EATON VANCE MUTUAL FUNDS TRUST
N-30D, 1996-06-27
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[LOGO OF DOOR OMITTED]

EV Marathon
Strategic 
Income Fund

Semi-Annual 
Shareholder Report
April 30, 1996 

To Shareholders

EV Marathon Strategic Income Fund had a total return of 8.7% during the 
six months ended April 30, 1996. That return was the result of a rise in 
net asset value per share to $8.89 from $8.50 on October 31, 1995, and 
the reinvestment of $0.34 in income dividends, and does not include the 
effect of contingent deferred sales charges on certain redeeming 
shareholders.

Based on the April dividend and the closing net asset value of $8.89, the 
Fund's distribution rate was 7.68%.

1995 brought a turnaround in 
global bond markets...

Following a tumultuous period in 1994, global bond investors had a good 
deal to cheer about in 1995 as many of the global markets underwent a 
significant turnaround. With the memories of the Mexican peso crisis and 
the unnerving volatility of 1994 behind them, investors enjoyed strong 
performances in emerging markets. Investors realized that the sharp sell-
off of the previous year was unwarranted. In addition, the dollar demon-
strated considerable strength against major currencies such as the German 
mark, which boosted the Fund's investment returns in peripheral European 
markets.

As inflation declines around the 
world, a diversified global bond 
portfolio merits attention...

One of the most important stories of the decade is the progress made in 
fighting inflation around the world. That progress has been very evident 
here in the U.S., and equally impressive abroad. As most investors know, 
inflation typically leads to higher interest rates, which hurts 
outstanding bond issues. In the early 1980s, the U.S. battled inflation 
rates of 15% and saw long-term bond yields surpass 14%. In the U.K. and 
western Europe, high inflation caused economies to falter. And in Latin 
America, Brazil battled annual inflation rates in excess of 1000%! 

Fortunately, sanity has prevailed. With a renewed political resolve, an 
increasingly integrated global economy and a trend toward free-market 
economies, much has been done to beat back the ravages of inflation. 
That, in turn, has made global fixed-income markets increasingly 
attractive for fixed-income investors. While foreign bonds, of course, 
entail a degree of political and currency exposure, more investors are 
seeking to take advantage of their compelling yields. The approach of 
Strategic Income Portfolio is to incorporate these global opportunities 
with U.S. investment-grade bonds and high-yield bonds. While past 
performance is naturally no guarantee of future results, this recent 
period has demonstrated the strength of a globally diversified portfolio. 

In the pages that follow, portfolio manager Mark Venezia reviews the 
market turnaround of the past six months and highlights the changes he 
has made to the Fund during this period.

[PHOTO OF JAMES B. HAWKES OMITTED]

Sincerely,
/S/James B. Hawkes 
James B. Hawkes
President
June 10, 1996

Management Discussion

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

Q. Mark, the Fund fared very well in the 
past six months. To what do you 
attribute its performance?

A.  Many of the trends that worked against the Fund in late 1994 and 
early 1995 were actually reversed as the year wore on. As a result, the 
Fund performed especially well from November through early February of 
this year. The Brady bond markets* in Brazil, Argentina, Ecuador and 
Poland - which had been oversold in the wake of the Mexican peso crisis 
of late 1994 - made a strong recovery as investors sensed that the 
markets represented good value. We saw similar strength in Europe and in 
the Dollar Bloc nations, - Australia, New Zealand, and Canada - which 
were also well-represented in the Fund.

Q. Have you made any significant changes 
to the Portfolio in recent months? 

A. Yes. The Portfolio is considerably more conservative than it was six 
months ago, with the U.S. playing a greater role. I've cut back in some 
countries that have had especially strong bond market rallies, and 
reallocated some of those proceeds into attractively valued U.S. assets, 
such as mortgage-backed securities. In aggregate, the Portfolio has a 
lower duration - a measure of interest rate sensitivity - down to 2.6 
years from 2.9 years in October. With respect to strategic allocations, 
the Portfolio had 41.6% of its investments in dollar-denominated 
investment grade bonds at April 30, up from 24.1% in October; 38.6% of 
the Portfolio's investments were in foreign investment grade bonds, down 
from 42.7% in October; finally, 19.8% of the Portfolio was composed of 
high-yield bonds, down from 33.2% in October. 

Q. In what countries have you cut back 
your commitments?

A. We've significantly reduced our positions in Latin America - including 
both Brady and non-Brady bonds - as the Latin bond markets have risen too 
far, too fast. In addition, we sold some of our holdings in the non-U.S. 
Dollar Bloc countries - Australia and New Zealand - following the 
appreciation in those currencies. Finally, we've reduced our positions in 
Asia. As a result of large current account deficits - a combination of 
trade deficits and shortfalls in interest payments - there is an 
increasing likelihood that these countries may devalue their currencies 
at some point.

[PHOTO OF MARK S. VENEZIA OMITTED]
       Mark S. Venezia

*Named after former U.S. Treasury secretary Nicholas Brady, Brady bonds 
are dollar-denominated bonds that are issued by foreign countries and 
collateralized by U.S. Treasuries.

Q. Latin America has long been a 
prominent part of the Portfolio. What 
prompted you to reduce your stake in 
the region?

A.  The performance of some Latin markets has, frankly, overstated the 
progress made in their economies. Thus, while I am not necessarily 
pessimistic with respect to Latin America, I have grown increasingly 
cautious. For example, Brazil has made significant progress in managing 
inflation and stabilizing its economy. In addition, Brazil has embarked 
on pension reform. However, while the situation has improved, problems 
still exist. Brazil has pursued a high interest rate policy to keep 
inflation down; these high rates have, in turn, attracted a surplus of 
foreign capital. The country has issued a good deal of debt to absorb 
this excess foreign capital and prevent a run-up in the currency. That 
has exacerbated the already high fiscal deficits, which remain 
a problem. 

