November 22, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Rule 24f-2 Notice for
Eaton Vance Income Fund of Boston
1933 Act File No. 33-42722
1940 Act File No. 811-02258
In accordance with the provisions of Rule 24f-2 under the
Investment Company Act of 1940, Eaton Vance Income Fund of Boston
hereby files its Rule 24f-2 Notice.
(i) This Rule 24f-2 Notice is being filed for the fiscal
year ended September 30, 1995 ("Fiscal Year").
(ii) No shares of the Fund which have been registered under
the Securities Act of 1933 (other than pursuant to Rule 24f-2)
remained unsold at the beginning of the Fiscal Year.
(iii) No shares of the Fund were registered during the Fiscal
Year, other than pursuant to Rule 24f-2.
(iv) 2,247,830 shares of the Fund were sold during the Fiscal
Year.
(v) 2,247,830 shares of the Fund were sold during the Fiscal
Year in reliance upon the Declaration of the Fund pursuant to Rule
24f-2 which registered an indefinite amount of securities.
Attached to this Rule 24f-2 Notice, and made part hereof, is an
opinion of counsel indicating that the securities, the registration
of which the Notice makes definite in number, were legally issued,
fully paid, and non-assessable by the Fund.
In accordance with subsection (c) of Rule 24f-2, no fee is
required since the Fund's redemptions exceeded sales for the Fiscal
Year.
<PAGE>
Rule 24f-2 Notice for Page 2
Eaton Vance Income Fund of Boston
1933 Act File No. 33-42722
1940 Act File No. 811-02258
Aggregate Sale Price for Shares $18,111,024
Sold During Fiscal Year Pursuant to
Rule 24f-2.
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Year $20,716,412
and
(2) Aggregate Redemption Price of
Redeemed Shares Previously
Applied by Fund Pursuant to
Rule 24e-2(a) in Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 $ 0.00
Equals ($2,605,388)
Any questions regarding the matter should by addressed to
James A. Thebado, Eaton Vance Management, 24 Federal Street,
Boston, Massachusetts 02110.
Sincerely,
Eaton Vance Management
Barbara E. Campbell
Assistant Vice President
<PAGE>
OPINION OF COUNSEL
November 22, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Rule 24f-2 Notice for
Eaton Vance Income Fund of Boston
1933 Act File No. 33-42722
1940 Act File no. 811-02258
Gentlemen:
In connection with the filing of a Notice pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended, making
definite the registration under the Securities Act of 1933 of
2,247,830 shares of the Fund sold in reliance upon said Rule 24f-2
during the fiscal year ended September 30, 1995, it is the opinion
of the undersigned that such shares were legally issued, fully paid
and nonassessable.
Sincerely,
Eaton Vance Management
H. Day Brigham, Jr.
Vice President and
Chairman of the Management
Committee
Member of Massachusetts and
New York Bars
