Filed with the Securities and Exchange Commission on December 2, 1996
1933 Act File Nos. 33-28516, 33-30268, 33-34922,
33-63623
1940 Act File No. 811-05808
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act
of 1934)
AMENDMENT NO. 1 - FINAL AMENDMENT
to
EATON VANCE PRIME RATE RESERVES
(Name of Issuer)
EATON VANCE PRIME RATE RESERVES
(Name of Person(s) Filing Statement)
Shares of Beneficial Interest, Without Par Value
(Title of Class of Securities)
277913 10 9
(CUSIP Number of Class of Securities)
Alan R. Dynner
Eaton Vance Management
24 Federal Street
Boston, Massachusetts 02110
(617) 482-8260
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s)
Filing Statement)
October 18, 1996
(Date Tender Offer First Published,
Sent or Given to Security Holders)
<PAGE>
INTRODUCTION
This Amendment No. 1 is the Final Amendment to the Issuer Tender Offer
Statement on Schedule 13E-4 filed electronically on October 18, 1996 (Accession
No.: 0000940394-96-000292) by Eaton Vance Prime Rate Reserves (the "Trust") with
the Securities and Exchange Commission with respect to the Trust's offer to
purchase (the "Offer to Purchase") 9,000,000 shares of beneficial interest,
without par value (the "Shares").
AMENDMENT TO SCHEDULE 13E-4
Item 1 of the Schedule 13E-4 is hereby revised to read as follows:
Item 1 Security and Issuer
The Offer terminated on November 15, at 12:00 a.m., Eastern
time. $41,272,376.31 Shares were tendered in response to the
Offer. All such Shares were accepted for purchase by the
Trust at a price of $9.99 per share. Eaton Vance Distributors,
Inc., the Trust's principal underwriter, tendered no shares
pursuant to the Offer. No Shares tendered after the
Expiration Date have or will be accepted for purchase by the
Trust.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 2, 1996
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(Date)
/s/ James B. Hawkes
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James B. Hawkes, President of
Eaton Vance Prime Rate Reserves
