EATON VANCE INVESTMENT TRUST
24 Federal Street
Boston, MA 02110
May 28, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for
Eaton Vance Investment Trust
1933 Act File No. 33-1121
1940 Act File no. 811-4443
In accordance with the provisions of Rule 24f-2 under
the Investment Company Act of 1940, Eaton Vance Investment Trust,
hereby files its Rule 24f-2 Notice.
(i)This Rule 24f-2 Notice is being filed for the fiscal
year ended March 31, 1996 ("Fiscal Year").
(ii)No shares of the Trust 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 Trust were registered during the
Fiscal Year, pursuant to Rule 24e-2.
(iv)4,664,868 shares of the Trust, with an aggregate
sales price of $47,143,102, were sold during the Fiscal Year in
reliance upon the Declaration of the Trust pursuant to Rule 24f-2
which registered an indefinite amount of securities. Attached to
this Rule 24f-2 Notice, and made part hereof, is an opinion of
counsel indicating that the securities, the registration of which
the Notice makes definite in number, were legally issued, fully
paid, and non-assessable by the Trust.
(v)1,977,120 shares of the Trust, with an aggregate
sales price of $20,039,464, were issued during the Fiscal Year in
connection with the Trust's dividend reinvestment plan.
For the Fiscal Year, the Trust sold an aggregate of
6,641,988 shares, including those issued pursuant to its dividend
reinvestment plan, with an aggregate sales price of $67,182,566.
In accordance with subsection (c) of Rule 24f-2, no fee
is required since the excess of sales, including dividend
reinvestments, over redemptions during the Fiscal Year were less
than and were deducted from registrant's balance of definitively
registered shares.
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Rule 24f-2 Notice for Page 2
Eaton Vance Investment Trust
1933 Act File No. 33-1121
1940 Act File no. 811-4443
Aggregate Sale Price for Shares $ 47,143,102
Sold During Fiscal Year Pursuant to
Rule 24f-2.
Aggregate Price of Shares Issued
During Fiscal Year In Connection
with Dividend Reinvestment Plans. 20,039,464
Aggregate Price of Shares Sold $ 67,182,566
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Year. $287,382,230
and
(2) Aggregate Redemption Price of
Redeemed Shares Previously
Applied by Trust Pursuant to
Rule 24e-2(a) in Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 $ 0
Equals $(220,199,664)
Any questions regarding the matter should by addressed to
Hadi C. Mezher, Eaton Vance Management, 24 Federal Street,
Boston, Massachusetts 02110.
Sincerely,
Eaton Vance Management
/s/ M. Katherine Kreider
M. Katherine Kreider
Assistant Treasurer
Enclosures (Opinion of Counsel)
<PAGE>
EATON VANCE MANAGEMENT
24 Federal Street
Boston, MA 02110
OPINION OF COUNSEL
May 28, 1996
Eaton Vance Management
24 Federal Street
Boston, MA 02110
RE: Rule 24f-2 Notice for
Eaton Vance Investment Trust
1933 Act File No. 33-1121
1940 Act File no. 811-4443
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, 6,641,988 shares of the
Trust sold in reliance upon said Rule 24f-2 during the fiscal year ended
March 31, 1996, it is the opinion of the undersigned that such shares were
legally issued, fully paid and nonassessable.
Sincerely,
Eaton Vance Management
/s/ H. Day Brigham, Jr.
H. Day Brigham, Jr.
Vice President and
Chairman of the Executive Committee
Member of Massachusetts and New York
Bars
