the Portfolio's Notes to
Financial Statements which are included in this report. Except as to Trustees of
the Fund and the Portfolio who are not members of EVM's or BMR's organization,
officers and Trustees receive remuneration for their services to the Fund out of
such investment adviser fee. Certain of the officers and Trustees of the Fund
and Portfolio are officers and directors/trustees of the above organization.
<PAGE>
                      REPORT OF INDEPENDENT ACCOUNTANTS
- ------------------------------------------------------------------------------
TO THE SHAREHOLDERS AND TRUSTEES OF
EV CLASSIC SPECIAL EQUITIES FUND:

We have audited the accompanying statement of assets and liabilities of EV
Classic Special Equities Fund, a series of Eaton Vance Special Investment Trust,
as of December 31, 1996, the related statement of operations for the year then
ended, changes in net assets for each of the two years then ended and financial
highlights for each of the two years then ended and for the period from November
17, 1994 (start of business) to December 31, 1994. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our 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. Our procedures included confirmation of securities owned as of
December 31, 1996 by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of EV
Classic Special Equities Fund, a series of Eaton Vance Special Investment Trust,
as of December 31, 1996, the results of its operations for the year then ended,
changes in its net assets for each of the two years then ended and financial
highlights for each of the two years then ended and for the period from November
17, 1994 (start of business) to December 31, 1994, in conformity with generally
accepted accounting principles.

                                              COOPERS & LYBRAND L.L.P.

BOSTON, MASSACHUSETTS
JANUARY 31, 1997

<PAGE>
                       -----------------------------------
                          SPECIAL INVESTMENT PORTFOLIO

                            PORTFOLIO OF INVESTMENTS

                                DECEMBER 31, 1996

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
                                      COMMON STOCKS - 82.6%
- ------------------------------------------------------------------------------------------------
NAME OF COMPANY                                                         SHARES          VALUE
- ------------------------------------------------------------------------------------------------
<S>                                                                      <C>         <C>       
AIRLINES - 1.2%
Comair Holdings, Inc.                                                    40,000      $   960,000
Regional airline holding company.                                                    -----------

BROADCASTING & CABLE - 1.9%
Lin Television Corp.                                                     25,000      $ 1,056,250
Commercial television broadcast company.
Young Broadcasting, Inc. Class A*                                        17,500          511,875
Owns and operates network affiliated TV stations.
                                                                                     -----------
                                                                                     $ 1,568,125
                                                                                     -----------
BUSINESS PRODUCTS & SERVICES - 9.5%
BISYS Group, Inc.*                                                       22,000      $   815,375
Services financial institutions with computer, administrative and
  marketing support data processing services.
Ceridian Corp.*                                                          40,000        1,620,000
Provides payroll processing and other employer services, media and
  market research.
FIserv Incorporated*                                                     75,000        2,756,250
Provider of data processing services to banks and savings
  institutions, benefiting from outsourcing trend.
G&K Services, Inc.                                                       40,000        1,510,000
Rents and launders uniforms and other textile products.
Personnel Group America, Inc.*                                           50,000        1,206,250
Temporary employment company.
                                                                                     -----------
                                                                                     $ 7,907,875
                                                                                     -----------
COMPUTER SERVICES - 4.2%
Affiliated Computer Services, Inc. Class A*                              15,000      $   446,250
Nationwide provider of information processing services.
Cambridge Technology Partners, Inc.*                                     31,000        1,040,437
Software consulting company.
Cognos Inc.*                                                             20,000          562,500
Computer tool developer and supporter.
SunGard Data Systems, Inc.*                                              30,000        1,185,000
Computer services company.
Veritas Software Co.*                                                     5,000          248,750
Develops, markets and supports storage management products and
  software systems.
                                                                                     -----------
                                                                                     $ 3,482,937
                                                                                     -----------
COMPUTER SOFTWARE - 0.7%
3Com Corp.*                                                               8,000      $   587,000
Designs, manufactures and distributes intelligent hubs and other                     -----------
  computer networking products.                                 