In Argentina, Finance Minister Cavallo, the architect of Argentina's 
economic reforms, is once again in control of the country's economy. With 
the political in-fighting having abated, political stability has helped 
Argentina regain the confidence of investors. However, it is not yet 
clear that the country is out of its recession. With that uncertainty, we 
have reduced our Argentine exposure.


Portfolio Investments:
Top five weightings
according to...

 ...Regional                Credit Exposure
allocations based          U.S.                         47.5%
on the location            Poland                        9.4
of the issuer of each      Ireland                       8.9
security. This shows       Brazil                        7.7
that the Portfolio's       New Zealand                   7.5
largest holdings
were in the U.S.
and Poland.


 ...The Portfolio's         Currency Allocation
holdings broken            U.S.                         40.3%
down by country            Indonesia                     9.2
of currency                Czech Republic                9.0
denomination.              Ireland                       7.7
This shows where           New Zealand                   6.3
movements in
foreign exchange
rates will have the
greatest impact
on the Fund's
share price.


 ...The contribution        Interest Rate
of a country               Sensitivity*
weighting to the           Ireland                      21.2%
Portfolio's duration.      Germany                      21.1
This shows where           U.S.                         20.4
changing interest          Australia                    18.5
rates will have the        Denmark                      14.8
greatest impact
on share prices.

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



Poland: In The Headlines...
GDP Growth. . . . . . . . . . . . . . . . . 7.0%
Inflation rate. . . . . . . . . . . . . . .21.6%
Exports. . . . . . . . . . . . . . . . . .$22.8B
[GRAPHIC  OF POLISH FLAG OMITTED]
Population. . . . . . . . .38.6M
GDP . . . . . . . . . . . .$114B
Reserves . . . . . . . . . .$15B
Total External Debt. . . . . . . . . . . . .$44B
Per Capita Income. . . . . . . . . . . . .$3,300

*Source: J.P. Morgan, Emerging Market Economic Statistics.
         Data for 1995.

[GRAPHIC MAP OF POLAND AND SURROUNDING COUNTRIES OMITTED]


Q. Is there any country that has performed 
especially well for the Fund?

A. Yes. The Fund has benefited from its large position in Poland in 
recent months. Poland is one of the emerging success stories in central 
Europe, having enjoyed Gross Domestic Product (GDP) growth for four years 
running. Its growth rate tops not only the other countries in the region, 
but those of Latin America and all but a few of the Asian Tigers. To be 
sure, inflation is still higher than desired, but much progress has been 
made. Our largest positions in Poland consisted of Polish Treasury bills, 
which carry yields higher than 20%. The Polish currency is being devalued 
at a scheduled rate, which means that, even with depreciation factored 
in, the dollar investor continues to receive a very attractive net 
return. We also own dollar-denominated, Polish Brady bonds, which 
performed very well. Because Poland is now considered an investment grade 
credit, their significant yield premium still makes Polish securities a 
good value. The Fund also benefited from cross-hedging between the Polish 
zloty and the weak German mark. 

Q. Do the shifting Russian political tides 
pose a threat to the Polish success story?

A.  Yes, this certainly makes Poland vulnerable to events. Still, it is 
unlikely that even a Communist victory would affect the Polish economy or 
its political dynamics in the short run. Simply too many people have 
benefited from capitalism. Furthermore, it's important to remember that 
Poland enjoys the fastest economic growth rate of all the former Warsaw 
Pact nations. Given the country's success to date, it's most unlikely 
that a Communist victory in Russia would result in a significant rollback 
of free-market reforms in Poland.

Strategic Allocation*
[PIE CHART OMITTED AS FOLLOWS:]

High Yield                  19.8%
U.S. Investment Grade       41.6%
Foreign Investment Grade    38.6%

*Based on market value as of 4/30/96

Q. And what about western Europe? 

A.  European interest rates have not risen as much in the past six months 
as U.S. interest rates. In addition, the dollar strengthened from 1.41 
German marks to 1.54 during the period. That was a favorable development 
because the Fund was positioned to benefit from a strong dollar. There 
were substantial indirect benefits from a stronger dollar. The Portfolio 
had positions in Ireland, Denmark, Finland, Greece, and Spain. All of 
those currencies and bond markets perform better than their cross-hedges* 
when the mark is weak. 

Q. What country are you especially 
enthusiastic about in the coming year?

A.  Ireland has enjoyed a very stable currency versus the German mark. 
Ireland has managed to contain inflation, while keeping fiscal deficits 
low. However, because its economy is so closely identified with the U.K., 
Irish bond yields remain around 120 basis points above those of the core 
European countries. When there is weakness in the British pound, the 
Irish punt tends to suffer as well. That makes the Irish currency 
artificially cheap. However, due to its progress in reducing its debt 
levels, Ireland is likely to be among the founding members of the 
European monetary union. Therefore, Ireland represents a major oppor-
tunity as monetary union edges closer to reality.

Q. In closing, Mark, what is your 
market outlook?

A.  Considering the market's strength in the past year, I think 
selectivity will be the key over the short-term. As I indicated earlier, 
Ireland should be a strong beneficiary of European monetary union, while 
Poland is making admirable progress against inflation. And, of course, we 
continue to find excellent opportunities here in the U.S. Over the 
longer-term, the continuing global assault on inflation bodes well for 
bond investors. Given the flexibility of strategic investing, I believe 
the coming year will provide us many more opportunities.


*Cross-hedging involves the purchase of money market instruments in 
higher-yielding currencies and the simultaneous sale of lower-yielding 
currencies.



