Filed with the Securities and Exchange Commission on August 30,
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)
July 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 July 22, 1996 (Accession
No.: 0000940394-96-000210) 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 August 16, at 12:00 a.m., Eastern
time. 3,080,139 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.
August 30, 1996
(Date)
/s/ James B. Hawkes
James B. Hawkes, President of
Eaton Vance Prime Rate Reserves