ELECTRONICS & INSTRUMENTATION - 2.9%
Cisco Systems, Inc.*                                                     20,000     $  1,272,500
Manufacturer of routers that connect computer networks.
Linear Technology Corp.                                                  20,000          877,500
Manufacturer of high performance linear integrated circuits.
MEMC Electronic Materials, Inc.*                                         12,000          270,000
Leading producer of silicon wafers used to create integrated
  circuits.
                                                                                     -----------
                                                                                    $  2,420,000
                                                                                     -----------
ENERGY - 7.9%
Anadarko Petroleum Corp.                                                 30,000     $  1,942,500
A leading independent company in oil and gas exploration,
  development and production.
BJ Services Co.*                                                         23,000        1,173,000
Provides oilfield services for the petroleum industry.
Enron Oil & Gas Co.                                                      30,000          757,500
Independent oil & gas company.
Noble Drilling Corp.*                                                    48,000          954,000
Oil and gas well drilling.
Triton Energy Ltd.*                                                      30,000        1,455,000
International oil and gas exploration and development.
USX Delhi Group                                                          14,300          227,013
Purchases, gather, processes, transports and markets
  natural gas.
                                                                                     -----------
                                                                                     $ 6,509,013
                                                                                     -----------
ENTERTAINMENT & LEISURE - 3.6%
Gaylord Entertainment                                                    46,000      $ 1,052,250
Producer of The Nashville Network and Country Music Television
  Network and operator of the Opryland amusement park.
MGM Grand, Inc.*                                                         25,000          871,875
Operator of MGM Grand Hotel in Las Vegas.
Mirage Resorts, Inc.*                                                    50,000        1,081,250
Nevada based gaming resort operator.
                                                                                     -----------
                                                                                     $ 3,005,375
                                                                                     -----------
ENVIRONMENTAL SERVICES - 2.3%
USA Waste Services, Inc.*                                                59,200      $ 1,887,000
Operator of solid-waste land fills and collection services,                          -----------
  integrating several large recent acquisitions.           

FINANCE - 8.7%
Federal National Mortgage Association                                    25,000      $   931,250
Leading factor in the secondary mortgage market.
First USA Inc.                                                           30,000        1,038,750
Credit card issuer and processor.
First USA Paymentech, Inc.*                                              22,000          745,250
Payment processor of merchant credit card transactions.
Franklin Resources, Inc.                                                 20,000      $ 1,367,500
One of the largest mutual fund organizations in the U.S.
Nova Corp. Georgia*                                                      24,000          531,000
Nation largest bankcard processor.
T. Rowe Price Associates, Inc.                                           60,000        2,610,000
Investment adviser to mutual funds, institutions and individuals.
                                                                                     -----------
                                                                                     $ 7,223,750
                                                                                     -----------
HEALTHCARE - 20.9%
Astra AB ADR Series B                                                    15,000      $   722,756
Swedish based, multinational pharmaceutical company.
Boston Scientific Corp.*                                                 35,000        2,100,000
Medical device manufacturer focusing primarily on disposable
  products in less invasive surgery procedures.
Clintrials Research, Inc.*                                               20,000          455,000
Pharmaceutical research company.
CRA Managed Care, Inc.*                                                   3,000          135,000
Workers compensation company.
Elan Corp. PLC ADR*                                                      50,000        1,662,500
Drug delivery company.
Galileo Corp.*                                                           15,500          389,437
Develops and manufactures fiber optic equipment.
Genesis Health Ventures, Inc.*                                           40,000        1,245,000
Nursing home chain.
Genzyme Corp.*                                                           22,000          478,500
Leading researcher in gene therapy.
HBO & Co.                                                                18,000        1,068,750
Health information service provider.
Health Management Associates, Inc. Class A*                              50,000        1,125,000
Hospital chain.
IDX System Corp.*                                                        37,000        1,059,125
Healthcare information systems.
Medic Computer System, Inc.*                                             32,000        1,290,000
Physicans information company.
MiniMed Inc.*                                                            35,000        1,128,750
Developer and manufacturer of medical devices focusing on
  diabetics.
Pfizer Inc.                                                              10,000          828,750
International health care and pharmaceutical products.
PhyCor Inc.*                                                             40,000        1,135,000
Physicans practice management.
Sofamor Danek Group, Inc.*                                               55,000        1,677,500
Leading developer/manufacturer of spinal implant devices. Company
  markets products internationally.
Transition System, Inc.*                                                 60,000          847,500
Healthcare information systems.
                                                                                     -----------
                                                                                     $17,348,568
                                                                                     -----------


