February 15, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for
Eaton Vance Tax Free Reserves
1933 Act File No. 2-73244
1940 Act File no. 811-3226
In accordance with the provisions of Rule 24f-2 under the
Investment Company Act of 1940, Eaton Vance Tax Free Reserves
hereby files five copies (one of which has been manually signed)
of its Rule 24f-2 Notice.
(i) This Rule 24f-2 Notice is being filed for the fiscal
year ended December 31, 1994 ("Fiscal Year").
(ii) No shares of the Fund which have been registered under
the Securities Act of 1933 (other than pursuant to Rule 24f-2)
remained unsold at the beginning of the Fiscal Year.
(iii) No shares of the Fund were registered during the
Fiscal Year, other than pursuant to Rule 24f-2.
(iv) 135,383,669 shares of the Fund were sold during the
Fiscal Year.
(v) 135,383,669 shares of the Fund were sold during the
Fiscal Year in reliance upon the Declaration of the Fund pursuant
to Rule 24f-2 which registered an indefinite amount of
securities. Attached to this Rule 24f-2 Notice, and made part
hereof, is an opinion of counsel indicating that the securities,
the registration of which the Notice makes definite in number,
were legally issued, fully paid, and non-assessable by the Fund.
In accordance with subsection (c) of Rule 24f-2, no fee is
required since the actual aggregate sale price for shares sold
during the Fiscal Year was less than the actual aggregate
redemption price of the shares redeemed during the Fiscal Year.
<PAGE>
Rule 24f-2 Notice for Page 2
Eaton Vance Tax Free Reserves
1933 Act File No. 2-73244
1940 Act File no. 811-3226
Aggregate Sale Price for Shares $135,383,669.00
Sold During Fiscal Year Pusuant to
Rule 24f-2.
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Year $166,830,592.00
and
(2) Aggregate Redemption Price of
Redeemed Shares Previously
Applied by Fund Pursuant to
Rule 24e-2(a) in Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 $ 0.00
Equals $ 0.00
Any questions regarding the matter should be addressed to
Hadi C. Mezher, Eaton Vance Management, 24 Federal Street,
Boston, Massachusetts 02110.
Sincerely,
Eaton Vance Management
James L. O'Connor
Vice President
Enclosures (5 copies of Notice)
(5 copies of Opinion of Counsel)
<PAGE>
OPINION OF COUNSEL
February 15, 1995
Eaton Vance Management
24 Federal Street
Boston, MA 02110
RE: Rule 24f-2 Notice for
Eaton Vance Tax Free Reserves
1933 Act File No. 2-73244
1940 Act File no. 811-3226
Gentlemen:
In connection with the filing of a Notice pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended, making
definite the registration under the Securities Act of 1933,
135,383,669 shares of the Fund sold in reliance upon said Rule 24f-
2 during the fiscal year ended December 31, 1994, it is the opinion
of the undersigned that such shares were legally issued, fully paid
and nonassessable.
Sincerely,
Eaton Vance Management
H. Day Brigham, Jr.
Vice President and
Chairman of the Executive Committee
Member of Massachusetts and New York
Bars
