EXCHANGE FUND OF BOSTON INC
N-30D, 1995-08-14
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<PAGE>
                       TO SHAREHOLDERS

EXCHANGE FUND OF BOSTON HAD A TOTAL RETURN OF 26.0 PERCENT DURING THE YEAR THAT
ENDED JUNE 30, 1995. That return represented a rise in net asset value per share
to $238.23 from $191.79, and the reinvestment of $3.09 per share in income
dividends. By comparison, the S&P 500, an unmanaged index of common stocks, also
had a return of 26.0 percent during the same period.

-------------------------------------------------------------------------------
EXCHANGE FUND OF BOSTON HAD A TOTAL RETURN OF 26.0 PERCENT DURING THE YEAR THAT
ENDED JUNE 30, 1995.
-------------------------------------------------------------------------------

IN GENERAL, THE STOCK MARKET PERFORMED VERY WELL DURING THE PAST YEAR. The
second half of 1994 saw a modest turnaround from the weak market conditions that
had prevailed earlier in the year. Following the last increase in short-term
interest rates put in place by the Federal Reserve in November, the stock market
started a strong rally that carried through the first half of 1995. The market's
behavior was a positive response to the improving interest rate environment and
the prospects for continuing economic growth with limited inflation. Many major
corporations have been seeing sharply escalating profits, reflecting not only a
favorable economy but also the substantial cost reduction and productivity
initiatives they have undertaken in recent years.

THE MARKET HAS BEEN LED OVER THE PAST YEAR BY STOCKS IN THE TECHNOLOGY SECTOR.
Intel Corp., which is the Fund's largest holding, was a standout performer even
among technology stocks, with a price gain of 117 percent. Another major
technology holding, Hewlett-Packard Co., saw a price gain of 98 percent. These
and other technology companies continue to benefit from the extremely strong
global demand for semiconductor and computer-based products for an ever-widening
array of applications.

OTHER SECTORS OF THE MARKET THAT WERE STRONG PERFORMERS OVER THE PAST YEAR WERE
FINANCIAL AND HEALTHCARE STOCKS. Among the Fund's major healthcare holdings,
Johnson & Johnson had a price gain of 57 percent and Astra AB Series A increased
in price by 53 percent. The Fund's second-largest holding, the reinsurer General
Re Corp., had a price gain of 53 percent.

OTHER NOTEWORTHY CONTRIBUTORS AMONG THE FUND'S TOP DOZEN HOLDINGS WERE PEPSICO,
INC., UP 49 PERCENT, AND MCDONALD'S CORP. AND PROCTER & GAMBLE CO., EACH UP 35
PERCENT. As evidenced by the Fund's total return of 26 percent, this has been a
favorable environment for the well-established international growth companies
that make up much of the Fund's portfolio. However, past performance does not
guarantee future returns.

LOOKING FORWARD, THE KEY ISSUES FACING THE FUND ARE STOCK MARKET VALUATION
LEVELS AND THE SLOWING OF ECONOMIC GROWTH. The recent action by the Federal
Reserve to reduce short-term interest rates increases the likelihood of a "soft
landing" for the U.S. economy.

-------------------------------------------------------------------------------
NO MATTER HOW ECONOMIC CONDITIONS MAY CHANGE, WE REMAIN CONVINCED THAT OVER THE
LONG TERM, INVESTING IN A SELECTED PORTFOLIO OF HIGH-QUALITY COMMON STOCKS IS
LIKELY TO DELIVER SOUND PERFORMANCE. That remains the strategy of Exchange Fund
of Boston, and we are confident the Fund will continue to participate in the
economy's ongoing growth.
-------------------------------------------------------------------------------

                                     Sincerely,

                                     /s/ Landon T. Clay

                                     LANDON T. CLAY
                                     President
                                     August 4, 1995

[Photo of Landon T. Clay]

"NO MATTER HOW ECONOMIC CONDITIONS MAY CHANGE, WE REMAIN CONVINCED THAT OVER THE
LONG TERM, INVESTING IN A SELECTED PORTFOLIO OF HIGH-QUALITY COMMON STOCKS IS
LIKELY TO DELIVER SOUND PERFORMANCE."
<PAGE>

                       THE EXCHANGE FUND OF BOSTON, INC.
                                 JUNE 30, 1995
                                  (UNAUDITED)

INVESTMENT CHANGES
SIX MONTHS ENDED JUNE 30, 1995
-------------------------------------------------------------------------------

