EATON VANCE MANAGEMENT
24 Federal Street
Boston, Massachusetts 02110
February 17, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for
Eaton Vance Liquid Assets Trust
1933 Act File No. 33-14532
1940 Act File No. 811-5176
In accordance with the provisions of Rule 24f-2 under the
Investment Company Act of 1940, Eaton Vance Liquid Assets Trust
hereby files its Rule 24f-2 Notice.
(i) This Rule 24f-2 Notice is being filed for the fiscal
year ended December 31, 1994 ("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) 8,342,680 shares of the Trust were registered during the
fiscal year pursuant to Rule 24e-2.
(iv) 475,275,080 shares of the Trust were sold during the
fiscal year.
(v) 406,932,400 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 Fund.
In accordance with subsection (c) of Rule 24f-2, a wire in the
amount of $33,842.38 has been sent to Mellon Bank, ABA #043000261,
SEC Acct # 910-8739, RFB=814454, 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 of Page 2
Eaton Vance Liquid Assets Trust
1933 Act File No. 33-14532
1940 Act File No. 811-5176
Aggregate Sale Price for Shares $466,932,400.00
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 $368,789,474.00
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 $ 98,142,926.00
Any questions regarding the matter should be addressed to
Nicole Pecci, Eaton Vance Management, 24 Federal Street, Boston,
Massachusetts, 02110.
Sincerely,
Eaton Vance Management
Douglas C. Miller
Assistant Vice President
<PAGE>
OPINION OF COUNSEL
February 17, 1995
Eaton Vance Management
24 Federal Street
Boston, MA 02110
RE: Rule 24f-2 Notice of
Eaton Vance Liquid Assets Trust
1933 Act File No. 33-14532
1940 Act File No. 811-5176
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,
98,142,926 shares of the Trust sold in reliance upon said Rule
24f-2 during the fiscal year ended December 31, 1994 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
