February 15, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for
Eaton Vance Total Return Trust
1933 Act File No. 2-74378
1940 Act File no. 811-3283
In accordance with the provisions of Rule 24f-2 under the
Investment Company Act of 1940, Eaton Vance Total Return Trust
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) 6,329,696 shares of the Fund were sold during the Fiscal
Year.
(v) 6,329,696 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 excess of sales over redemptions during the
Fiscal Year was less than and was deducted from registrant's
balance of definitively registered shares.
<PAGE>
Rule 24f-2 Notice of Page 2
Eaton Vance Total Return Trust
1933 Act File No. 2-74378
1940 Act File no. 811-3283
Aggregate Sale Price for Shares $ 55,063,978.00
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 $136,447,009.00
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
Julia Clarke, 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 of
Eaton Vance Total Return Trust
1933 Act File No. 2-74378
1940 Act File no. 811-3283
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, 103,367
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