                                                                Shares Owned
INCREASES                                                    12/31/94  6/30/95
------------------------------------------------------------------------------
Home Depot, Inc.                                                0     40,000
------------------------------------------------------------------------------
DECREASES*
------------------------------------------------------------------------------
Bausch & Lomb, Inc.                                           63,750  59,320
------------------------------------------------------------------------------
Dun & Bradstreet Corp. Information Services                   40,158  36,158
------------------------------------------------------------------------------
Family Dollar Stores                                          75,000       0
------------------------------------------------------------------------------
First Chicago Corp.                                           33,881  23,761
------------------------------------------------------------------------------
General Re Corp.                                              35,670  28,210
------------------------------------------------------------------------------
Johnson & Johnson                                             55,230  42,395
------------------------------------------------------------------------------
Tecumseh Products Co. Class B                                    400       0
------------------------------------------------------------------------------
       OTHER CHANGES
          Shares
------------------------------------------------------------------------------
          34,388           Cox Communications Inc. -- Class A in a distribution
                           from Times-Mirror Co.
------------------------------------------------------------------------------
          32,350           Intel Corp., in a 2 for 1 stock split less 8,000
                           shares paid in kind on redemptions.
------------------------------------------------------------------------------
          12,800           Hewlett-Packard Co., in a 2 for 1 stock  split.
------------------------------------------------------------------------------
*Includes investments paid in kind on redemptions.
<PAGE>

                           PORTFOLIO OF INVESTMENTS
                                JUNE 30, 1995



NAME OF COMPANY                                SHARES           VALUE
------------------------------------------------------------------------------
                                 COMMON STOCKS - 99.8%
------------------------------------------------------------------------------
BANKS - 3.6%
BankAmerica Corp.                                 20,812       $ 1,095,232
First Chicago Corp.                               23,761         1,422,673
                                                               -----------
                                                               $ 2,517,905
                                                               -----------
BEVERAGES - 5.1%
Anheuser-Busch Co., Inc.                          26,310       $ 1,496,381
PepsiCo, Inc.                                     45,900         2,094,188
                                                               -----------
                                                               $ 3,590,569
                                                               -----------
BROADCAST & CABLE - 1.0%
Cox Communications Inc. Class A*                  34,388       $   666,267
                                                               -----------

BUSINESS SERVICES - MISCELLANEOUS - 2.4%
Ecolab Inc.                                       69,800       $ 1,710,100
                                                               -----------

COMMUNICATIONS EQUIPMENT - 1.9%
Northern Telecom Ltd.                             35,870       $ 1,309,255
                                                               -----------

COMPUTERS & BUSINESS EQUIPMENT - 2.6%
Digital Equipment Corp.*                          10,195       $   415,446
International Business Machines Corp.             14,267         1,369,632
                                                               -----------
                                                               $ 1,785,078
                                                               -----------
COMPUTER SOFTWARE - 2.3%
Novell Inc.*                                      80,000       $ 1,595,000
                                                               -----------

CONSTRUCTION & REAL ESTATE - 1.6%
CBI Industries, Inc.                              45,126       $ 1,133,790
                                                               -----------

DRUGS & MEDICAL - 7.3%
ASTRA AB Series A                                 90,000       $ 2,774,799
Genentech Inc.*                                   17,500           850,938
Merck & Co., Inc.                                 30,390         1,489,110
                                                               -----------
                                                               $ 5,114,847
                                                               -----------
ELECTRONICS INSTRUMENTS - 2.7%
Hewlett-Packard Co.                               25,600       $ 1,907,200
                                                               -----------

ELECTRONICS - SEMICONDUCTORS - 6.6%
Intel Corp.                                       72,700       $ 4,602,819
                                                               -----------

PAPER & FOREST PRODUCTS - 4.2%
PoHatch Corp.                                     10,830       $   452,153
Union Camp Corp.                                  43,059         2,492,040
                                                               -----------
                                                               $ 2,944,193
                                                               -----------
HOUSEHOLD PRODUCTS - 6.6%
Procter & Gamble                                  32,800       $ 2,357,500
Rubbermaid Inc.                                   78,920         2,190,030
                                                               -----------
                                                               $ 4,547,530
                                                               -----------
INFORMATION SERVICES - 3.5%
Reuters Holdings PLC                              48,000       $ 2,406,000
                                                               -----------

