November 19, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 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.
This Rule 24f-2 Notice is being filed for the fiscal year ended September
30, 1996 ("Fiscal Year").
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.
352,666 shares of the Fund, with an aggregate value of $2,895,388, were
registered during the Fiscal Year pursuant to Rule 24e-2.
5,726,284 shares of the Fund, with an aggregate sales price of
$46,853,846, were sold during the Fiscal Year in reliance upon 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.
793,091 shares of the Fund, with an aggregate sales price of $6,333,668,
were issued during the Fiscal Year in connection with the Fund's dividend
reinvestment plan.
For the Fiscal Year, an aggregate of 6,519,375 shares of the Fund were
sold, including those issued pursuant to its dividend reinvestment plan, with
an aggregate sales price of $53,187,514.
In accordance with subsection (c) of Rule 24f-2, $9,800.71 has been wired
to the SEC account at Mellon Bank, which represents the registration fee. Such
fee is based upon the actual aggregate sale price for which such securities
were sold during the Fiscal Year, including dividend reinvestments, reduced by
the actual aggregate redemption price of the shares redeemed by the Fund
during the Fiscal Year.
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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
Sold During Fiscal Year Pursuant to
Rule 24f-2 $ 46,853,846
Aggregate Price of Shares Issued
During Fiscal Year In Connection
with Dividend Reinvestment Plans 6,333,668
Aggregate Price of Shares Sold $ 53,187,514
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Year 17,949,773
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 2,895,388
Equals $ 32,342,353
Any questions regarding the matter should by addressed to Jim Thebado, Eaton
Vance Management, 24 Federal Street, Boston, Massachusetts 02110.
Sincerely,
Barbara E. Campbell
Assistant Treasurer
<PAGE>
November 19, 1996
OPINION OF COUNSEL
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 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:
By the filing of the captioned Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, the Fund made definite the
registration under the Securities Act of 1933 of 6,519,375 shares sold,
including those pursuant to its dividend reinvestment plan, in reliance upon
said Rule 24f-2 during the fiscal year ended September 30, 1996.
It is the opinion of the undersigned that such shares were legally
issued, fully paid and nonassessable.
Sincerely,
H. Day Brigham, Jr.
Vice President and Member
of Massachusetts and New York
Bars
