EATON VANCE INVESTMENT TRUST
24 Federal Street
Boston, MA 02110
May 27, 1997
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.
This Rule 24f-2 Notice is being filed for the fiscal year ended March 31,
1997 ("Fiscal Year").
No shares of the Trust were registered pursuant to Rule 24e-2 and remained
unsold at the beginning of the Fiscal Year.
22,271,683 shares of the Trust, with an aggregate sales price of $220,489,664
were registered during the Fiscal Year, pursuant to Rule 24e-2.
2,350,558 shares of the Trust, with an aggregate sales price of $25,499,341,
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.
1,526,032 shares of the Trust, with an aggregate sales price of
$15,410,984, 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 3,876,590 shares,
including those issued pursuant to its dividend reinvestment plan, with an
aggregate sales price of $40,910,325.
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.
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 $25,499,341
Sold During Fiscal Year Pursuant
to Rule 24f-2.
Aggregate Price of Shares Issued
During Fiscal Year In Connection
with Dividend Reinvestment Plans. 15,410,984
Aggregate Price of Shares Sold $40,910,325
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Year. $248,126,293
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 $ (207,215,968)
Any questions regarding the matter should by addressed to Hadi 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)
EATON VANCE INVESTMENT TRUST
24 Federal Street
Boston, MA 02110
OPINION OF COUNSEL
May 27, 1997
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:
By filing of the captioned Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, the Trust made definite
the registration under the Securities Act of 1933 of 3,876,590,
shares sold, including those sold pursuant to its dividend
reinvestment plan, in reliance upon said Rule 24f-2 during the fiscal
year ended March 31, 1997.
It is the opinion of the undersigned that such shares were legally
issued, fully paid and nonassessable.
Sincerely,
Eaton Vance Management
/s/ Eric G. Woodbury
Eric G. Woodbury
Vice President
Member of Massachusetts Bar
