EATON VANCE MUTUAL FUNDS TRUST
N-30D, 1996-12-31
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[LOGO: HOUSE]

EV Classic 
Strategic Income 
Fund

Annual 
Shareholder Report
October 31, 1996


To Shareholders

I am happy to report that EV Classic Strategic Income Fund had a 
total return of 15.1% during the year ended October 31, 1996. That 
return was the result of a rise in net asset value per share to 
$12.09 from $11.33 on October 31, 1995, and the reinvestment of 
$0.883 in dividends. It does not include the effect of the 1% 
contingent deferred sales charges incurred by shareholders redeeming 
within the first year.  Based on the October dividend and the 
closing net asset value of $12.09, the Fund's distribution rate was 
8.23%. 

1996: Robust performance for the global bond market and a record 
year for global bond issuance... 

Paced by the strong showing of Brady bonds and lower interest rates 
in Europe, 1996 has been a banner year for the global bond markets. 
Driven by falling rates and improving credit quality, foreign bond 
markets have drawn increasing interest from institutional and 
individual investors alike. Not surprisingly, given the excellent 
fixed-income climate, 1996 is also shaping up as a record year for 
the issuance of global bonds. Through June 30 alone, $350 billion in 
new bonds had come to market, a 60% increase over the same period 
last year. Several forces have been driving the trend, including 
high levels of government borrowing as emerging economies raise the 
capital necessary to fund economic development. The increased global 
supply has met with a warm reception from investors. More than $115 
billion of dollar-denominated bonds are scheduled to mature in 1996, 
according to the Euromoney Capital Market Data Base, and a good 
portion of that capital is being redirected into high-yield global 
bonds.

Meanwhile, the U.S. bond market, while on the defensive, provided 
some selective opportunities...

The U.S. market was generally under pressure throughout the period, 
as yields for 5-year Treasuries rose from 5.81% on October 31, 1995 
to 6.0% on October 31, 1996. While many investors had anticipated an 
economic slowdown in the second half of the year, the economy not 
only maintained its momentum but actually proved somewhat stronger 
than expected. The economy's strength in the face of weaker 
expectations contributed to increasing volatility throughout the 
period. 

Nonetheless, the Fund benefited from the response of its high-yield 
corporate bonds to continued economic growth, while its mortgage-
backed securities outperformed the Treasury market. Thus, in a 
difficult fixed-income environment, shareholders again benefited 
from the Fund's flexible investment approach. We believe that this 
time-tested strategy will continue to provide good fixed income 
opportunities - both domestic and global - in the years ahead. In 
the pages that follow, portfolio manager Mark Venezia reviews the 
Fund's successful fiscal year and gives his outlook for the global 
bond market.

[PHOTO OF JAMES B. HAWKES OMITTED]

Sincerely,

/S/ James B. Hawkes
James B. Hawkes 
President
December 20, 1996

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.



Management Discussion

An interview with Mark S. Venezia, 
vice president and manager of 
Strategic Income Portfolio.

Q. Mark, the Fund had an excellent performance during the fiscal 
year ended October 31, 1996. To what do you attribute the Fund's 
strong showing?

A.  Generally, this was a period when many global market trends 
worked in the Fund's favor. Our Brady bonds (see Question on page 4) 
were the largest contributors to the Fund's performance, as emerging 
markets rallied very strongly during the period. Second, we 
benefited from our exposure to Europe, as interest rates fell during 
the period. Third, yields in the so-called "Dollar Bloc" nations 
fell dramatically, causing our Canadian, Australian, and New Zealand 
positions to outperform the U.S. Fourth, while the U.S. Treasury 
market remained under some pressure, the Fund benefited from a 
narrowing of spreads in our U.S. mortgage-backed securities and 
high-yield corporate bonds. And finally, the Fund achieved currency 
gains as a result of the strength of the dollar against the yen and 
the German mark.  

Q. Why did the Brady markets do so well?

A.  There were several reasons. With the currency crises and market 
turbulence of 1994 and early 1995 behind them, global bond investors 
focused on the progress emerging countries have made in implementing 
economic reforms, fighting inflation and reducing current account 
deficits. Moreover, with interest rates in the U.S., Europe, and 
Japan still relatively low, the attractive yields on Brady bonds 
drew increasing attention. Finally, these emerging economies have 
shown that they can sustain growth rates well above those of the 
industrialized nations. As a result, we saw some improvement in 
credit quality among most Brady issuers. These strong fundamentals 
all gave a lift to the Brady markets.

[PHOTO OF MARK S. VENEZIA OMITTED]

Q. Which Brady markets were the best performers for the Fund?

A.  Predominantly the Latin American markets, although all emerging 
markets tended to fare well. In the first half of the fiscal year, 
Poland and Argentina were good positions for the Fund. Investors 
gave a warm reception to Argentina's Second Reform of the State, 
which promised tax reform and spending cuts. Meanwhile, the Polish 
market responded well to the election of President Kwasniewski and 
the likelihood of a more stable government still dedicated to 
economic reform. Moody's and Standard & Poor's, major bond-rating 
agencies, assigned Polish Bradys investment grade ratings, sparking 
a sharp rally in the bonds. 



In the second half of the period, we focused increasingly on Brazil 
and Ecuador, each of which has made remarkable economic progress. 
Brazil, for example, reported zero inflation for the month of 
September and continued to make progress on administrative reforms. 
Ecuador fared well as oil prices firmed throughout the year. In 
addition, newly-elected President Bucaram has proven more sensitive 
to the needs of business and foreign investorsthan his populist 
campaign suggested. That has further encouraged investors.

Q. You've referred to the importance of Brady bonds to the Fund's 
performance. Could you briefly explain the mechanics of the Brady 
bond markets?

A.  Certainly. As some investors already know, Brady bonds are named 
after former U.S. Treasury secretary Nicholas Brady, the architect 
of a U.S. plan to ensure the medium-term economic stability of 
debtor emerging nations. The basic concept behind the Brady Plan was 
to restructure these nations' commercial bank loans into bonds, 
thereby providing debt relief for the borrowers while creating a 
relatively liquid market for the new debt securities. 

Portfolio Investments:

Top five weightings according to...

 ...Regional                        Credit Exposure
allocations based                  U.S.                42.2%
on the location                    Ireland             10.3
of the issurer of each             Brazil               7.3
security. This shows               Poland               6.4
that the Portfolio's               Norway               5.3
largest holdings
were in the U.S.
and Ireland.

 ...The Portfolio's                 Currency Allocation
holdings broken                    U.S.                40.4%
down by country                    Ireland             10.5
of currency                        Czech Republic       9.8
denomination.                      Indonesia            7.7
This shows where                   Philippines          7.2
movements in
foreign exchange
on the Fund's
share price.

 ...The contribution                Interest Rate
of a country's                     Sensitivity*
positive weighting to the          U.S.                38.6%
Portfolio's duration.              Germany             28.8
This shows where                   Ireland             21.2
changing interest                  Norway              10.4
rates will have the                Canada               9.4
greatest impact
on share prices.

* Calculated by determinging the interest rate sensitivity fo the
  Portfolio's positions in each country and dividing by the
  Portfolio's overall interest rate sensitivity.



[GRAPHIC CHART OMITTED: The Brady Bond Market:]
Brady issuers demonstrate
improving economic fundamentals*...