<TABLE>
                                          EV Marathon Strategic Income Fund
                                               Financial Statements

<CAPTION>

                                          Statement of Assets and Liabilities
                                                 April 30, 1996
                                                   (Unaudited)
Assets:
<S>                                                                                    <C>             <C>
  Investment in Strategic Income Portfolio (Portfolio), at value (Note 1A)                             $136,322,557
  Receivable for Fund shares sold                                                                            16,860
                                                                                                       ------------
    Total assets                                                                                       $136,339,417
Liabilities:
  Dividends payable                                                                     $591,703
  Payable for Fund shares redeemed                                                       388,949
  Payable to affiliate --
    Trustees' fees                                                                           272
  Accrued expenses                                                                       106,772
                                                                                        ---------
    Total liabilities                                                                                     1,087,696
                                                                                                       ------------
Net Assets for 15,216,864 shares of beneficial interest outstanding                                    $135,251,721
                                                                                                       ============

Sources of Net Assets:
  Paid-in capital                                                                                      $146,870,205
  Accumulated net realized loss on investment transactions
    (computed on the basis of identified cost)                                                          (17,059,409)
  Unrealized appreciation of investments from Portfolio
    (computed on the basis of identified cost)                                                            7,138,073
  Distributions in excess of net investment income                                                       (1,697,148)
                                                                                                       ------------
    Total net assets                                                                                   $135,251,721
                                                                                                       ============

Net Asset Value and Redemption Price (Note 7) Per Share
  ($135,251,721 (divided by) 15,216,864 shares of beneficial interest)                                        $8.89
                                                                                                              =====

                      The accompanying notes are an integral part of the financial statements
</TABLE>



<TABLE>
<CAPTION>
                                                      Statement of Operations
                                               For the Six Months Ended April 30, 1996
                                                           (Unaudited)
<S>                                                                                        <C>                <C>
Investment Income (Note 1B):
  Interest income allocated from Portfolio                                                                    $ 6,758,764
  Expenses allocated from Portfolio                                                                              (594,041)
                                                                                                              -----------
    Total investment income                                                                                   $ 6,164,723
  Expenses --
    Compensation of Directors not members of the
     Investment Adviser's organization (Note 5)                                            $    1,578
    Custodian fees (Note 5)                                                                    12,528
    Distribution fees (Note 6)                                                                601,977
    State taxes                                                                               200,000
    Transfer and dividend disbursing agent fees                                                80,105
    Printing and postage                                                                       85,071
    Legal and accounting services                                                               7,577
    Amortization of organization expenses (Note 1D)                                             4,633
    Miscellaneous                                                                              32,451
                                                                                           ----------
      Total expenses                                                                                            1,025,920
                                                                                                              -----------
        Net investment income                                                                                 $ 5,138,803
                                                                                                              -----------
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 $212,469) --
    Investment transactions                                                                $5,420,749
    Financial futures contracts                                                              (820,055)
    Foreign currency and forward foreign currency exchange contract                          (653,221)
                                                                                           ----------
        Net realized gain on investments                                                                      $ 3,947,473
    Change in unrealized appreciation of investments                                                            3,041,358
                                                                                                              -----------
      Net realized and unrealized gain on investments                                                         $ 6,988,831
                                                                                                              -----------
        Net increase in net assets resulting from operations                                                  $12,127,634
                                                                                                              ===========

                            The accompanying notes are an integral part of the financial statements
</TABLE>


<TABLE>
<CAPTION>

                                                Statements of Changes in Net Assets
                                                                                     Six Months Ended
                                                                                      April 30, 1996           Year Ended
                                                                                        (Unaudited)         October 31, 1995
                                                                                     ----------------       ----------------
Increase (Decrease) in Net Assets:
<S>                                                                                     <C>                 <C>
  From operations --
    Net investment income                                                               $  5,138,803         $ 14,128,443
    Net realized gain (loss) on investments                                                3,947,473          (11,886,396)
    Change in unrealized appreciation of investments                                       3,041,358           15,636,069
                                                                                        ------------         ------------
      Net increase in net assets from operations                                        $ 12,127,634         $ 17,878,116
                                                                                        ------------         ------------
  Distributions to shareholders (Note 2 ) --
    From net investment income                                                          $ (5,138,803)        $ (7,936,820)
    In excess of net investment income                                                      (442,489)                  --
    From tax return of capital                                                                    --           (7,061,789)
                                                                                        ------------         ------------
      Total distributions                                                               $ (5,581,292)        $(14,998,609)
                                                                                        ------------         ------------
Transactions in shares of capital stock (Note 3) --
    Proceeds from sale of shares                                                        $  3,388,134         $  4,881,401
    Net asset value of shares issued to shareholders
      in payment of distributions declared                                                 2,931,828            7,134,341
    Cost of shares redeemed                                                              (28,381,201)         (97,267,733)
                                                                                        ------------         ------------
      Decrease in net assets from capital stock transactions                            $(22,061,239)        $(85,251,991)
                                                                                        ------------         ------------
        Net decrease in net assets                                                      $(15,514,897)        $(82,372,484)
Net Assets:
  At beginning of period                                                                 150,766,618          233,139,102
                                                                                        ------------         ------------
  At end of period (including distributions in excess of net
    investment income of $1,697,148 and
    $1,254,659, respectively)                                                           $135,251,721         $150,766,618
                                                                                        ============         ============

                          The accompanying notes are an integral part of the financial statements
</TABLE>



<TABLE>
<CAPTION>
                                                       Financial Highlights