INSURANCE - 10.8%
General Re Corp.                                  28,210       $ 3,776,614
St. Paul Companies, Inc.                          52,820         2,601,385
Torchmark Corp.                                   31,425         1,186,294
                                                               -----------
                                                               $ 7,564,293
                                                               -----------
MACHINERY & INDUSTRIAL EQUIPMENT - 3.8%
Tecumseh Products Co. Class A                     60,720       $ 2,671,680
                                                               -----------

MEDICAL PRODUCTS - 9.4%
Bausch & Lomb, Inc.                               59,320       $ 2,461,780
Johnson & Johnson                                 42,395         2,866,962
Sofamor Danek Group, Inc.*                        55,000         1,244,375
                                                               -----------
                                                               $ 6,573,117
                                                               -----------
OIL & GAS INTEGRATED - 5.9%
Chevron Corp.                                     15,600       $   727,350
Mobil Corp.                                       17,750         1,704,000
Phillips Petroleum Co.                            50,000         1,668,750
                                                               -----------
                                                               $ 4,100,100
                                                               -----------
OIL & GAS SERVICES AND EQUIPMENT - 1.9%
Schlumberger Ltd.                                 21,278       $ 1,321,896
                                                               -----------

PRINTING & BUSINESS FORMS - 1.7%
Harland (John H.) Co.                             51,540       $ 1,178,977
                                                               -----------

PUBLISHING - 4.6%
Dun & Bradstreet Corp. Information
  Services                                        36,158       $ 1,898,295
Times-Mirror Co. Class A                          55,890         1,334,374
                                                               -----------
                                                               $ 3,232,669
                                                               -----------
RESTAURANTS - 4.0%
McDonald's Corp.                                  71,100       $ 2,781,787
                                                                ----------
RETAIL - 5.3%
Home Depot, Inc. (The)                            40,000       $ 1,625,000
Toys "R" Us, Inc.*                                72,000         2,106,000
                                                               -----------
                                                               $ 3,731,000
                                                               -----------
TRANSPORTATION - 1.0%
Union Pacific Corp.                               12,890       $   713,783
                                                               -----------
    TOTAL COMMON STOCKS
      (Identified cost, $15,315,930) - 99.8%                   $69,699,855
    OTHER ASSETS,
      LESS LIABILITIES - 0.2%                                      139,255
                                                               -----------
    NET ASSETS -  100%                                         $69,839,110
                                                               ===========
 *Non-income producing security.

                      See notes to financial statements
<PAGE>
                             FINANCIAL STATEMENTS

                     STATEMENT OF ASSETS AND LIABILITIES
------------------------------------------------------------------------------
                                June 30, 1995
------------------------------------------------------------------------------
ASSETS:

  Investments, at value (Note 1A) (identified cost,
     $15,315,930)                                                $69,699,855
  Cash                                                                12,934
  Dividends receivable                                               127,836
  Other assets                                                         9,858
                                                                 -----------
      Total assets                                               $69,850,483
LIABILITIES:
  Payable to affiliates --
    Custodian fee                                        $1,210
    Directors' fees                                       1,542
  Accrued expenses                                        8,621
                                                         ------
      Total liabilities                                               11,373
                                                                 -----------
NET ASSETS for 293,162 shares of capital stock
  outstanding                                                    $69,839,110
                                                                 ===========
SOURCES OF NET ASSETS:
  Accumulated net realized gain on investment
    transactions (computed on the basis of identified
    cost), less the excess of cost of capital stock
    redeemed over proceeds from sales of capital stock
    (including shares issued to shareholders electing
    to receive payment of distributions in capital
    stock)                                                       $25,580,010
  Accumulated distributions of net realized gain on
    investments as computed for federal income tax
    purposes                                                      (2,197,214)
  Unrealized appreciation of investments (computed on
   the basis of identified cost)                                  54,383,958
  Federal tax on undistributed net realized long-term
    capital gain paid on behalf of shareholders                   (8,108,363)
  Undistributed net investment income                                180,719
                                                                 -----------
      Total                                                      $69,839,110
                                                                 ===========
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
  ($69,839,110 / 293,162 shares of capital stock
    outstanding)                                                   $238.23
                                                                   =======