                                   1995
                GDP            Reserves
              -----            --------
Argentina    $276 B             $14.3 B

Brazil        689 B              51.8 B

Ecuador        18 B               1.6 B

Mexico        279 B              16.9 B

Philippines    74 B               7.0 B

Poland        116 B              15.0 B

Venezuela      79 B               6.3 B

Footnote reads:
*Data for 1995; Source: J.P. Morgan, Inc.

[GRAPHIC VERTICAL BAR CHART WITH IMAGE OF PAPER SCROLL IN BACKROUND 
OMITTED: While Brady trading volume continues to surge.]

'91           $200B
'92           $730B
'93         $1,979B
'94         $2,766B
'95         $3,000B

Footnote reads:
Source: Emerging Markets Traders Association.

The first such plan, featuring an agreement with Mexico, went into 
effect in 1990.  Although there have been many variations on this 
early theme, this first agreement provided the basic precedent for 
future efforts: 1) securitization, or transforming bank loans into 
bonds; 2) collateralized principal, whereby the principal portion of 
some newly created bonds is backed by zero-coupon U.S. Treasuries; 
3) discounted exchanges, whereby loans are exchanged at a discount 
in return for long-term, floating-rate bonds; and 4) below-market 
fixed coupons, whereby loans are exchanged at par value, but with 
below-market coupons. These various structures have been used to 
improve economic stability for a wide range of emerging markets in 
Latin America, Southeast Asia, the Middle East and Eastern Europe. 

Q. What are the overall benefits of the Brady market?

A.  There are several. First, for emerging econo-mies, the use of 
Brady bonds provides debt relief through lower interest rates, 
longer maturities, and principal reduction. Often, that debt relief 
gives these nations additional breathing room in the critical early 
transition to a market economy. Second, the underlying credit of 
some of the new debt is improved through guarantees of principal 
repayment, which is very important from the investors' point of 
view. Finally, the process helps to broaden the investor base for 
the bonds and thereby improve their liquidity. As a measure of that 
liquidity, trading in Brady bonds will far exceed $1 trillion in 
1996. 



[GRAPHIC PIE CHART OMITTED: Strategic Allocation:*]

High-Yield        16.4%

Foreign 
Investment Grade  39.3%

U.S. Investment
Grade             44.3%

Footnote reads:
*Based on market valkue as of 10/31/96
Because the Fund is actively managed, country
and sector allocations are subject to change.

Q. Why did the Fund benefit from a strong dollar?

A.  In fiscal year 1996, the dollar was very strong relative to the 
Japanese yen. The Fund maintained short positions versus the yen 
throughout the period, which helped the Fund's performance. 
Meanwhile, in Europe, the Fund benefited from the relative strength 
of the dollar against the German mark. Typically, when the mark is 
weak versus the dollar, the other western European countries 
benefit. Therefore, our strategy in Europe was to hold bond 
positions in peripheral European countries, while maintaining short 
positions in mark-related currencies. That strategy was doubly 
effective because we not only realized the "carry" - the yield 
difference between our bond holdings and our short currency 
positions - but also benefited from a strong outperformance by the 
European bond markets. Yields fell throughout Europe as countries 
prepared to meet the strict economic criteria for monetary union.

Q. Looking forward, Mark, what is your outlook for the global 
markets in the coming year?

A.  I'm optimistic about the coming year forseveral reasons. First, 
the emerging nations are likely to continue their progress toward 
economic reform. While it's unreasonable to expect a repeat of this 
year's remarkable returns from the Brady markets, the emerging 
markets should still present good investment opportunities. Second, 
some global markets - Germany is a good example - still have 
relatively steep yield curves, so they may have room for further 
appreciation in those markets. Finally, - and perhaps most 
fundamentally - inflation is still in decline around the world. That 
is certainly a favorable development for global bond investors. 

Naturally, past trends do not guarantee future performance. And of 
course, investing in global markets and high-yield markets may 
involve currency and political risk. But foreign bonds continue to 
represent unique vehicles for fixed-income investors. In the coming 
year, EV Classic Strategic Income Fund will continue to pursue those 
opportunities.



Comparison of Change in Value of a $10,000 Investment in EV Marathon 
Strategic Income Fund, the J.P. Morgan Hedged Short-Term Global Index and 
the Lipper Short World Multi-Market Income Funds average

From November 30, 1990, through October 31, 1996

AVERAGE                 1        Life of           Value of
ANNUAL RETURNS        Year         Fund*     Investment at 10/31
- ----------------------------------------------------------
Including CDSC       14.1%        12.0%            $13,212

Without CDSC         15.1%        12.0%            $13,212

EV Classic Strategic Income Fund vs. Lipper Short World Multi-Market
Income Funds average and J.P. Morgan Hedged Short-Term Global Index

     Date      Fund     Lipper JP Morgan
   5/31/94  $10,000    $10,000   $10,000
   6/30/94   $9,631     $9,928   $10,002
   7/31/94   $9,697     $9,961   $10,073
   8/31/94   $9,859    $10,001   $10,073
   9/30/94   $9,859    $10,032   $10,073
  10/31/94   $9,879    $10,063   $10,112
  11/30/94   $9,980    $10,080   $10,123
  12/31/94   $9,980     $9,809   $10,134
   1/31/95   $9,859     $9,745   $10,258
   2/28/95   $9,838     $9,786   $10,380
   3/31/95   $9,808     $9,766   $10,462
   4/30/95  $10,406     $9,930   $10,562
   5/31/95  $10,923    $10,063   $10,746
   6/30/95  $10,821    $10,089   $10,785
   7/31/95  $10,923    $10,180   $10,863
   8/31/95  $11,166    $10,225   $10,950
   9/30/95  $11,399    $10,324   $11,027
  10/31/95  $11,480    $10,391   $11,121
  11/30/95  $11,632    $10,461   $11,242
  12/31/95  $11,765    $10,564   $11,338
   1/31/96  $12,039    $10,691   $11,450
   2/28/96  $11,818    $10,638   $11,415
   3/31/96  $11,903    $10,680   $11,435
   4/30/96  $12,160    $10,776   $11,507
   5/31/96  $12,227    $10,830   $11,546
   6/30/96  $12,418    $10,916   $11,608
   7/31/96  $12,429    $11,004   $11,669
   8/31/96  $12,634    $11,092   $11,747
   9/30/96  $13,028    $11,247   $11,874
  10/31/96  $13,212    $11,360   $11,999

Footnote reads:
Past performance is not indicative 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. Source: Towers Data Systems, 
Bethesda, MD Lipper Analytical Services, Inc. **Investment operations 
commenced 11/26/90. +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. It is not possible to invest 
directly in the index.

Fund performance

In accordance with guidelines issued by the Securities and Exchange 
Commission, we are including a performance chart comparing your 
Fund's total return with that of a broad-based investment index. The 
lines on the chart represent the total returns of $10,000 
hypothetical investments in EV Classic Strategic Income Fund and the 
unmanaged J.P. Morgan Hedged Short-Term Global Index. 

The total return figures

The heavy solid line on the chart represents the Fund's performance 
at net asset value. The Fund's total return figure reflects Fund 
expenses and transaction costs, and assumes the reinvestment of 
income dividends and capital gain distributions. 