                                          Six Months Ended                        Year Ended October 31,
                                           April 30, 1996    -----------------------------------------------------------------
                                             (Unaudited)        1995         1994++++         1993          1992        1991++
                                              --------       --------       --------       --------       --------    --------
<S>                                           <C>           <C>             <C>            <C>            <C>         <C>
Net asset value -- Beginning of period        $  8.500       $  8.290       $  9.410       $  9.120       $  9.920    $ 10.000
                                              --------       --------       --------       --------       --------    --------
Income from operations:
  Net investment income                       $  0.312       $  0.726       $  0.645       $  0.239       $  0.816      $0.786
  Net realized and unrealized gain
    (loss) on investments                        0.417          0.167         (1.135)         0.683         (0.943)     (0.022)+++
                                              --------       --------       --------       --------       --------    --------
    Total income (loss) from operations       $  0.729       $  0.893       $ (0.490)      $  0.922       $ (0.127)   $  0.764
                                              --------       --------       --------       --------       --------    --------
Less distributions:
  From net investment income                  $ (0.312)      $ (0.361)      $ (0.343)      $ (0.632)      $ (0.673)   $ (0.786)
  In excess of net investment income            (0.027)            --             --             --             --          --
  From tax return of capital                        --         (0.322)        (0.290)            --             --          --
  From paid-in capital                              --             --             --             --             --      (0.058)
                                              --------       --------       --------       --------       --------    --------
    Total distributions                       $ (0.339)      $ (0.683)      $ (0.633)      $ (0.632)      $ (0.673)   $ (0.844)
                                              --------       --------       --------       --------       --------    --------
Net asset value -- End of period              $  8.890       $  8.500       $  8.290       $  9.410       $  9.120    $  9.920
                                              ========       ========       ========       ========       ========    ========
Total Return *                                   8.70%         11.34%         (5.33%)        10.51%         (1.45%)      7.97%
Ratios/Supplemental Data
 (to average daily net assets):
  Expenses (1)                                   2.27%+         2.18%          2.00%          1.99%          1.95%       2.11%+
  Net investment income                          7.21%+         7.85%          7.24%          7.53%          8.20%       8.24%+
Portfolio Turnover **                               --             --            55%            55%            56%         20%
Net assets at the end of period
 (000's omitted)                              $135,252       $150,767       $233,139       $381,227       $533,253     $589,182

   * 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.
  ** Portfolio Turnover represents the rate of portfolio activity for the period while the Fund was making investments directly 
     in securities. The portfolio turnover for the period since the Fund transferred substantially all of its investable assets 
     to the Portfolio is shown in the Portfolio's financial statements which are included elsewhere in this report.
   + Computed on an annualized basis.
  ++ For the period from the start of operations, November 26, 1990, to October 31, 1991.
 +++ The per share amount is not in accord with the net realized and unrealized gain for the period due to the timing of the 
     sales of Fund shares and the amount of per-share realized and unrealized gains and losses at such time.
++++ Per share amounts have been calculated using the monthly average share method which more approximately presents the per 
     share data for the period, since the use of the undistributed method does not accord with the results of operations.
 (1) Includes the Fund's share of Strategic Income Portfolio's allocated expenses for the year ended October 31, 1995 and for 
     the period from March 31, 1994 to October 31, 1994.

                                The accompanying notes are an integral part of the financial statements
</TABLE>


Notes to Financial Statements
(Unaudited)

(1) Significant Accounting Policies

EV Marathon Strategic Income Fund (the Fund) is a non-diversified series 
of Eaton Vance Mutual Funds 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 (99.0% at April 30, 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. At October 31, 
1995, the Fund, for federal income tax purposes, had a capital loss 
carryover of $19,169,700, which will reduce the Fund's taxable income 
arising from future net realized gains on investments, if any, to the 
extent permitted by the Internal Revenue Code, and thus will reduce the 
amount of the distributions to shareholders which would otherwise be 
necessary to relieve the Fund of any liability for federal income or 
excise tax. Such capital loss carryovers will expire on October 31, 1999 
($291,348), October 31, 2000 ($3,750,599), October 31, 2001 
($4,630,516), October 31, 2002 ($5,884,118) and October 31, 2003 
($4,613,119).

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.

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 revenue and expense during the 
reporting period. Actual results could differ from those estimates.

F. Other - Investment transactions are accounted for on the date the 
investments are purchased or sold.

G. Interim Financial Information - The interim financial statements 
relating to April 30, 1996 and for the period then ended have not been 
audited by independent certified public accountants, but in the opinion 
of the Fund's management, reflect all adjustments, consisting only of 
normal recurring adjustments, necessary for the fair presentation of the 
financial statements.

(2) Distributions to Shareholders

The net investment income of the Fund is determined daily and 
substantially all of the net investment income so determined is declared 
daily as a dividend to shareholders of record at the time of 
declaration. Distributions 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 over-distributions for financial statement purposes only 
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.

(3) Capital Stock

At April 30, 1996, there were one billion shares of $0.0001 par value 
capital stock authorized. Transactions in capital stock were as follows:

<TABLE>
<CAPTION>
                                                                Six Months Ended     Year Ended
                                                                  April 30, 1996     October 31,
                                                                   (Unaudited)         1995
                                                                   -----------      -----------
<S>                                                                 <C>            <C>
     Sales                                                            386,384          587,219
     Issued to shareholders electing to receive payment of 
       distributions in capital stock                                 335,950          867,130
     Redemptions                                                     (325,089)     (11,841,595)
                                                                   -----------     ------------
       Net decrease                                                (2,528,755)     (10,387,246)
                                                                   ===========     ============
</TABLE>

(4) Investment Transactions

Increases and decreases in the Fund's investment in the Portfolio for 
the six months ended April 30, 1996 aggregated $4,219,012 and 
$33,622,147, respectively.

(5) Investment Adviser Fee and Other 
Transactions with Affiliates

Eaton Vance Management (EVM) serves as the administrator of the Fund, 
but receives no compensation. 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. Except as to 
Directors of the Fund and the Portfolio who are not members of EVM's 
organization, officers and Directors receive remuneration for their 
services to the Fund out of such investment adviser fee. Investors Bank 
& Trust Company (IBT), serves as custodian of the Fund and the 
Portfolio. Prior to November 10, 1995, (IBT) was an affiliate of 
EVM. Pursuant to the custodian agreement, IBT receives a fee reduced by 
credits which are determined based on the average cash balances the Fund 
or the Portfolio maintains with IBT. All significant credit balances 
used to reduce the Funds' custody fee are reported as a reduction of 
expenses in the statement of operations. Certain of the officers and 
Trustees of the Fund and Portfolio are officers and directors/trustees 
of the above organizations (Note 6).

