EATON VANCE EQUITY-INCOME TRUST
24 Federal Street
Boston, Massachusetts 02110
November 13, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for
Eaton Vance Equity-Income Trust
1933 Act File No. 33-16435
1940 Act File No. 811-5453
In accordance with the provisions of Rule 24f-2 under the Investment
Company Act of 1940, Eaton Vance Equity Income Trust hereby files its Rule 24f-2
Notice.
This Rule 24f-2 Notice is being filed for the fiscal period from
January 1, 1995 to November 3, 1995, ("Fiscal Period"). It is the intent of the
Fund to cease operations effective November 3, 1995, therefore this Notice
serves to terminate the Fund's election under Rule 24f-2.
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 Period.
289,902 shares of the Fund, with an aggregate sales price of
$2,974,394, were registered during the Fiscal Period, pursuant to Rule 24e-2.
131,166 shares of the Fund, with an aggregate sales price of
$1,400,052, were sold during the Fiscal Period in reliance upon the Declaration
of the Fund pursuant to Rule 24f-2 which registered an indefinite amount of
securities. Attached to this rule 24f-2 Notice, and made part of 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.
45,757 shares of the Fund, with an aggregate sales price of $490,404,
were issued during the Fiscal Period in connection with the Fund's dividend
reinvestment plan.
For the Fiscal Period, the Fund sold an aggregate of 176,923 shares,
including those issued pursuant to its dividend reinvestment plan, with an
aggregate sales price of $1,890,456.
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 Period were less than were deducted from registrants
definitvely registered shares.
<PAGE>
Rule 24f-2 Notice for Page 2
Eaton Vance Equity Income Trust
1933 Act No. 33-16435
1940 Act No. 811-5453
Aggregate Sale Price for Shares $ 1,400,052
Sold During Fiscal Period Pursuant
to Rule 24f-2.
Aggregate Price of Shares Issued
During Fiscal Period In Connection
with Dividend Reinvestment Plans. 490,404
-----------
Aggregate Price of Shares Sold $ 1,890,456
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Period. $ 9,516,225
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. $ 00
-----------
Equals $(7,625,769)
Any questions regarding this matter should be addresed by Julia Clarke,
Eaton Vance Management, 24 Federal Street, Boston, Massachusetts 02110.
Sincerely,
Eaton Vance Management
/s/ William J. Austin Jr
---------------------------
William J. Austin Jr
Assistant Treasurer
Enclosures (Opinion of Counsel)
<PAGE>
EATON VANCE EQUITY-INCOME TRUST
24 Federal Street
Boston, Massachusetts 02110
OPINION OF COUNSEL
November 13, 1995
Eaton Vance Management
24 Federal Street
Boston, MA 02110
RE: Rule 24f-2 Notice for
Eaton Vance Equity Income Trust
1933 Act File No. 33-16435
1940 Act File No. 811-5453
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, 176,923 shares of the Fund sold in reliance
upon said Rule 24f-2 during the Fiscal Period from January 1, 1995 to November
3, 1995, 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