The light solid line represents the performance of the J.P. Morgan 
Hedged Short-Term Global Index. The Index's 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 in the Index itself. The dotted 
line represents the average performance of Short World Multi-Market 
Income Funds, as compiled by Lipper Analytical Services, Inc., a 
mutual fund ranking service, and is included to show how the Fund 
has performed relative to its universe.



EV Classic Strategic Income Fund
Financial Statements

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Statement of Assets and Liabilities
October 31, 1996

<S>                                                              <C>             <C>
Assets:
Investment in Strategic Income Portfolio (Portfolio), 
at value (Note 1A)                                                                $   1,681,181 
Receivable from the Administrator (Note 4)                                               36,776 
Deferred organization expenses (Note 1D)                                                 19,611 
                                                                                  -------------
Total assets                                                                      $   1,737,568 
Liabilities:
Dividends payable                                                 $       3,441 
Accrued organization expense                                             39,263 
Accrued expenses                                                          1,601 
                                                                  -------------
Total liabilities                                                                        44,305 
                                                                                  -------------
Net Assets for 140,099 shares of beneficial 
interest outstanding                                                              $   1,693,263 
                                                                                  =============
Sources of Net Assets:
Paid-in capital                                                                   $   1,594,400 
Accumulated net realized gain on investment transactions
(computed on the basis of identified cost)                                               11,596 
Unrealized appreciation of investments from Portfolio
(computed on the basis of identified cost)                                               73,778 
Accumulated undistributed net investment income                                          13,489
                                                                                   -------------
Total                                                                              $   1,693,263 
                                                                                   =============
Net Asset Value, Offering and Redemption Price Per Share
($1,693,263 (divided by) 140,099 shares of beneficial interest)                           $12.09 
                                                                                          ======

The accompanying notes are an integral part of the financial statements

</TABLE>



<TABLE>
<CAPTION>

Statement of Operations
For the Year Ended October 31, 1996

<S>                                                         <C>                <C>
Investment Income (Note 1B):
Interest income allocated from Portfolio                                        $      92,313 
Expenses allocated from Portfolio                                                      (8,519)
                                                                                -------------
Total investment income                                                         $      83,794 
Expenses --
Custodian fees                                               $      2,491 
Distribution costs (Note 5)                                         9,441 
Transfer and dividend disbursing agent fees                           935 
Printing and postage                                               22,294 
Legal and accounting services                                      12,937 
Registration fees                                                  16,538  
Amortization of organization expenses (Note 1D)                     8,886 
Miscellaneous                                                       2,944 
                                                             ------------
Total expenses                                               $     76,466 
Deduct allocation of expenses to the Administrator 
(Note 4)                                                          (61,756) 
                                                             ------------
Net expenses                                                                            14,710 
                                                                                 -------------
Net investment income                                                            $      69,084 
                                                                                -------------
Realized and Unrealized Gain (Loss) on Investments:
Net realized gain (loss) from Portfolio (identified 
cost basis) (including net loss due to foreign currency 
rate fluctuations of $8,601) -- 
Investment transactions                                      $     18,095 
Financial futures contracts                                         1,230 
Written option transactions                                           258 
Foreign currency and forward foreign 
currency exchange contracts                                        14,556 
                                                             ------------
Net realized gain on investments                                                $      34,139 
Change in unrealized appreciation of investments                                       72,758 
                                                                                -------------
Net realized and unrealized gain on investments                                 $     106,897 
                                                                                -------------
Net increase in net assets from operations                                      $     175,981 
                                                                                =============

The accompanying notes are an integral part of the financial statements

</TABLE>



<TABLE>
<CAPTION>

Statements of Changes in Net Assets
                                                              Year Ended October 31,
                                                      ------------------------------------
                                                           1996                    1995
                                                      -------------          -------------
<S>                                                  <C>                    <C>
Increase (Decrease) in Net Assets:
From operations --
Net investment income                                 $      69,084          $       1,031 
Net realized gain (loss) on investments                      34,139                   (441)
Change in unrealized appreciation of investments             72,758                  1,001 
                                                      -------------          -------------
Net increase in net assets from operations            $     175,981          $       1,591 
                                                      -------------          -------------
Distributions to shareholders (Note 2) --
From net investment income                            $     (69,084)         $          --
In excess of net investment income                           (9,026)                    --
                                                      -------------          -------------
Total distributions                                   $     (78,110)         $          --
                                                      -------------          -------------
Transactions in shares of capital stock (Note 3) --
Proceeds from sale of shares                          $   1,623,722          $          --
Net asset value of shares issued to shareholders
in payment of distributions declared                         65,510                     --
Cost of shares redeemed                                    (105,245)                   (62) 
                                                      -------------          -------------
Increase (decrease) in net assets 
from Fund share transactions                          $   1,583,987          $         (62) 
                                                      -------------          -------------
Net increase in net assets                            $   1,681,858          $       1,529 
Net Assets:
At beginning of year                                         11,405                  9,876 
                                                      -------------          -------------
At end of year (including accumulated 
undistributed net investment income of $13,489 
and $590, respectively)                               $   1,693,263          $      11,405 
                                                      =============          =============

The accompanying notes are an integral part of the financial statements

</TABLE>



<TABLE>
<CAPTION>

Financial Highlights
                                                                         Year Ended October 31,
                                                         --------------------------------------------------
                                                               1996              1995++           1994*++
                                                         --------------      ------------      ------------
<S>                                                        <C>                <C>               <C>
Net asset value -- Beginning of year                        $ 11.330           $  9.750          $ 10.000
                                                            --------           --------          --------
Income from operations:
Net investment income **                                    $  0.804           $  1.021          $  0.348
Net realized and unrealized gain 
(loss) on investments                                          0.865              0.559            (0.495) 
                                                            --------           --------          --------
Total income (loss) from operations                         $  1.669           $  1.580          $ (0.147) 
                                                            --------           --------          --------
Less distributions:
From net investment income                                  $ (0.804)          $     --          $ (0.103)
In excess of net investment income                            (0.105)                --                --
                                                            --------           --------          --------
Total distributions                                         $ (0.909)          $     --          $ (0.103) 
                                                            --------           --------          --------
Net asset value -- End of year                              $ 12.090           $ 11.330          $  9.750
                                                            ========           ========          ========
Total Return (2)                                               15.09%             16.21%            (1.41%)

Ratios/Supplemental Data **
Ratio of net expenses to average net assets (1)                2.38%               0.90%             0.76%+
Ratio of net investment income to average net assets           7.08%               9.84%             7.74%+
Net assets, end of period (000's omitted)                  $  1,693            $     11          $     10

** The operating expenses of the Fund reflect an allocation of expenses to the Administrator.  Had such 
   action not been taken, net investment income (loss) per share and the ratios would have been as follows:

Net investment income (loss) per share                      $  0.085           $(13.000)         $ (6.900) 
                                                            ========           ========          ========
Ratios (As a percentage of average net assets):
Expenses (1)                                                    8.71%            131.85%           160.83%+
Net investment income (loss)                                    0.75%           (121.12%)         (152.33%)+

  +  Computed on an annualized basis

 ++  Per share amounts have been computed using average share outstanding during the period.

  *  For the period from the start of business, May 25, 1994, to October 31, 1994.