HOTELS & RESTAURANTS - 4.4%
LaQuinta Inns, Inc.                                                      45,000      $   860,625
Owner/operator of modestly priced lodging chain.
Outback Steakhouse, Inc.*                                                45,000        1,203,750
Restaurant theme chain.
Promus Hotel Corp.*                                                      15,000          444,375
Owner and operator of Embassy Suite and Hampton Inn hotels.
Red Roof Inns, Inc.*                                                     55,000          852,500
Owns and operates economy hotels in U.S.
Sonic Corp.*                                                             10,000          255,000
Large chain of quick service drive ins.
                                                                                     -----------
                                                                                     $ 3,616,250
                                                                                     -----------
INSURANCE - 4.7%
Mutual Risk Management Ltd.                                              53,332      $ 1,973,333
Specialty insurer focusing on workmen's compensation.
PMI Group, Inc.                                                          23,000        1,273,625
Private mortgage insurer.
Progressive Corp.                                                        10,000          673,750
Insurer focusing on high risk and standard auto coverage.
                                                                                     -----------
                                                                                     $ 3,920,708
                                                                                     -----------
PUBLISHING - 4.0%
Providence Journal Co. Class A*                                          86,100      $ 2,636,812
Operates television stations and publishes newspapers.
Scholastic Corp.*                                                        10,000          672,500
Publisher/distributor of children's books.
                                                                                     -----------
                                                                                     $ 3,309,312
                                                                                     -----------
RETAILING - 1.2%
Consolidated Stores Corp.*                                               31,250      $ 1,003,906
Chain of close-out merchandise stores operating primarily under                      -----------
  the Odd/Big Lots name                                        

SEMICONDUCTORS - 1.5%
Analog Devices, Inc.*                                                    22,000      $   745,250
Leading manufacturer of semiconductors.
Level One Communications, Inc.*                                          13,000          464,750
Designs and sells integrated circuits.
                                                                                     -----------
                                                                                     $ 1,210,000
                                                                                     -----------

TELECOMMUNICATIONS - 3.0%
Adtran Inc.*                                                             21,000      $   871,500
Company helps modern telephone equipment work with older
  equipment.
Ascend Communications, Inc.*                                             12,000          745,500
Leading developer of products that connect computer networks.
Cascade Communications Corp.*                                             8,000          441,000
Designs equipment which links computers and networks.
Jacor Communications, Inc.*                                              16,500          451,688
Operator of radio and TV stations.
                                                                                     -----------
                                                                                     $ 2,509,688
                                                                                     -----------
    TOTAL COMMON STOCKS
      (IDENTIFIED COST, $49,564,465)                                                 $68,469,507
                                                                                     -----------

<CAPTION>
- ------------------------------------------------------------------------------------------------
                                 SHORT-TERM OBLIGATIONS - 17.4%
- ------------------------------------------------------------------------------------------------
                                                                    FACE AMOUNT
                                                                  (000 OMITTED)
- ------------------------------------------------------------------------------------------------
<S>                                                                      <C>         <C>        
Associates Corp. of North America,                                       $3,746      $ 3,745,324
  6.5s, 1/2/97
Delaware Funding Corp., 6s, 1/6/97                                        3,740        3,736,883
Ford Motor Credit Corp., 5.65s, 1/8/97                                    4,000        3,995,606
General Electric Capital Co., 5.9s, 1/2/97                                2,993        2,992,509
                                                                                     -----------
    TOTAL SHORT-TERM OBLIGATIONS
      AT AMORTIZED COST                                                              $14,470,322
                                                                                     -----------
    TOTAL INVESTMENTS - 100.0%
      (IDENTIFIED COST, $64,034,787)                                                 $82,939,829
    OTHER ASSETS, LESS LIABILITIES - 0.0%                                                  7,445
                                                                                     -----------
    TOTAL NET ASSETS - 100%                                                          $82,947,274
                                                                                     ===========

*Non-income producing security.
</TABLE>


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

                                 STATEMENT OF ASSETS AND LIABILITIES
- ----------------------------------------------------------------------------------------------------
                                          DECEMBER 31, 1996
- ----------------------------------------------------------------------------------------------------
<S>                                                                         <C>          <C>        
ASSETS:
  Investments, at value (Note 1A) (identified cost, $64,034,787)                         $82,939,829
  Cash                                                                                         1,553
  Dividends receivable                                                                        13,010
  Deferred organization expenses (Note 1E)                                                     8,153
                                                                                         -----------
      Total assets                                                                       $82,962,545
LIABILITIES:
  Payable to affiliate --
    Trustees' fees                                                          $ 2,540
  Accrued expenses                                                           12,731
                                                                            -------
      Total liabilities                                                                       15,271
                                                                                         -----------
NET ASSETS applicable to investors' interest in Portfolio                                $82,947,274
                                                                                         ===========
SOURCES OF NET ASSETS:
  Net proceeds from capital contributions and withdrawals                                $64,042,232
  Unrealized appreciation of investments (computed on the basis of
    identified cost)                                                                      18,905,042
                                                                                         -----------
      Total net assets                                                                   $82,947,274
                                                                                         ===========
</TABLE>