                          See notes to financial statements
<PAGE>

                           STATEMENT OF OPERATIONS
------------------------------------------------------------------------------
                       For the Year Ended June 30, 1995
------------------------------------------------------------------------------
INVESTMENT INCOME:
  Income --
    Dividends                                                     $ 1,412,866
    Interest                                                           14,407
                                                                  -----------
        Total income                                              $ 1,427,273
  Expenses --
    Investment adviser fee (Note 4)                  $  402,676
    Compensation of Directors not members of the
     Investment Adviser's organization                    6,238
    Custodian fee (Note 4)                               36,741
    Legal and accounting services                        25,204
    Printing and postage                                 23,746
    Transfer and dividend disbursing agent fees          16,305
    Miscellaneous                                         6,007
                                                     ----------
        Total expenses                                                516,917
                                                                  -----------
          Net investment income                                   $   910,356
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
  Net realized gain on investments, computed on the
    basis of identified cost
    ($28,176 net gain as computed for federal
    income tax purposes)                             $4,676,421
  Increase in unrealized appreciation of
    investments                                       9,359,550
                                                     ----------
          Net realized and unrealized gain on
             investments                                           14,035,971
                                                                  -----------
            Net increase in net assets from
              operations                                          $14,946,327
                                                                  ===========

                   See notes  to financial statements
<PAGE>

                      STATEMENT OF CHANGES IN NET ASSETS
------------------------------------------------------------------------------
                                                       YEAR ENDED JUNE 30,
                                                    -------------------------
                                                        1995          1994
                                                    ------------  ------------
INCREASE (DECREASE) IN NET ASSETS:
  From operations --
    Net investment income                           $   910,356   $   906,092
    Net realized gain on investment transactions      4,676,421     2,685,533
    Increase (decrease) in unrealized appreciation
      of investments                                  9,359,550    (3,942,112)
                                                    -----------   -----------
      Increase (decrease) in net assets from
        operations                                  $14,946,327   $  (350,487)
                                                    -----------   -----------
  Undistributed net investment income included in
    net asset value of shares redeemed and issued        --       $   (12,169)
                                                    -----------   -----------
  Distributions to shareholders --
    From net investment income                      $  (937,712)  $  (885,542)
                                                    -----------   -----------
  Net decrease from capital stock transactions
    (exclusive of amounts allocated to net
    investment income)                              $(4,879,463)  $(3,037,955)
                                                    -----------   -----------
      Net increase (decrease) in net assets         $ 9,129,152   $(4,286,153)
NET ASSETS:
  At beginning of year                               60,709,958    64,996,111
                                                    -----------   -----------
  At end of year (including undistributed net
    investment income of $180,719 and $208,075,
    respectively)                                   $69,839,110   $60,709,958
                                                    ===========   ===========


                  See notes to financial statements
<PAGE>

<TABLE>
<CAPTION>
                                          FINANCIAL HIGHLIGHTS
------------------------------------------------------------------------------------------------------------
                                                                  YEAR ENDED JUNE 30,
                                          ------------------------------------------------------------------
                                             1995          1994          1993          1992         1991
                                          -----------   -----------   -----------   -----------   ----------
<S>                                         <C>           <C>           <C>           <C>          <C>     
NET ASSET VALUE, beginning of year          $191.790      $196.100      $187.690      $167.320     $164.980
                                            --------      --------      --------      --------     --------
INCOME FROM OPERATIONS:
  Net investment income                     $  3.049      $  2.805      $  2.652      $  2.666     $  3.145
  Net realized and unrealized
    gain (loss) on investments                46.481        (4.365)        8.408        20.414        2.195
                                            --------      --------      --------      --------     --------
      Total income (loss) from operations   $ 49.530      $ (1.560)     $ 11.060      $ 23.080     $  5.340
                                            --------      --------      --------      --------     --------
LESS DISTRIBUTIONS:
  From net investment income                $ (3.090)     $ (2.750)     $ (2.650)     $ (2.710)    $ (3.000)
                                            --------      --------      --------      --------     --------
NET ASSET VALUE, end of year                $238.230      $191.790      $196.100      $187.690     $167.320
                                            ========      ========      ========      ========     ========
TOTAL RETURN<F1>                              26.01%        (0.86%)        5.87%        13.85%        3.35%

RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000's omitted)   $ 69,839      $ 60,710      $ 64,996      $ 65,788     $ 62,422
  Ratio of expenses to average net assets      0.80%         0.79%         0.80%         0.81%        0.87%
  Ratio of net investment income to 
    average net assets                         1.41%         1.38%         1.34%         1.44%        2.00%
PORTFOLIO TURNOVER RATE                           2%            8%            3%            7%           4%
<FN>
<F1> 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 period reported. Dividends and distributions, if any, are assumed to be reinvested at the net
     asset value on the payable date.
</TABLE>