 (1) Includes the Fund's share of Strategic Income 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 period reported.  Dividends and distributions, 
     if any, are assumed to be reinvested at the net asset value on the payable date. Total return is not 
     computed on an annualized basis.

The accompanying notes are an integral part of the financial statements

</TABLE>



NOTES TO FINANCIAL STATEMENTS

(1) Significant Accounting Policies

EV Classic Strategic Income Fund (the Fund), is a non-diversified 
series of Eaton Vance Mutual Funds Trust (the Trust). The Fund is 
registered under the Investment Company Act of 1940, as amended, as 
an open-end management investment company. The Fund invests all of 
its investable assets in interests in the Strategic Income 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 (1.3% at October 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 Valuation -- Valuation 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 determined in accordance 
with generally accepted accounting principles.

C. 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. Accordingly no provision for Federal income or excise 
tax is necessary.

D. Deferred Organization Expenses -- Costs incurred by the Fund in 
connection with its organization, including registration costs, are 
being amortized on the straight-line basis over five years beginning 
on the date the Fund commenced operations.

E. Use of Estimates -- The preparation of 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 income and expenses 
during the reporting period. Actual results could differ from those 
estimates.

F. Expense Reduction -- Investors Bank & Trust Company (IBT) serves 
as custodian to the Fund and the Portfolio. Pursuant to the 
custodian agreement, IBT receives a fee reduced by credits which is 
determined based on the average cash balance the Fund or the 
Portfolio maintains with IBT. All significant credit balances used 
to reduce the Fund's custodian fees are reflected as a reduction of 
operating expenses on the Statement of Operations.



(2) Distributions to Shareholders

The net income of the Fund is determined daily and substantially all 
of the net income so determined is declared as a dividend to 
shareholders of record at the time of declaration. Distributions, if 
any, are paid monthly. Distributions of allocated realized capital 
gains, if any, are made at least annually. Shareholders may reinvest 
capital gain distributions in additional shares of the Fund at the 
net asset value as of the ex-dividend date. Distributions are paid 
in the form of additional shares or, at the election of the 
shareholder, in cash. The Fund distinguishes between distributions 
on a tax basis and a financial reporting basis. Generally accepted 
accounting principles require that only distributions in excess of 
tax basis earnings and profits be reported in the financial 
statements as a return of capital. 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. During the year 
ended October 31, 1996, reclassifications were made among the Fund's 
capital accounts primarily due to differences in book and tax 
accounting for investments in forward contracts and foreign 
denominated investments. Net investment income, net realized gains 
and net assets were not affected by this reclassification.

(3) Capital Stock

At October 31, 1996 there were one billion shares of $0.0001 par 
value capital stock authorized. Transactions in capital stock were 
as follows:

                                    Year Ended October 31,
                                ----------------------------
                                   1996               1995
                                -----------       ----------
Sales                               142,327               --
Issued to shareholders 
electing to receive 
payments of 
distributions in 
capital stock                         5,582               --
Redemptions                          (8,817)              (6) 
                               ------------       ----------
Net increase (decrease)             139,092               (6) 
                               ============       ==========

(4) Transactions with Affiliates

Eaton Vance Management (EVM) serves as the administrator of the 
Fund, but currently receives no compensation for these services. The 
Portfolio has engaged Boston Management and Research (BMR), a 
subsidiary of EVM, to render investment advisory services. See Note 
2 of the Portfolio's Notes to Financial Statements which are 
included elsewhere in this report. To enhance the net income of the 
Fund, $61,756, of expenses related to the operation of the Fund were 
allocated to EVM. Certain of the officers and Trustees of the Fund 
and Portfolio are officers and directors/trustees of the above 
organizations (Note 5). 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 earned by BMR. 



(5) 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, which is 
approved annually, requires the Fund to pay the Principal 
Underwriter, Eaton Vance Distributors, Inc. (EVD), amounts equal to 
1/365 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. The 
Fund paid or accrued $7,225, to EVD for the year ended October 31, 
1996. At October 31, 1996, the amount of Uncovered Distributions 
Charges of EVD calculated under the Plan was approximately $90,000.

In addition, the Plan permits the Fund to make monthly payments of 
service fees to the Principal Underwriter in amounts not expected to 
exceed 0.25% of the Fund's average daily net assets for any fiscal 
year. The Trustees of the Trust have initially implemented the Plan 
by authorizing the Fund to make monthly service fee payments to the 
Principal Underwriter in amounts not expected to exceed 0.25% of the 
Fund's average daily net assets for any fiscal year. The Fund paid 
or accrued service fees to or payable to EVD for the year ended 
October 31, 1996, in the amount of $2,216. EVD makes monthly service 
fee payments to Authorized Firms in amounts anticipated to be 
equivalent to 0.25%, annualized, of the assets maintained in the 
Fund by their customers. 

On sales of shares made on January 30, 1995 and thereafter, EVD pays 
to an Authorized Firm a service fee at the time of sale equal to 
0.25% of the purchase price of the shares sold by such Firm and 
monthly payments of service fees in amounts not expected to exceed 
0.25% per annum of the Fund's average daily net assets based on the 
value of Fund shares sold by such Firm and remaining outstanding for 
at least one year. During the first year after a purchase of Fund 
shares, EVD will retain the service fee as reimbursement for the 
service fee payment made to the Authorized Firm at the time of sale. 
Service fee payments are made for personal services and/or 
maintenance of shareholder accounts. Service fees paid to EVD and 
Authorized Firms are separate and distinct from the sales 
commissions and distribution fees payable by the Fund to EVD, and as 
such are not subject to automatic discontinuance when there are no 
outstanding Uncovered Distribution Charges of EVD.

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



(6) Contingent Deferred Sales Charge

For shares purchased on or after January 30, 1995, a contingent 
deferred sales charge (CDSC) of 1% is imposed on any redemption of 
Fund shares made within one year of purchase. Generally the CDSC is 
based upon the lower of the net asset value at date of redemption or 
date of purchase. No charge is levied on shares acquired by 
reinvestment of dividend or capital gain distributions. No CDSC is 
levied on shares which have been sold to EVD or its affiliates or to 
their respective employees or clients. CDSC charges are paid to EVD 
to reduce the amount of Uncovered Distribution Charges calculated 
under the Fund's Distribution Plan. CDSC charges received when no 
Uncovered Distribution Charges exist will be credited to the Fund. 
For the year ended October 31, 1996, no CDSC was received by EVD 
from shareholders.

(7) Investment Transactions

Increases and decreases in the Fund's investment in the Portfolio 
for the year ended October 31, 1996 aggregated $1,639,512 and 
$160,174, respectively.



Report of Independent Accountants

To the Board of Trustees of Eaton Vance Mutual Funds Trust and 
Shareholders of EV Classic Strategic Income Fund:

We have audited the accompanying statement of assets and liabilities 
of EV Classic Strategic Income Fund, a series of Eaton Vance Mutual 
Funds Trust, as of October 31, 1996, the related statement of 
operations for the year then ended, the statements of changes in net 
assets for each of the two years then ended and the financial 
highlights for each of the two years then ended and for the period 
from May 25, 1994 (start of business) to October 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 
October 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 Strategic Income Fund, a series of 
Eaton Vance Mutual Funds Trust, as of October 31, 1996, the results 
of its operations for the year then ended, the changes in its net 
assets for each of the two years then ended and the financial 
highlights for each of the two years then ended and for the period 
from May 25, 1994 (start of business) to October 31, 1994, in 
conformity with generally accepted accounting principles.