(6) 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 requires the 
Fund to pay the Principal Underwriter, Eaton Vance Distributors, Inc. 
(EVD), amounts equal to 1/365th 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) 4.50% 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 the aggregate amount of contingent deferred sales charges 
(see Note 7) and daily 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 accrued $535,034 as payable to EVD for the six months ended 
April 30, 1996 representing 0.75% (annualized) of average daily net 
assets. At April 30, 1996, the amount of Uncovered Distribution Charges 
of EVD calculated under the Plan was approximately $17,570,000.

In addition, the Plan authorizes the Fund to make payments of service 
fees to the Principal Underwriter, Authorized Firms, and other persons 
in amounts not exceeding 0.25% of the Fund's average daily net assets 
for each fiscal year. The Directors of the Corporation have implemented 
the Plan by authorizing the Fund to make quarterly payments of service 
fees to the Principal Underwriter and Authorized Firms in amounts not 
expected to exceed 0.25% of the Fund's average daily net assets for each 
fiscal year based on the value of Fund shares sold by such persons and 
remaining outstanding for at least twelve months. The Fund paid or 
accrued service fees to or payable to EVD for the six months ended April 
30, 1996 in the amount of $66,943. Service fee payments are made for 
personal services and/or the maintenance of shareholder accounts. 
Service fees 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 of the Fund and Directors of the Corporation are 
officers or directors of EVD.


(7) Contingent Deferred Sales Charge

A contingent deferred sales charge (CDSC) is imposed on any redemption 
of Fund shares made within four years 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 dividends or capital gain distributions. The CDSC is imposed at 
declining rates that begin at 3% in the first year of redemption after 
purchase, declining one-half of one percentage point in the second and 
third years and one percentage point in the fourth and fifth years. No 
CDSC is levied on shares which have been sold to EVM 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. EVD 
received approximately $51,000 of CDSC paid by shareholders for the six 
months ended April 30, 1996.

<TABLE>
<CAPTION>
Strategic Income Portfolio
Portfolio of Investments
April 30, 1996