   The accompanying notes are an integral part of the financial statements
<PAGE>
<TABLE>
<CAPTION>
                                       STATEMENT OF OPERATIONS
- -----------------------------------------------------------------------------------------------------
                                FOR THE YEAR ENDED DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------
<S>                                                                         <C>           <C>        
INVESTMENT INCOME:
  Dividend income (net of foreign taxes, $247)                                            $   288,670
  Interest income                                                                             424,785
                                                                                          -----------
    Total income                                                                          $   713,455
  Expenses --
    Investment adviser fee (Note 3)                                         $477,560
    Compensation of Directors not members of the Investment Adviser's
      organization (Note 3)                                                    7,615
    Custodian fees                                                            61,252
    Legal and accounting services                                             21,618
    Amortization of organization expenses (Note 1E)                            3,166
    Miscellaneous                                                              6,520
                                                                            --------
        Total expenses                                                                        577,731
                                                                                          -----------
          Net investment income                                                           $   135,724
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net realized gain on investments (identified cost basis)                                $18,226,741
  Change in unrealized appreciation on investments                                         (1,762,538)
                                                                                          -----------
        Net realized and unrealized gain on investments                                    16,464,203
                                                                                          -----------
          Net increase in net assets resulting from operations                            $16,599,927
                                                                                          ===========
</TABLE>


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

                                 STATEMENT OF CHANGES IN NET ASSETS
- -----------------------------------------------------------------------------------------------------
                                                                           YEAR ENDED DECEMBER 31,
                                                                        -----------------------------
                                                                            1996              1995
                                                                        -----------       -----------
<S>                                                                     <C>               <C>        
INCREASE (DECREASE) IN NET ASSETS:
  From operations --
    Net investment income                                               $   135,724       $   134,736
    Net realized gain on investment transactions                         18,226,741         4,131,300
    Change in unrealized appreciation (depreciation) of investments      (1,762,538)       10,473,926
                                                                        -----------       -----------
      Net increase in net assets from operations                        $16,599,927       $14,739,962
                                                                        -----------       -----------

  Capital transactions --
    Contributions                                                       $10,738,468       $14,400,870
    Withdrawals                                                         (18,331,396)      (19,642,929)
                                                                        -----------       -----------
      Decrease in net assets resulting from capital transactions        $(7,592,928)      $(5,242,059)
                                                                        -----------       -----------
        Total increase in net assets                                    $ 9,006,999       $ 9,497,903
NET ASSETS:
  At beginning of year                                                   73,940,275        64,442,372
                                                                        -----------       -----------
  At end of year                                                        $82,947,274       $73,940,275
                                                                        ===========       ===========
</TABLE>


   The accompanying notes are an integral part of the financial statements
<PAGE>
<TABLE>
<CAPTION>
                                         SUPPLEMENTARY DATA
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                      YEAR ENDED DECEMBER 31,
                                                                        ---------------------------------------------------
                                                                              1996              1995             1994*
                                                                        ----------------  ----------------  ---------------
<S>                                                                           <C>                 <C>               <C>   
RATIOS (As a percentage of average net assets):
  Expenses                                                                      0.76%             0.77%             0.74%+
  Net investment income                                                         0.18%             0.19%             0.20%+
PORTFOLIO TURNOVER                                                                91%               81%               19%
AVERAGE COMMISSION RATE PAID (1)                                              $0.0579              --                --

  + Computed on an annualized basis.
  * For the period from the start of business, August 1, 1994 to December 31, 1994.
(1) For 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. 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.
</TABLE>


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

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

                               DECEMBER 31, 1996


- --------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
Special Investment Portfolio (the Portfolio) is registered under the
Investment Company Act of 1940 as a diversified open-end investment company
which was organized as a trust under the laws of the State of New York on May
1, 1992. The Declaration of Trust permits the Trustees to issue beneficial
interests in the Portfolio. The following is a summary of significant
accounting policies of the Portfolio. The policies are in conformity with
generally accepted accounting principles.

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

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

C. EXPENSE REDUCTION -- The Portfolio has entered into an arrangement with its
custodian agent whereby interest earned on uninvested cash balances are used
to offset custody fees. All significant reductions are reported
as a reduction of expenses in the Statement of Additional Information.