            See notes to financial statements

<PAGE>
------------------------------------------------------------------------------
                         NOTES TO FINANCIAL STATEMENTS

(1) SIGNIFICANT ACCOUNTING POLICIES
The Fund is registered under the Investment Company Act of 1940, as amended, as
a diversified, open-end, management investment company. 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 -- Investments listed on security exchanges or in the
NASDAQ National Market are valued at closing sale prices. Listed or unlisted
investments for which closing sale prices are not available are valued at
closing bid prices. Short-term obligations, maturing in 60 days or less, are
valued at amortized cost, which approximates value.

B. 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 from dividends,
interest and net realized short-term capital gain. Accordingly, no provision for
federal income or excise tax is necessary. The Fund generally designates as
undistributed any taxable net realized long-term gain (but reserves the right to
distribute such gain in any year) and pays the federal tax thereon on behalf of
shareholders. Provision for such tax is recorded on the Fund's records on the
last business day of the Fund's fiscal year because the Internal Revenue Code
provides that such tax is allocated among shareholders of record on that date.

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

D. OTHER -- Investment transactions are accounted for on a trade date basis.
Dividend income and dividends to shareholders are recorded on the ex-dividend
date.

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

------------------------------------------------------------------------------
(2) CAPITAL STOCK
At June 30, 1995, there were 3,297,273 shares of $1.00 par value capital stock
authorized. Transactions in capital stock were as follows:

                                            YEAR ENDED JUNE 30,
                               ----------------------------------------------
                                        1995                     1994
                               ----------------------    --------------------
                               SHARES       AMOUNT       SHARES      AMOUNT
                               -------    -----------    ------   -----------
Redemptions                    (24,267)   $(5,068,363)  (15,774)  $(3,215,547)
Issued to shareholders
  electing to receive
  payment of
  dividends in capital stock       878        188,900       879       177,592
                               -------    -----------    ------   -----------
    Net decrease               (23,389)   $(4,879,463)  (14,895)  $(3,037,955)
                               =======    ===========    ======   ===========

------------------------------------------------------------------------------
(3) INVESTMENT TRANSACTIONS
Purchases and sales of investments, other than short-term obligations,
aggregated $1,653,010 and $1,403,733, respectively. In addition, investments
having an aggregate market value of $4,860,189 at dates of redemption were
distributed in payment for capital stock redeemed.


------------------------------------------------------------------------------
(4) INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The investment adviser fee, computed at the monthly rate of 5/96 of 1% (5/8 of
1% annually) of the Fund's average monthly net assets, was paid to Eaton Vance
Management (EVM) as compensation for management and investment advisory services
rendered to the Fund. Except as to directors of the Fund who are not members of
EVM's organization, officers and directors receive remuneration for their
services to the Fund out of such investment adviser fee. The custodian fee was
paid to Investors Bank & Trust Company (IBT), an affiliate of EVM, for its
services as custodian of the Fund. Pursuant to the custodian agreement, IBT
receives a fee reduced by credits which are determined based on the average
daily cash balances the Fund maintains with IBT. Certain of the officers and
directors of the Fund are officers and directors/trustees of the above
organizations. Trustees of the Fund that are not affiliated with the Investment
Adviser may elect to defer receipt of all or a portion of their annual fees in
accordance with the terms of the Trustee Deferred Compensation Plan. For the
year ended June 30, 1995, no significant amounts have been deferred.

------------------------------------------------------------------------------
(5) LINE OF CREDIT
The Fund participates with other funds managed by EVM in a $120 million
unsecured line of credit agreement with a bank. The line of credit consists of a
$20 million committed facility and a $100 million discretionary facility.
Borrowings will be made by the Fund solely to facilitate the handling of unusual
and/or unanticipated short-term cash requirements. Interest is charged to each
fund based on its borrowings at an amount above either the bank's adjusted daily
certificate of deposit rate, a variable adjusted certificate of deposit rate, or
a federal funds effective rate. In addition, a fee computed at an annual rate of
1/4 of 1% on the $20 million committed facility and on the daily unused portion
of $100 million discretionary facility is allocated among the participating
funds at the end of each quarter. The Fund did not have any significant
borrowings or allocated fees during the year.