                                                                     Principal               U.S. $ Value
- ------------------------------------------------------------------------------------------------------------
                                           Bonds & Notes -- 89.4%
- ------------------------------------------------------------------------------------------------------------
<S>                                                          <S>                         <S>
ARGENTINA, 4.0%                                                   U.S. Dollars
  Argentina Discount Bond (Brady), 6.5625%, 3/31/23
   (identified cost $4,718,125)                                      8,000,000            $     5,515,000
                                                                                          ---------------
AUSTRALIA, 0.6%                                             Australian Dollars
  State Electricity - Victoria, 9.25%, 9/18/03
   (identified cost $733,564)                                        1,000,000            $       787,350
                                                                                          ---------------
BRAZIL, 7.6%                                                      U.S. Dollars
  Brazil Discount Bond, (Brady), 6.5%, 4/15/24
   (identified cost $8,530,563)                                     15,500,000            $    10,491,563
                                                                                          ---------------
CZECH REPUBLIC, 4.4%                                             Czech Korunas
  CEZ (Czech Electric Company), 14.375%, 1/27/01
   (identified cost $6,022,084)                                    159,710,000            $     6,090,514
                                                                                          ---------------
DENMARK, 5.2%                                                     Danish Krone
  Denmark Government, 8%, 3/15/06
   (identified cost $7,156,882)                                     40,000,000            $     7,129,242
                                                                                          ---------------
ECUADOR, 2.0%                                                     U.S. Dollars
  Ecuador Discount Bond (Brady), 6.0625%, 2/28/25
   (identified cost $2,711,875)                                      5,000,000            $     2,815,625
                                                                                          ----------------
IRELAND, 8.6%                                                      Irish Pound
  Irish Government, 8%, 8/18/06                                      3,000,000            $     4,828,537
  Irish Government, 9.25%, 7/11/03                                   4,000,000                  6,975,849
                                                                                          ---------------
   Total Ireland (identified cost, $11,599,951)                                           $    11,804,386
                                                                                          ---------------
NEW ZEALAND, 7.3%                                          New Zealand Dollars
  New Zealand Government, 6.5%, 2/15/00                              4,000,000            $     2,534,743
  New Zealand Government, 8%, 11/15/06                               4,800,000                  3,170,213
  New Zealand Government, 10%, 3/15/02                               6,000,000                  4,337,623
                                                                                          ---------------
   Total New Zealand (identified cost, $9,762,499)                                        $    10,042,579
                                                                                          ---------------
POLAND, 9.4%                                                      Polish Zloty
  Polish Government T-Bill, 0%, 5/8/96                               4,210,000            $     1,577,289
  Polish Government T-Bill, 0%, 6/12/96                              5,600,000                  2,056,018
  Polish Government T-Bill, 0%, 6/19/96                              3,340,000                  1,220,723
  Polish Government T-Bill, 0%, 7/31/96                              9,500,000                  3,393,888
                                                                  U.S. Dollars
  Poland Discount Bond, (Brady), 6.4375%, 10/27/24                   5,000,000                  4,646,875
                                                                                          ---------------
   Total Poland (identified cost, $12,215,438)                                            $    12,894,793
                                                                                          ---------------
SPAIN, 2.4%                                                    Spanish Pesetas
  Spanish Government, 10.1%, 2/28/01
   (identified cost, $3,382,193)                                   400,000,000            $     3,337,317
                                                                                          ---------------
UNITED STATES, 37.8%                                              U.S. Dollars
 Corporate Bonds & Notes, 8.8%
  Agricultural Minerals & Chemicals, Sr. Notes, 10.75%, 9/30/03      1,000,000            $     1,060,000
  Applied Extrusion, Sr. Notes, 11.5%, 4/1/02                        1,000,000                  1,030,000
  Dade International, Inc., 13%, 2/01/05                               500,000                    590,000
  Dayton Hudson, Medium Term Note, 9.52%, 6/10/15                      350,000                    403,536
  Dayton Hudson, Medium Term Note, 9.5%, 6/10/15                       665,000                    765,421
  Dayton Hudson, Medium Term Note, 9.35%, 6/16/20                      600,000                    666,330
  Overhead Door Corp., Sr. Notes, 12.25%, 2/1/00                       500,000                    505,000
  Purina Mills, Sr. Sub. Notes, 10.25%, 9/1/03                       1,000,000                    995,000
  Roadmaster Industries, Inc., Sr. Sub. Notes, 11.75%, 7/15/02         475,000                    384,750
  SD Warren Co., 12%, 12/15/04                                       1,000,000                  1,042,500
  Selmer Company, Inc., Sr. Sub. Notes, 11%, 5/15/05                   500,000                    515,000
  Stone Container Corp., Sr. Sub. Debs., 10.75%, 10/1/02               500,000                    500,000
  TRW, Inc., Medium Term Note, 9.35%, 6/4/20                         1,900,000                  2,255,547
  United International Holdings, Inc., Sr. Sec. Disc. 
   Notes, 0%, 11/15/99                                               1,500,000                    952,500
  Westpoint Stevens, Sr. Sub. Notes, 9.375%, 12/15/05                  500,000                    490,000
                                                                                          ---------------
   Total United States Corporate Bonds & Notes
    (identified cost, $11,791,128)                                                        $    12,155,584
                                                                                          ---------------
 Mortgage Pass-Throughs, 27.3%                                    U.S. Dollars
  Federal Home Loan Mortgage Corp. Participation Certificates:
  4.75%, with various maturities to 2003                                60,898            $        59,211
   5.5%, with maturity at 2019                                          48,614                     48,180
   8%, with various maturities to 2021                               4,997,613                  5,098,086
   8.5%, with various maturities to 2024                             6,147,705                  6,390,704
   9%, with maturity at 2019                                         1,145,114                  1,206,184
   12.5%, with maturity at 2011                                        190,782                    215,452
   12.75%, with maturity at 2013                                       204,099                    232,985
   13.25%, with maturity at 2013                                       244,781                    283,349
   13.5%, with maturity at 2019                                        612,744                    710,114
                                                                                          ---------------
                                                                                          $    14,244,265
                                                                                          ---------------
  Federal National Mortgage Association
  Mortgage-Backed Securities:
   4.75%, with maturity at 1999                                        108,836            $       106,307
   5%, with maturity at 2003                                           197,794                    190,818
   5.5%, with various maturities to 2012                               201,571                    197,219
   7.5%, with maturity at 2002                                       1,083,188                  1,094,206
   8%, with various maturities to 2013                               4,494,788                  4,597,984
   8.5%, with maturity at 2018                                         587,012                    609,336
   9%, with various maturities to 2017                               4,505,385                  4,728,146
   12.75%, with maturity at 2014                                       237,949                    276,267
   13%, with various maturities to 2015                              1,561,943                  1,808,078
   13.25%, with maturity at 2014                                       305,672                    359,912
   13.5%, with various maturities to 2015                            1,410,546                  1,623,180
   14.75%, with various maturities at 2012                           3,346,760                  4,040,410
                                                                                          ---------------
                                                                                          $    19,631,863
                                                                                          ---------------
  Government National Mortgage Association:
   6.5%, with various maturities at 2007                             1,442,604            $     1,432,476
   9%, with maturity at 2016                                         1,375,859                  1,451,635
   13.5%, with various maturities at 2014                              623,539                    742,291
                                                                                          ---------------
                                                                                          $     3,626,402
                                                                                          ---------------
   Total Mortgage Pass-Throughs (identified cost, $37,583,363)                            $    37,502,530
                                                                                          ---------------

U.S. Government Securities --                                     U.S. Dollars
 U.S. Treasury Bond, 11.75%, 2/15/01+
   (identified cost, $2,603,438)                                     2,000,000            $     2,436,560
                                                                                          ---------------
     Total United States (identified cost, $51,977,929)                                   $    52,094,674
                                                                                          ---------------
 Total Bonds & Notes (identified cost, $118,811,103)                                      $   123,003,043
                                                                                          ---------------
- ------------------------------------------------------------------------------------------------------------
                                        Short-Term Obligations -- 9.5%
- ------------------------------------------------------------------------------------------------------------
Banque National De Paris, Euro Time-Deposit,                      U.S. Dollars
 Cayman Islands, 5.375%, 5/1/96                                      4,400,000            $     4,400,657
Dai-Ichi Kangyo Bank-N.Y., Cayman Time-Deposit, 5.3125%, 5/1/96      5,105,164                  5,105,917
Postipanki-N.Y., Cayman Time-Deposit, 5.375%, 5/1/96                 3,603,113                  3,603,651
                                                                                          ---------------
     Total Short-Term Obligations                                                         $    13,110,225
                                                                                          ---------------
Total Investments (identified cost, $131,921,328)                                         $   136,113,268
Options Written by Fund -- 0.0%
        Option to Deliver/Receive, Strike Price, Expiration Month:
                                                           New Zealand Dollars
         USD/NZD, $0.6720, May 1996
           (premium received, $23,385)                               3,000,000                    (39,340)
Other Assets, less Liabilities, 1.1%                                                            1,611,830
                                                                                          ---------------
Net Assets, 100%                                                                          $   137,685,758
                                                                                          ===============
+Security pledged as collateral on financial futures contracts.
USD -- United States Dollars
NZD --  New Zealand Dollars