                                      COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 2, 1996



Strategic Income Portfolio
Portfolio of Investments
October 31, 1996

<TABLE>
<CAPTION>

<S>                                                           <C>                  <C>
                                                               Principal            U.S. $ Value
- ------------------------------------------------------------------------------------------------
Bonds & Notes -- 90.8%
- ------------------------------------------------------------------------------------------------
ARGENTINA, 4.2%                                             U.S. Dollars
Argentina Discount Bond (Brady), 6.4375%, 3/31/23
(identified cost $5,119,445)                                   7,700,000         $     5,563,250 
                                                                                 ---------------

AUSTRALIA, 0.6%                                       Australian Dollars
State Electricity - Victoria, 9.25%, 9/18/03
(identified cost $733,564)                                     1,000,000         $       851,231 
                                                                                 ---------------

BRAZIL, 7.3%                                                U.S. Dollars
Brazil Discount Bond (Brady), 6.5%, 4/15/24
(identified cost $7,844,804)                                  13,200,000         $     9,718,500 
                                                                                 ---------------

COLOMBIA, 2.7%                                              U.S. Dollars
FEN, 9.375%, 6/15/06
(identified cost $3,552,500)                                   3,500,000         $    3,609,375 
                                                                                 ---------------

CZECH REPUBLIC, 4.6%                                       Czech Korunas
CEZ (Czech Electric Company), 14.375%, 1/27/01
(identified cost $6,022,084)                                 159,710,000         $     6,137,439 
                                                                                 ---------------

DENMARK, 1.4%                                               Danish Krone
Denmark Government, 8%, 3/15/06
(identified cost $1,869,421)                                  10,000,000         $     1,849,713 
                                                                                 ---------------

ECUADOR 1.4%                                                U.S. Dollars
Ecuador Discount Bond (Brady), 6.50%, 2/28/25
(identified cost $1,625,211)                                   2,900,000         $     1,901,313 
                                                                                 ---------------

IRELAND, 10.3%                                               Irish Pound
Irish Government, 8%, 8/18/06                                  3,000,000         $     5,243,751
Irish Government, 9.25%, 7/11/03                               4,500,000               8,411,749
                                                                                 ---------------
Total Ireland (identified cost $12,681,571)                                      $    13,655,500 
                                                                                 ---------------

NEW ZEALAND, 4.2%                                    New Zealand Dollars
New Zealand Government, 6.5%, 2/15/00                          4,000,000         $     2,769,047
New Zealand Government, 8%, 11/15/06                           3,800,000               2,819,933
                                                                                 ---------------
Total New Zealand (identified cost $5,317,623)                                   $     5,588,980 
                                                                                 ---------------

NORWAY, 5.3%                                            Norwegian Krones
Norway Government, 6.75%, 1/15/07                             20,000,000         $     3,121,289
Norway Government, 7.0%, 5/31/01                              24,000,000               3,914,686
                                                                                 ---------------
Total Norway (identified cost $6,814,190)                                        $     7,035,975 
                                                                                 ---------------

POLAND, 6.4%                                                Polish Zloty
Polish Government T-Bill, 0%, 11/6/96                          4,640,000         $     1,645,932
Polish Government T-Bill, 0%, 12/18/96                         3,670,000               1,274,691
Polish Government T-Bill, 0%, 1/1/97                           5,860,000               2,021,571
Polish Government T-Bill, 0%, 1/29/97                         10,420,000               3,545,081
                                                                                 ---------------
Total Poland (identified cost $8,560,401)                                        $     8,487,275 
                                                                                 ---------------

UNITED STATES, 42.2%                                        U.S. Dollars
Corporate Bonds & Notes, 5.4%
Agricultural Minerals & Chemicals, 
Sr. Notes, 10.75%, 9/30/03                                     1,000,000         $     1,065,000
Applied Extrusion, Sr. Notes, 11.5%, 4/1/02                    1,000,000               1,045,000
Dayton Hudson Medium Term Note, 9.5%, 6/10/15                    665,000                 767,769
Dayton Hudson Medium Term Note, 9.52%, 6/10/15                   350,000                 404,583
Overhead Door Corp., Sr. Notes, 12.25%, 2/1/00                   500,000                 540,000
TRW Inc., Medium Term Note, 9.35%, 6/4/20                      1,900,000               2,288,417
United International Holdings Inc., 
Sr. Sec. Disc. Notes, 0%, 11/15/99                             1,500,000               1,035,000
                                                                                 ---------------
Total United States Corporate Bonds & Notes
(identified cost $6,740,638)                                                     $     7,145,769 
                                                                                 ---------------

Mortgage Pass-Throughs, 34.9%                               U.S. Dollars
Federal Home Loan Mortgage Corp. 
Participation Certificates:
4.75%, with various maturities to 2003                            40,582         $        39,776
5.5%, with maturity at 2019                                       22,409                  22,429
8%, with various maturities to 2021                            4,438,216               4,591,223
8.5%, with various maturities to 2024                          5,428,489               5,711,766
9%, with maturity at 2019                                        996,142               1,061,484
12.5%, with maturity at 2011                                     126,267                 143,651
12.75%, with maturity at 2013                                    201,306                 229,027
13%, with maturity at 2013                                       146,828                 171,027
13.5%, with maturity at 2019                                     552,700                 649,918
                                                                                 ---------------
                                                                                 $    12,620,301 
                                                                                 ---------------

Federal National Mortgage Association
Mortgage-Backed Securities:
4.75%, with maturity at 1999                                      65,853         $        65,200
5%, with maturity at 2003                                        156,521                 153,070
5.5%, with various maturities to 2012                            133,861                 133,327
7.5%, with maturity at 2002                                      939,228                 958,609
8%, with various maturities to 2013                            4,029,758               4,177,277
8.5%, with various maturities to 2026                          3,637,468               3,823,635
9%, with various maturities to 2017                            8,292,458               8,814,032
12.75%, with maturity at 2014                                    197,178                 230,626
13%, with various maturities to 2015                           1,408,664               1,643,333
13.25%, with maturity at 2014                                    303,799                 360,103
13.5%, with various maturities to 2015                         1,235,267               1,438,421
14.75%, with various maturities to 2012                        2,942,240               3,555,441
                                                                                 ---------------
                                                                                 $    25,353,074 
                                                                                 ---------------

Government National Mortgage Association:                   U.S. Dollars
6.5%, with various maturities to 2007                          1,292,604         $     1,298,318
8%, with maturity at 2017                                      4,781,543               4,978,231
9%, with maturity at 2016                                      1,240,467               1,323,852
13.5%, with various maturities to 2014                           562,280                 673,444
                                                                                 ---------------
                                                                                 $     8,273,845 
                                                                                 ---------------
Total Mortgage Pass-Throughs (identified cost, $45,801,731)                      $    46,247,220 
                                                                                 ---------------
U.S. Treasury Bond, 11.75%, 2/15/01+                        U.S. Dollars
(identified cost, $2,603,438)                                  2,000,000         $     2,422,180
                                                                                 ---------------
Total United States (identified cost, $55,145,807)                               $    55,815,169 
                                                                                 ---------------
Total Bonds & Notes (identified cost, $115,286,631)                              $   120,213,720
                                                                                 ---------------
- ------------------------------------------------------------------------------------------------
Short-Term Obligations -- 3.8%
- ------------------------------------------------------------------------------------------------
Banque National De Paris, Euro Time-Deposit                 U.S. Dollars
Cayman Islands, 5.50%, 11/1/96
(at amortized cost)                                            5,000,000         $     5,000,000
                                                                                 ---------------

Total Investments (identified cost, $120,286,631)                                $   125,213,720

Other Assets, less Liabilities, 5.4%                                                   7,193,079
                                                                                 ---------------

Net Assets, 100%                                                                 $   132,406,799
                                                                                 ===============

+Security pledged as collateral on financial futures contracts.