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

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

F. USE OF ESTIMATES. -- The preparation of the 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.

- --------------------------------------------------------------------------------
(2) INVESTMENT TRANSACTIONS
Purchases and sales of investments, other than short-term obligations,
aggregrated $62,868,221 and $79,119,712, respectively.

- --------------------------------------------------------------------------------
(3) INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The investment adviser fee is earned by Boston Management and Research (BMR),
a wholly-owned subsidiary of Eaton Vance Management (EVM), as compensation for
management and investment advisory services rendered to the Portfolio. The fee
is at the annual rate of  5/8 of 1% of average daily net assets. For the year
ended December 31, 1996, the fee amounted to $477,560. Except as to Trustees
of the Portfolio who are not members of EVM's or BMR's organization, officers
and Trustees receive remuneration for their services to the Portfolio out of
such investment adviser fee. Certain of the officers and Trustees of the
Portfolio are officers and directors/trustees of the above organizations.
Trustees of the Portfolio that are not affiliated with the Investment Adviser
may elect to defer receipt of all or a percentage of their annual fees in
accordance with the terms of the Trustees Deferred Compensation Plan. For the
year ended December 31, 1996, no significant amounts have been deferred.

- --------------------------------------------------------------------------------
(4) LINE OF CREDIT
The Portfolio participates with other portfolios and funds managed by BMR and
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
borrowings 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.

- --------------------------------------------------------------------------------
(5) 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                                                     $64,034,787
                                                                   ===========
Gross unrealized appreciation                                      $19,905,582
Gross unrealized depreciation                                        1,000,540
                                                                   -----------
Net unrealized appreciation                                        $18,905,042
                                                                   ===========
<PAGE>

                      REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
TO THE TRUSTEES AND INVESTORS OF
SPECIAL INVESTMENT PORTFOLIO:

We have audited the accompanying statement of assets and liabilities of
Special Investment Portfolio, including the portfolio of investments, as of
December 31, 1996, the related statement of operations for the year then
ended, changes in net assets for each of the two years then ended and
supplementary data for each of the two years then ended and for the period
from August 1, 1994 (start of business) to December 31, 1994. These financial
statements and supplementary data are the responsibility of the Portfolio's
management. Our responsibility is to express an opinion on these financial
statements and supplementary data based on our 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 securities
owned as of December 31, 1996 by correspondence with the custodian and
brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to
above present fairly, in all material respects, the financial position of
Special Investment Portfolio as of December 31, 1996, the results of its
operations for the year then ended, changes in its net assets for each of the
two years then ended and supplementary data for each of the two years then
ended and for the period from August 1, 1994 (start of business) to December
31, 1994, in conformity with generally accepted accounting principles.

                                              COOPERS & LYBRAND L.L.P.

BOSTON, MASSACHUSETTS
JANUARY 31, 1997

<PAGE>
                             INVESTMENT MANAGEMENT

EV CLASSIC           OFFICERS               TRUSTEES                            
SPECIAL EQUITIES     JAMES B. HAWKES        M. DOZIER GARDNER                   
FUND                 President, Trustee     Vice Chairman, EVM                  
24 Federal Street                                                               
Boston, MA 02110     EDWARD E. SMILEY, JR.  DONALD R. DWIGHT                    
                     Vice President         President, Dwight Partners, Inc.    
                                            Chairman, Newspapers of             
                     JAMES L. O'CONNOR      New England, Inc.                   
                     Treasurer                                                  
                                            SAMUEL L. HAYES, III                
                     THOMAS OTIS            Jacob H. Schiff Professor of        
                     Secretary              Investment Banking, 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   
                     -----------------------------------------------------------
SPECIAL              OFFICERS               TRUSTEES                            
INVESTMENT           JAMES B. HAWKES        DONALD R. DWIGHT                    
PORTFOLIO            President, Trustee     Vice Chairman, Eaton Vance          
24 Federal Street                           Management                          
Boston, MA 02110     EDWARD E. SMILEY, JR.                                      
                     Vice President and     DONALD R. DWIGHT                    
                     Portfolio Manager      President, Dwight Partners, Inc.    
                                            Chairman, Newspapers of             
                     JAMES L. O'CONNOR      New England, Inc.                   
                     Treasurer                                                  
                                            SAMUEL L. HAYES, III                
                     THOMAS OTIS            Jacob H. Schiff Professor of        
                     Secretary              Investment Banking,                 
                                            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   



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