The accompanying notes are an integral part of the financial statements
</TABLE>

<TABLE>
<CAPTION>
                                         Financial Statements

Statement of Assets and Liabilities
April 30, 1996
Assets:
  <S>                                                             <C>              <C>
  Investments, at value (Note 1A) (identified cost, $131,921,328)                  $ 136,113,268
  Cash                                                                                    19,516
  Receivable for daily variation margin on open
    financial futures contracts (Note 1E)                                                 16,217
  Receivable for investments sold                                                         98,736
  Net receivable for forward foreign
    currency exchange contracts (Note 1H)                                              2,709,514
  Interest receivable                                                                  2,162,294
  Deferred organization expenses (Note 1J)                                                13,336
                                                                                   -------------
    Total assets                                                                   $ 141,132,881
Liabilities:
  Payable for investments purchased                               $   3,393,888
  Options written, at value (premium received $23,385) (Note 1G)         39,340
  Payable to affiliate --
    Trustees' fees (Note 2)                                                 722
  Accrued expenses                                                       13,173
                                                                  -------------
    Total liabilities                                                                  3,447,123
                                                                                   -------------
Net Assets applicable to investors' interest in Portfolio                          $ 137,685,758
                                                                                   =============
Sources of Net Assets:
  Net proceeds from capital contributions and withdrawals                          $ 130,521,856
  Unrealized appreciation of investments, futures, options and foreign currency
    (computed on the basis of identified cost)                                         7,163,902
                                                                                   -------------
    Total                                                                          $ 137,685,758
                                                                                   =============

The accompanying notes are an integral part of the financial statements
</TABLE>

<TABLE>
<CAPTION>
                                        Statement of Operations
                                For the Six Months Ended April 30, 1996
<S>                                                        <C>                     <C>
Investment Income:
  Interest Income                                                                  $   6,774,671
  Expenses --
    Investment adviser fee (Note 2)                        $     385,046
    Administration fee (Note 2)                                  108,103
    Compensation of Trustees not members of the
      Investment Adviser's organization (Note 2)                   4,683
    Custodian fee (Note 2)                                        71,046
    Legal and accounting services                                 22,203
    Amortization of organization expenses (Note 1J)                2,348
    Miscellaneous                                                  1,902
                                                           -------------
      Total expenses                                                                     595,331
                                                                                   -------------
        Net investment income                                                      $   6,179,340
                                                                                   -------------
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 $214,422) on --
      Investment transactions                              $   5,424,499
      Financial futures contracts                               (824,055)
      Foreign currency and forward foreign
        currency exchange contracts                             (650,406)
                                                           -------------
        Net realized gain on investments, futures and 
        foreign currency                                                           $   3,950,038
    Change in unrealized appreciation (depreciation) on --
      Investments                                         $   (2,762,175)
      Financial futures contracts                                736,507
      Written options                                            (15,955)
      Foreign currency and forward foreign 
        currency exchange contracts                            5,107,790
                                                           -------------
        Net change in unrealized appreciation of 
        investments, futures, options and foreign currency                             3,066,167
                                                                                   -------------
          Net realized and unrealized gain on investments, 
          futures, options and foreign currency                                    $   7,016,205
                                                                                   -------------
            Net increase in net assets resulting from operations                   $  13,195,545
                                                                                   =============

The accompanying notes are an integral part of the financial statements
</TABLE>


<TABLE>
<CAPTION>
                                       Statements of Changes in Net Assets
                                                                                       Six Months Ended      Year Ended
                                                                                        April 30, 1996    October 31, 1995
                                                                                        --------------    ----------------
<S>                                                                                     <C>                <C>
Increase (Decrease) in Net Assets:
  From operations --
    Net investment income                                                               $   6,179,340      $  16,533,049
    Net realized gain (loss) on investments, futures and foreign currency transactions      3,950,038        (11,886,837)
    Change in unrealized appreciation 
      of investments, futures, options, and foreign currency                                3,066,167         15,637,070
                                                                                        -------------      -------------
      Net increase in net assets resulting from operations                              $  13,195,545      $  20,283,282
                                                                                        -------------      -------------
      Capital transactions --
        Contributions                                                                   $   5,546,210      $   7,892,611
        Withdrawals                                                                       (33,639,286)      (112,061,370)
                                                                                        -------------      -------------
      Net decrease in net assets resulting from capital transactions                    $ (28,093,076)     $(104,168,759)
                                                                                        -------------      -------------
        Total decrease in net assets                                                    $ (14,897,531)     $ (83,885,477)

Net Assets:
At beginning of period                                                                    152,583,289        236,468,766
                                                                                        -------------      -------------
At end of period                                                                        $ 137,685,758      $ 152,583,289
                                                                                        =============      =============
<CAPTION>
                                              Supplementary Data
                                                                     Year Ended October 31,
                                                  Six Months Ended  -----------------------
                                                   April 30, 1996      1995        1994*
                                                   --------------   ----------  -----------
Ratios (as a percentage of average net assets):
<S>                                                     <C>            <C>         <C>  
  Expenses                                              0.83%+         0.84%       0.82%+
  Net investment income                                 8.59%+         9.08%       8.41%+
Portfolio Turnover                                        53%            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. Investment operations began on 
March 1, 1994, with the acquisition of net assets of $348,433,258 in 
exchange for an interest in the Portfolio by one of the Portfolio's 
investors. 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 Security 
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 ("margin maintenance") 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 foreign denominated. 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. 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 revenue and expense during the reporting 
period. Actual results could differ from those estimates.