The accompanying notes are an integral part of the financial statements

</TABLE>



Financial Statements

<TABLE>
<CAPTION>
Statement of Assets and Liabilities
October 31, 1996

<S>                                                                    <C>
Assets:
Investments, at value (Note 1A) (identified 
cost, $120,286,631)                                                     $ 125,213,720 
Cash                                                                              659 
Foreign currency, at value (identified cost, $7,952)                            7,744 
Receivable for investments sold                                             1,896,365 
Interest receivable                                                         2,359,131 
Deferred organization expenses (Note 1J)                                       10,963 
Receivable for foreign 
forward currency exchange contracts                                         2,971,260 
                                                                        -------------
Total assets                                                            $ 132,459,842 
Liabilities:
Payable for daily variation margin on open
financial futures contracts (Note 1E)                  $      29,359 
Payable to affiliate --
Trustees' fees                                                   681 
Accrued expenses                                              23,003 
                                                       -------------
Total liabilities                                                              53,043 
                                                                        -------------
Net Assets applicable to investors' 
interest in Portfolio                                                   $ 132,406,799 
                                                                        =============
Sources of Net Assets:
Net proceeds from capital contributions 
and withdrawals                                                         $ 124,488,477 
Unrealized appreciation of investments, futures, 
options and foreign currency (computed on the 
basis of identified cost)                                                   7,918,322 
                                                                        -------------
Total                                                                   $ 132,406,799 
                                                                        =============

</TABLE>



<TABLE>
<CAPTION>

Statement of Operations
For the Year Ended October 31, 1996

<S>                                                                     <C>
Investment Income:
Interest Income --                                                       $  13,181,562 
Expenses --
Investment adviser fee (Note 2)                       $     744,744
Administration fee (Note 2)                                 208,657 
Compensation of  Trustees not members of the
Investment Adviser's organization (Note 2)                    8,663 
Custodian fees                                              138,046 
Legal and accounting services                                87,414
Amortization of organization expenses (Note 1J)               4,721 
Miscellaneous                                                 7,025 
                                                      -------------
Total expenses                                                               1,199,270 
                                                                         -------------
Net investment income                                                    $  11,982,292 
                                                                         -------------
Realized and Unrealized Gain (Loss) on Investments, 
Futures, Options and Foreign Currency:
Net realized gain (loss) (identified cost basis) 
(including net loss due to foreign currency rate 
fluctuations of $775,003) --
Investment transactions                               $   9,066,256 
Financial futures contracts                                (115,205)
Written options                                              23,385 
Foreign currency and forward foreign
currency exchange contracts                                 598,763 
                                                      -------------
Net realized gain on investments, 
futures, options and foreign currency                                    $   9,573,199 
Change in unrealized appreciation (depreciation) --
Investments                                           $  (2,027,026)
Financial futures contracts                                 426,241 
Foreign currency and forward foreign
currency exchange contracts                               5,421,373 
                                                      -------------
Net change in unrealized appreciation 
of investments, futures, options and 
foreign currency                                                         $   3,820,588 
                                                                         -------------
Net realized and unrealized gain on investments,
futures, options and foreign currency                                       13,393,787 
                                                                         -------------
Net increase in net assets resulting from operations                     $  25,376,079
                                                                         =============

The accompanying notes are an integral part of the financial statements

</TABLE>



<TABLE>
<CAPTION>

Statements of Changes in Net Assets
                                                                     Year Ended October 31,
                                                             ---------------------------------
                                                                  1996                1995
                                                             -------------       -------------
<S>                                                         <C>                 <C>
Increase (Decrease) in Net Assets:
From operations --
Net investment income                                        $  11,982,292       $  16,533,049 
Net realized gain (loss) on investments, futures, 
options and foreign currency                                     9,573,199         (11,886,837)
Change in unrealized appreciation 
of investments, futures, options and foreign currency            3,820,588          15,637,070 
                                                             -------------       -------------
Net increase in net assets resulting from operations         $  25,376,079       $  20,283,282 
                                                             -------------       -------------
Capital transactions --
Contributions                                                $  10,557,996       $   7,892,611 
Withdrawals                                                    (56,110,565)       (112,061,370) 
                                                             -------------       -------------
Net decrease in net assets resulting 
from capital transactions                                    $ (45,552,569)      $(104,168,759) 
                                                             -------------       -------------
Total decrease in net assets                                 $ (20,176,490)      $ (83,885,477)
Net Assets:
At beginning of year                                           152,583,289         236,468,766
                                                             -------------       -------------
At end of year                                               $ 132,406,799       $ 152,583,289
                                                             =============       =============

<CAPTION>
- ----------------------------------------------------------------------------------------------
Supplementary Data
                                                               Year Ended October 31,
                                                    ------------------------------------------
                                                       1996            1995            1994*
                                                    ----------      -----------     ----------
<S>                                                  <C>              <C>            <C>
Ratios (as a percentage of average net assets):
Expenses                                              0.86%            0.84%          0.82%+
Net investment income                                 8.62%            9.08%          8.41%+
Portfolio Turnover                                      97%              78%            71%

+Computed on an annualized basis.

*For the period from the start of business, March 1, 1994, to October 31, 1994.

The accompanying notes are an integral part of the financial statements

</TABLE>



NOTES TO FINANCIAL STATEMENTS

(1) Significant Accounting Policies

Strategic Income Portfolio (the "Portfolio") is registered under the 
Investment Company Act of 1940 as a non-diversified open-end 
investment company.  The Portfolio, which was organized as a trust 
under the laws of the State of New York in 1992, seeks to provide a 
high level of income by investing in a global portfolio consisting 
primarily of high grade debt securities. 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. Investment Valuations - Debt securities (other than mortgage-
backed, "pass-through," securities and short-term obligations 
maturing in sixty days or less), including listed securities and 
securities for which price quotations are available and forward 
contracts, will normally be valued on the basis of market valuations 
furnished by pricing services. Mortgage backed, "pass through," 
securities are valued using a matrix pricing system which takes into 
account yield differentials, anticipated prepayments and interest 
rates. Financial futures contracts listed on commodity exchanges and 
exchange-traded options are valued at closing settlement price. 
Short-term obligations and money-market securities maturing in sixty 
days or less are valued at amortized cost which approximates value. 
Non-U.S. dollar denominated short-term obligations are valued at 
amortized cost as calculated in the base currency and translated 
into U.S. dollars at the current exchange rate. Investments for 
which market quotations are unavailable are valued at fair value 
using methods determined in good faith by or at the direction of the 
Trustees.

