May 22, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Rule 24f-2 Notice for
Eaton Vance High Income Trust
1933 Act File No. 33-3795
1940 Act File No. 811-4607
In accordance with the provisions of Rule 24f-2 under the
Investment Company Act of 1940, Eaton Vance High Income Trust
hereby files its Rule 24f-2 Notice.
(i) This Rule 24f-2 Notice is being filed for the fiscal
year ended March 31, 1995 ("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, other than pursuant to Rule 24f-2.
(iv) 29,584,993 shares of the Trust were sold during the
Fiscal Year.
(v) 29,584,993 shares of the Trust 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.
In accordance with subsection (c) of Rule 24f-2, $20,539.77
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, reduced by the actual aggregate redemption price of the
shares redeemed by the Trust during the fiscal year.
<PAGE>
Rule 24f-2 Notice for Page 2
Eaton Vance High Income Trust
1933 Act File No. 33-3795
1940 Act File No. 811-4607
Aggregate Sale Price for Shares $211,810,263
Sold During Fiscal Year Pusuant to
Rule 24f-2.
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Year $152,244,916
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 $59,565,347
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
May 22, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Rule 24f-2 Notice for
Eaton Vance High Income Trust
1933 Act File No. 33-3795
1940 Act File no. 811-4607
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,
29,584,993 shares of the Trust sold in reliance upon said Rule
24f-2 during the fiscal year ended March 31, 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 Executive
Committee
Member of Massachusetts and
New York Bars