L. 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 six months ended 
April 30, 1996, the fee was equivalent to 0.53% (annualized) of the 
Portfolio's average net assets for such period and amounted to $385,046. 
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 $108,103 for the six months 
ended April 30, 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. Investors 
Bank & Trust Company (IBT) serves as custodian of the Portfolio. Prior to 
November 10, 1995, IBT was an affiliate of EVM. Pursuant to the custodian 
agreement, IBT receives a fee reduced by credits which are determined 
based on the average daily cash balances the Portfolio maintains with IBT. 
All significant credit balances used to reduce the Porfolio's custody fees 
are reported as a reduction of expenses in the statement of operations. 
Certain officers of the Portfolio and Directors of the Corporation 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 six months ended April 30, 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. 
The line of credit consists of a $20 million committed facility and a $100 
million discretionary facility. 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 an amount above either the bank's adjusted 
certificate of deposit rate, a variable adjusted certificate of deposit 
rate, or a federal funds effective rate. In addition, a fee computed at an 
annual rate of 1/4 of 1% on the $20 million committed facility and on the 
daily unused portion of the $100 million discretionary 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 period.

(4) Investments

The Portfolio invests primarily in foreign government debt securities and 
U.S. Government 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 six months ended 
April 30, 1996 were as follows:


          Purchases -

          Investments (non-U.S. Government)      $48,293,260
          U.S. Government Securities              21,853,727
                                                 -----------
                                                 $70,146,987
                                                 ===========

          Sales - 

          Investments (non-U.S. Government)      $89,762,194
          U.S. Government Securities               1,284,688
                                                 -----------
                                                 $91,046,882
                                                 ===========

(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.

A summary of obligations under these financial instruments at April 30, 
1996 is as follows:

<TABLE>
<CAPTION>
Forward Foreign Currency Exchange Contracts

Sales
- ------
                                                             In Exchange For         Net Unrealized
Settlement                                                 (in United States           Appreciation
Date                  Deliver                                        Dollars)         (Depreciation)
- -----------------     ---------------------------------    -----------------         --------------
<S>                   <C>                                  <C>                       <C>
11/15/96-11/29/96     Belgian Franc        930,959,031     $      32,198,318         $    2,238,105
5/13/96               Canadian Dollar        4,000,000             2,925,688                (14,129)
5/2/96-6/21/96        Swiss Franc           13,611,273            11,474,220                541,364
6/10/96               Irish Pound            1,057,919             1,665,481                 20,325
5/13/96-6/21/96       Japanese Yen         966,000,000             9,399,082                121,626
6/10/96               New Zealand Dollars      809,921               518,349                (35,008)
6/12/96               Swedish Krona         30,000,000             4,267,000               (148,411)
                                                           -----------------         --------------
                                                           $      62,448,138         $    2,723,872
                                                           =================         ==============

Purchases
- ---------
                                                                    Deliver          Net Unrealized
Settlement                                                       (in United            Appreciation
Date                  In Exchange For                        States Dollars)          (Depreciation)
- -----------------     ---------------------------------    -----------------         --------------
5/9/96                Australian Dollar      1,000,000        $      748,300         $       38,611
5/13/96-7/26/96       Canadian Dollar        7,750,000             5,671,678                 27,490
5/2/96-8/2/96         Swiss Franc            7,200,000             5,813,017                     --
5/28/96               Czech Republic Krona 169,905,000             6,230,473               (145,196)
8/28/96               Greek Drachma      1,000,000,000             3,998,957                 (4,257)
5/7/96-10/16/96       Indonesian Rupiah 30,250,000,000            12,680,461                 48,154
6/18/96               Indian Rupee          98,395,000             2,750,000                 33,819
7/15/96               Philippine Peso      106,264,000             4,000,000                 12,324
5/2/96                Polish Zloty           9,020,105             3,402,144                     --
6/12/96               Swedish Krona         30,000,000             4,459,044                (43,632)
6/21/96               New Taiwan Dollar    109,180,000             4,000,000                 18,329
                                                           -----------------         --------------
                                                             $    53,754,074         $      (14,358)
                                                           =================         ==============
Futures Contracts
                                                                                     Net Unrealized
                                                                                       Appreciation
Expiration Date       Contracts                            Position                   (Depreciation)
- ---------------       ---------                            --------                  --------------
6/96                  75 U.S. 30 year Bond Futures         Short                      $     322,756
6/96                  107 U.S. 5 year Bond Futures         Short                            173,767
6/96                  106 Australian 10 year Bond Futures  Long                             140,723
6/96                  106 Canadian 10 year Bond Futures    Long                            (168,514)
6/96                  62 German 10 year Bond Futures       Long                              12,264
6/96                  140 French 10 year Bond Futures      Short                           (232,771)
6/96                  2 Japanese 10 year Bond Futures      Short                             (6,779)
                                                                                     --------------
                                                                                      $     241,446
                                                                                     ==============
</TABLE>


At April 30, 1996, the Portfolio had sufficient cash and/or securities to 
cover margin requirements on open futures contracts.

Written Option Transactions

Transactions in written options for the period ended April 30, 1996 were 
as follows:

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

(6) Federal Income Tax Basis of Investments

The cost and unrealized appreciation/depreciation in value of the 
investments owned at April 30, 1996, as computed on a federal income tax 
basis, were as follows:

Aggregate cost                      $ 132,036,123
                                    =============
Gross unrealized appreciation       $   4,591,562
Gross unrealized depreciation             516,365
                                    -------------
Net unrealized appreciation         $   4,075,197
                                    =============


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 (the "Portfolio"), including the portfolio of 
investments, as of April 30, 1996, the related statement of operations for 
the six months then ended, the statements of changes in net assets for the 
six months ended April 30, 1996 and the year ended October 31, 1995 and 
the supplementary data for the six months ended April 30, 1996, the year 
ended October 31, 1995, 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 April 30, 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 April 30, 1996, the results of its 
operations, changes in net assets and the supplementary data for the six 
months ended April 30, 1996, the year ended October 31, 1995, 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
May 24, 1996






Investment Management

EV Marathon
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 and Portfolio Manager

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 Marathon
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 1537
Boston, MA 02205-1537

Transfer 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.


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

M-SGSRC-6/96





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