B. Income - Interest income is determined on the basis of interest 
accrued and discount earned, adjusted for amortization of discount 
when required for federal income tax purposes.

C. Gains and Losses From Investment Transactions - Realized gains 
and losses from investment transactions are recorded on the basis of 
identified cost. For book purposes, gains and losses are not recognized 
until disposition. For federal tax purposes, the Fund is subject to 
special tax rules that may affect the amount, timing, and character of 
gains recognized on certain of the Portfolio's investments. The Portfolio 
has elected, under Section 1092 of the Internal Revenue Code (the "Code"), 
to utilize mixed straddle accounting for certain designated classes of 
activities involving domestic options and domestic financial futures 
contracts in determining recognized gains and losses. Under this 
method, Section 1256 positions (financial futures contracts and 
options on investments or financial futures contracts) and non-
Section 1256 positions (bonds, etc.) are marked-to-market on a daily 
basis resulting in the recognition of taxable gains and losses on a 
daily basis. Such gains or losses are categorized as short-term or 
long-term based on aggregation rules provided in the Code.

D. 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 investor's distributive share of the Portfolio's net 
investment income, net realized capital gains, and any other items 
of income, gain, loss, deduction or credit.

E. Financial Futures Contracts - Upon entering into a financial 
futures contract, the Portfolio is required to deposit an amount 
("initial margin"), either in cash or securities, equal to a certain 
percentage of the purchase price indicated in the financial futures 
contract. Subsequent payments are made or received by the Portfolio 
("variation margin") each day, dependent on the daily fluctuations 
in the value of the underlying security, and are recorded for book 
purposes as unrealized gains or losses by the Portfolio. The 
Portfolio's investment in financial futures contracts is designed to 
hedge against anticipated future changes in interest or currency 
exchange rates. Should interest or currency exchange rates move 
unexpectedly, the Portfolio may not achieve the anticipated benefits 
of the financial futures contracts and may realize a loss. If the 
Portfolio enters into a closing transaction, the Portfolio will 
realize, for book purposes, a gain or loss equal to the difference 
between the value of the financial futures contract to sell and 
financial futures contract to buy.

F. Foreign Currency Translation - Investment valuations, other 
assets, and liabilities initially expressed in foreign currencies 
are converted each business day into U.S. dollars based upon current 
exchange rates. Purchases and sales of foreign investment securities 
and income and expenses are converted into U.S. dollars based upon 
currency exchange rates prevailing on the respective dates of such 
transactions. Recognized gains and losses on investment transactions 
attributable to foreign currency rates are recorded for financial 
statement purposes as net realized gains and losses on investments. 
That portion of unrealized gains and losses on investments that 
result from fluctuations in foreign currency exchange rates are not 
separately disclosed.

G. Written Options - The Portfolio may write call or put options for 
which premiums are received and are recorded as liabilities, and are 
subsequently adjusted to the current value of the options written. 
Premiums received from writing options which expire are treated as 
realized gains. Premiums received from writing options which are 
exercised or are closed are offset against the proceeds or amount 
paid on the transaction to determine the realized gain or loss. If a 
put option is exercised, the premium reduces the cost basis of the 
securities purchased by the Portfolio. The Portfolio as a writer of 
an option may have no control over whether the underlying securities 
may be sold (call) or purchased (put) and as a result bears the 
market risk of an unfavorable change in the price of the securities 
underlying the written option.

H. Forward Foreign Currency Exchange Contracts - The Portfolio may 
enter into forward foreign currency exchange contracts for the 
purchase or sale of a specific foreign currency at a fixed price on 
a future date. Risks may arise upon entering these contracts from 
the potential inability of counterparties to meet the terms of their 
contracts and from movements in the value of a foreign currency 
relative to the U.S. dollar. The Portfolio will enter into forward 
contracts for hedging purposes as well as non-hedging purposes. The 
forward foreign currency exchange contracts are adjusted by the 
daily exchange rate of the underlying currency and any gains or 
losses are recorded for financial statement purposes as unrealized 
until such time as the contracts have been closed.

I. Reverse Repurchase Agreements - The Portfolio may enter into 
reverse repurchase agreements. Under such an agreement, the 
Portfolio temporarily transfers possession, but not ownership, of a 
security to a counterparty, in return for cash. At the same time, 
the Portfolio agrees to repurchase the security at an agreed-upon 
price and time in the future. The Portfolio may enter into reverse 
repurchase agreements for temporary purposes, such as to fund 
withdrawals, or for use as hedging instruments where the underlying 
security is denominated in a foreign currency. As a form of 
leverage, reverse repurchase agreements may increase the risk of 
fluctuation in the market value of the Portfolio's assets or in its 
yield. Liabilities to counterparties under reverse repurchase 
agreements are recognized in the statement of assets and liabilities 
at the same time at which cash is received by the Portfolio. The 
securities underlying such agreements continue to be treated as 
owned by the Portfolio and remain in the Portfolio of investments. 
Interest charged on amounts borrowed by the Portfolio under reverse 
repurchase agreements is accrued daily and offset against interest 
income for financial statement purposes.

J. Deferred Organization Expense - Costs incurred by the Portfolio 
in connection with its organization are being amortized on the 
straight-line basis over five years.

K. Expense Reduction - Investors Bank & Trust Company (IBT) serves 
as custodian to the Portfolio. Pursuant to the custodian agreement, 
IBT receives a fee reduced by credit which is determined based on 
the average cash balance the Portfolio maintains with IBT. All 
significant credit balances used to reduce the Portfolio's custodian 
fees are reflected as a reduction of operation expenses on the 
Statement of Operations.

L. Use of Estimates - The preparation of 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 income and expenses 
during the reporting period. Actual results could differ from those 
estimates.

M. Other - Investment transactions are accounted for on a trade date 
basis.

(2) 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 based upon a 
percentage of average daily net assets plus a percentage of gross 
investment income (i.e., income other than gains from the sale of 
investments). Such percentages are reduced as average daily net 
assets exceed certain levels. For the year ended October 31, 1996, 
the fee was equivalent to 0.54% (annualized) of the Portfolio's 
average net assets for such period and amounted to $744,744. An 
administration fee, computed at an effective annual rate of 0.15% of 
average daily net assets was also paid to BMR for administrative 
services and office facilities. Such fee amounted to $208,657 for 
the year ended October 31, 1996.

Except for 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 officers of the Portfolio and Trustees of the Trust are 
officers and directors/trustees of the above organizations. Trustees 
of the Portfolio may elect to defer receipt of all or a portion of 
their annual fees in accordance with the terms of the Trustees 
Deferred Compensation Plan. For the year ended October 31, 1996, no 
significant amounts have been deferred.

(3) Line of Credit

The Portfolio participates with other portfolios and funds managed 
by BMR or EVM in a $120 million unsecured line of credit agreement 
with a bank. Borrowings will be made by the Portfolio solely to 
facilitate the handling of unusual and/or unanticipated short-term 
cash requirements. Interest is charged to each portfolio or fund 
based on its borrowings at the bank's base rate or at an amount 
above either the bank's adjusted certificate of deposit rate, a 
Eurodollar rate, or a federal funds effective rate. In addition, a 
fee computed at an annual rate of 0.15% on the daily unused portion 
of the facility 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.

