Filed with the Securities and Exchange Commission on February 29,
1996
1933 Act File Nos. 33-28516, 33-30268, 33-34922,
33-63623
1940 Act File No. 811-05808
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)
H. Day Brigham, Jr.
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)
January 22, 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
January 19, 1996 (Accession No.: 0000950156-96-000056) 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") 7,500,000 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 February 16, at 12:00 a.m.,
Eastern time. 2,638,356 Shares were tendered in
response to the Offer. All such Shares were accepted
for purchase by the Trust at a price of $10.01 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.
February 29, 1996
(Date)
/s/ James B. Hawkes
James B. Hawkes, President of
Eaton Vance Prime Rate Reserves