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

(6) FEDERAL INCOME TAX BASIS OF INVESTMENTS
The cost and unrealized appreciation/depreciation in value of the investments
owned at June 30, 1995, as computed on a federal income tax basis, are as
follows:

Aggregate cost                                                     $15,315,930
                                                                   ===========
Gross unrealized appreciation                                      $54,406,631
Gross unrealized depreciation                                           22,706
                                                                    ----------
    Net unrealized appreciation                                    $54,383,925
                                                                   ===========

<PAGE>
                       INDEPENDENT AUDITORS' REPORT
------------------------------------------------------------------------------
To the Board of Directors and Shareholders of
The Exchange Fund of Boston, Inc.:

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of The Exchange Fund of Boston, Inc., as of June
30, 1995, and the related statement of operations for the year then ended, the
statement of changes in net assets for the years ended June 30, 1995 and 1994,
and the financial highlights for each of the years in the five- year period
ended June 30, 1995. 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 June
30, 1995, 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, such financial statements and financial highlights present
fairly, in all material respects, the financial position of The Exchange Fund of
Boston, Inc. at June 30, 1995, the results of its operations, 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
July 27, 1995
<PAGE>

<TABLE>
<CAPTION>
                            INVESTMENT MANAGEMENT
<S>                     <C>                                  <C>
THE EXCHANGE            OFFICERS                             INDEPENDENT DIRECTORS
FUND OF                 LANDON T. CLAY                       DONALD R. DWIGHT
BOSTON, INC.            President and Director               President,
24 Federal Street       JAMES B. HAWKES                      Dwight Partners, Inc.
Boston, MA 02110        Vice President                       Chairman, Newspapers of
                        THOMAS E. FAUST, JR.                   New England, Inc.
                        Vice President and                   SAMUEL L. HAYES, III
                        Portfolio Manager                    Jacob H. Schiff Professor of
                        JAMES L. O'CONNOR                    Investment Banking,
                        Treasurer                            Harvard University Graduate
                        THOMAS OTIS                          School of Business
                        Clerk                                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
                        ------------------------------------------------------------------
                        THE EXCHANGE FUND                    TRANSFER AND DIVIDEND
                        OF BOSTON, INC.                      DISBURSING AGENT
                        24 Federal Street                    The Shareholder
                        Boston, MA 02110                     Services Group, Inc.
                        INVESTMENT ADVISER                   BOS725
                        Eaton Vance Management               P.O. Box 1559
                        24 Federal Street                    Boston, MA 02104
                        Boston, MA 02110                     
                        CUSTODIAN                            AUDITORS
                        Investors Bank & Trust Company       Deloitte & Touche LLP
                        24 Federal Street                    125 Summer Street
                        Boston, MA 02110                     Boston, MA 02110
</TABLE>
<PAGE>


                              THE EXCHANGE FUND
                               OF BOSTON, INC.
                             PERFORMANCE RESULTS[+]
------------------------------------------------------------------------------
                         AVERAGE ANNUAL TOTAL RETURNS
                      (STANDARDIZED SEC PERFORMANCE DATA
                     FOR THE PERIODS ENDED JUNE 30, 1995)
------------------------------------------------------------------------------
One year                                                                26.01%
------------------------------------------------------------------------------
Five years                                                               9.23%
------------------------------------------------------------------------------
Ten years                                                               11.63%
------------------------------------------------------------------------------
Life of Fund (9/5/63)                                                    9.55%
------------------------------------------------------------------------------

                           CUMULATIVE TOTAL RETURN
                                 LIFE OF FUND
                             (9/5/63 TO 6/30/95)
------------------------------------------------------------------------------
Exchange Fund of Boston                                               1,723.8%
------------------------------------------------------------------------------
Dow Jones Industrial Average                                          2,261.1%
------------------------------------------------------------------------------
Standard & Poor's 500                                                 2,398.9%
------------------------------------------------------------------------------

[+]  Past performance is no guarantee of future results. Investment returns and
     principal will fluctuate so that an investor's shares, when redeemed, may
     be worth more or less than their original cost.

The Dow Jones Industrial Average and the Standard & Poor's 500 are unmanaged
lists of common stocks.

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



                                     THE
                                EXCHANGE FUND
                                  OF BOSTON

                                An Eaton Vance
                                Exchange Fund

                                Annual Report
                                June 30, 1995


Eaton VANCE
The Boston Tradition

24 Federal Street, Boston, Massachusetts 02110




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