(4) Investment Transactions

The Portfolio invests primarily in foreign government and U.S. 
Government debt securities. The ability of the issuers of the debt 
securities to meet their obligations may be affected by economic 
developments in a specific industry or country. Purchases and sales 
of investments, other than short-term obligations, for the year 
ended October 31, 1996 were as follows:

Purchases -
Investments (non-U.S. Government)              $ 88,108,189
U.S. Government Securities                       34,398,490
                                               ------------
                                               $122,506,679
                                               ============

Sales - 
Investments (non-U.S. Government)              $146,483,894
U.S. Government Securities                        1,284,688
                                               ------------
                                               $147,768,582
                                               ============

(5) Financial Instruments

The Portfolio regularly trades in financial instruments with off-
balance sheet risk in the normal course of its investing activities 
to assist in managing exposure to various market risks. These 
financial instruments include written options, forward foreign 
currency exchange contracts and financial futures contracts and may 
involve, to a varying degree, elements of risk in excess of the 
amounts recognized for financial statement purposes. The notional or 
contractual amounts of these instruments represent the investment 
the Portfolio has in particular classes of financial instruments and 
does not necessarily represent the amounts potentially subject to 
risk. The measurement of the risks associated with these instruments 
is meaningful only when all related and offsetting transactions are 
considered.

<TABLE>
<CAPTION>

A summary of obligations under these financial instruments at 
October 31, 1996 is as follows:

Forward Foreign Currency Exchange Contracts

Sales
- ------
                                                                  In Exchange For      Net Unrealized
Settlement                                                      (in United States        Appreciation
Date                 Deliver                                              Dollars)      (Depreciation)
- ------------------   --------------------------------------      ----------------      --------------
<S>                 <C>                       <C>               <C>                   <C>
11/25/96             Australian Dollar            4,000,000      $      3,145,400      $      (23,233)
11/5/96-11/29/96     Belgian Franc            1,112,959,031            38,049,468           2,304,779
11/5/96-1/22/97      Swiss Franc                 12,184,273             9,980,904             250,731
11/22/96-12/24/96    Japanese Yen               726,000,000             6,814,064             408,016
12/10/96             New Zealand Dollars            809,921               556,739             (13,202)
                                                                 ----------------      --------------
                                                                 $     58,546,575      $    2,927,091
                                                                 ================      ==============
<CAPTION>
Purchases
- ----------
                                                                  In Exchange For      Net Unrealized
Settlement                                                      (in United States        Appreciation
Date                 Deliver                                              Dollars)      (Depreciation)
- ------------------   --------------------------------------      ----------------      --------------
<S>                 <C>                                               <C>             <C>
11/25/96-11/29/96    Belgian Franc              209,500,272      $      6,812,444      $      (80,640)
1/27/97              Canadian Dollar              3,750,000             2,801,958              10,008
1/31/97              Czech Koruna               169,905,000             6,237,335             (33,434)
11/6/96-12/6/96      Indonesian Rupiah       23,750,000,000            10,049,138              98,232
11/26/96             Indian Rupee                73,260,000             2,000,000              40,555
11/13/96-3/25/97     Philippine Peso            252,505,000             9,500,000              13,497
11/08/96             Thai Baht                   63,700,000             2,500,000              (4,049) 
                                                                 ----------------      --------------
                                                                 $     39,900,875      $       44,169
                                                                 ================      ==============

<CAPTION>
Futures Contracts
                                                                                       Net Unrealized
                                                                                         Appreciation
Expiration Date      Contracts                                        Position          (Depreciation)
- ---------------      ---------                                       ----------        --------------
<S>                 <C>                                               <C>             <C>
12/96                47 U.S. 5 year Treasury Bond Futures              Short           $      (58,345)
12/96                39 U.S. 10 year Treasury Bond Futures             Short                  (43,443)
12/96                28 U.S. 30 year Treasury Bond Futures             Short                 (117,411)
12/96                22 Australian 10 year Bond Futures                 Long                  110,629
12/96                70 Canadian 10 year Bond Futures                   Long                  328,220
12/96                107 French 10 year Bond Futures                   Short                 (420,629)
12/96                97 German 10 year Bond Futures                     Long                  297,127
12/96                4 Japanese 10 year Bond Futures                   Short                 (164,969) 
                                                                                       --------------
                                                                                       $      (68,821) 
                                                                                       ==============

At October 31, 1996, the Portfolio had sufficient cash and/or securities 
to cover margin requirements on open futures contracts.

</TABLE>

Written Option Transactions

Transactions in written options for the period ended 
October 31, 1996 were as follows:

                                       Number
                                   of Contracts    Premiums
                                  -------------  ------------
Outstanding, beginning of year          --              --
Options written                      3,000         $23,385
Options exercised                       --              --
Options expired                     (3,000)       ($23,385)
                                     -----         -------
Outstanding, end of year                --              --
                                     =====         =======

(6) Federal Income Tax Basis of Investments

The cost and unrealized appreciation/depreciation in value of the 
investments owned at October 31, 1996, as computed on a federal 
income tax basis, were as follows:

Aggregate cost                       $ 120,786,543
                                     =============
Gross unrealized appreciation        $   4,520,011
Gross unrealized depreciation               92,834
                                     -------------
Net unrealized appreciation          $   4,427,177
                                     =============



Report of Independent Accountants

To the Trustees and Investors of Strategic
Income Portfolio:

We have audited the accompanying statement of assets and liabilities 
of Strategic Income Portfolio, including the portfolio of 
investments, as of October 31, 1996, the related statement of 
operations for the year then ended and the statements of 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 
March 1, 1994 (start of business) to October 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 October 
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 Strategic Income Portfolio as of October 31, 
1996, the results of its operations for the year then ended, the 
changes in its net assets for each of the two years then ended, and 
the supplementary data for each of the two years then ended and for 
the period from March 1, 1994 (start of business) to October 31, 
1994, in conformity with generally accepted accounting principles.

                                         COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 2, 1996



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Investment Management

EV Classic
Strategic Income Fund
- ---------------------
Officers
M. Dozier Gardner
President, Trustee

James B. Hawkes
Vice President, Trustee

H. Day Brigham, Jr.
Vice President

William H. Ahern, Jr.
Vice President

Michael B. Terry
Vice President

James L. O'Connor
Treasurer

Thomas Otis
Secretary

Independent Trustees

Donald R. Dwight
President, Dwight Partners, Inc.
Chairman, Newspapers of New England, Inc.

Samuel L. Hayes, III
Jacob H. Schiff Professor of 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


Strategic
Income Portfolio
- ----------------
Officers
James B. Hawkes
President, Trustee

Mark S. Venezia
Vice President

James L. O'Connor
Treasurer

Thomas Otis
Secretary

Independent Trustees
Donald R. Dwight
President, Dwight Partners, Inc.
Chairman, Newspapers of New England, Inc.

Samuel L. Hayes, III
Jacob H. Schiff Professor of 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



Investment Adviser of
Strategic Income Portfolio

Boston Management and Research
24 Federal Street
Boston, MA 02110

Administrator of EV Classic
Strategic Income 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 15374

Boston, MA 02205-1537

Transfer and Dividend Disbursing Agent

First Data Investor Services Group, Inc.
BOS725
P.O. Box 1559
Boston, MA 02104

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.

C-SGSRC-12/96

EV Classic Strategic
Income Fund
24 Federal Street
Boston, MA 02110



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