EATON VANCE MUTUAL FUNDS TRUST
24 Federal Street
Boston, MA 02110
December 20, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for Series of
Eaton Vance Mutual Funds Trust
with October 31 Fiscal Year Ends
1933 Act File No. 2-90946
1940 Act File no. 811-4015
In accordance with the provisions of
Rule 24f-2 under the Investment Company Act
of 1940, Eaton Vance Mutual Funds Trust,
hereby files its Rule 24f-2 Notice on behalf of
its series with October 31 fiscal year ends.
This Rule 24f-2 Notice is being filed
for series of the Trust whose fiscal year ended
October 31, 1996 ("Fiscal Year").
No shares of the Trust's series 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.
9,665,644 shares of the Trust's series,
with an aggregate sales price of $85,540,949
were registered during the Fiscal Year,
pursuant to Rule 24e-2.
11,765,124 shares of the Trust's series,
with an aggregate sales price of $123,610,093,
were sold during the Fiscal Year in reliance
upon the Declaration of the Trust 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 Trust.
614,388 shares of the Trust's series,
with an aggregate sales price of $5,462,238,
were issued during the Fiscal Year in
connection with the Trust's dividend
reinvestment plan.
For the Fiscal Year, the Trust's series
sold an aggregate of 12,379,512 shares,
including those issued pursuant to its dividend
reinvestment plan, with an aggregate sales
price of $129,072,331.
No fee is required since the value of shares
registered under Rule 24e-2, exceeds
the value of net sales for the Fiscal Year.
<PAGE>
Rule 24f-2 Notice for Series of
Eaton Vance Mutual Funds Trust
with October 31 Fiscal Year Ends
1933 Act File No. 2-90946
1940 Act File no. 811-4015
Aggregate Sale Price for Shares $123,610,093
Sold During Fiscal Year Pursuant to
Rule 24f-2.
Aggregate Price of Shares Issued
During Fiscal Year In Connection
with Dividend Reinvestment Plans.
5,462,238
Aggregate Price of Shares Sold $129,072,331
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Year. $47,868,076
and
(2) Aggregate Redemption Price of
Redeemed Shares Previously
Applied by Trust Pursuant to
Rule 24e-2(a) in Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940
$81,204,255
Equals $ 0
Any questions regarding the matter should
by addressed to Hadi Mezher, Eaton Vance
Management, 24 Federal Street, Boston,
Massachusetts 02110.
Sincerely,
Eaton Vance Management
/s/M. Katherine Kreider
M. Katherine Kreider
Assistant Treasurer
Enclosures (Opinion of Counsel)
<PAGE>
EATON VANCE MUTUAL FUNDS TRUST
24 Federal Street
Boston, MA 02110
OPINION OF COUNSEL
December 20, 1996
Eaton Vance Management
24 Federal Street
Boston, MA 02110
RE: Rule 24f-2 Notice for
Eaton Vance Mutual Funds Trust
1933 Act File No. 2-90946
1940 Act File no. 811-4015
Gentlemen:
By filing of the captioned Notice pursuant
to Rule 24f-2 under the Investment Company
Act of 1940, as amended, the Trust made
definite the registration under the Securities
Act of 1933 of 12,379,512 shares sold,
including those sold pursuant to its dividend
reinvestment plan, in reliance upon said Rule
24f-2 during the fiscal year ended October 31,
1996.
It is the opinion of the undersigned that
such shares were legally issued, fully paid and
nonassessable.
Sincerely,
Eaton Vance Management
/s/ H. Day Brigham
H. Day Brigham, Jr.
Vice President and
Chairman of the Executive Committee
Member of Massachusetts and New York
Bars
