United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
Senior Debt Portfolio
(name of issuer)
Beneficial Interest
(title of class securities)
None
(CUSIP number)
Check if a fee is being paid with this statement. X (A fee is not required
only if the filing person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent thereto
reporting
beneficial ownership of five percent or less of such class.) (See rule 13d-7).
<PAGE>
Schedule 13G
1 - NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eaton Vance Prime Rate Reserves
Taxpayer I.D. #04-3059892
2 - CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ___ (a) _X_ (b)
Group Disclaimed
3 - SEC USE ONLY
4 - CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts Business Trust
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5 - SOLE VOTING POWER
$1,088,714,223 value of Beneficial Interest
6 - SHARED VOTING POWER - None
7 - SOLE DISPOSITIVE POWER
$1,088,714,223 value of Beneficial Interest
8 - SHARED DISPOSITIVE POWER - None
9 - AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
$1,088,714,223 value of Beneficial Interest
10 - CHECK BOX IF THE AGGREGATE AMOUNT ON ROW (9) EXCLUDES CERTAIN
SHARES
11 - PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW 9: 67.10%
12 - TYPE OF REPORTING PERSON : Investment Company (IV)
<PAGE>
Schedule 13G
Item 1(a) Name of Issuer: Senior Debt Portfolio
Item 1(b) Address of Issuer's Principal Executive Office:
c/o Boston Management & Research
24 Federal Street
Boston, Massachusetts 02110
Item 2(a) Name of Person Filing:
Eaton Vance Prime Rate Reserves
Item 2(b) Address of Principal Business Office of Person Filing:
24 Federal Street, Boston, Massachusetts 02110
Item 2(c) Citizenship: United States
Item 2(d) Title of Class of Securities: Beneficial Interest
Item 2(e) CUSIP Number : None
Item 3 Eligibility to File Schedule 13G:
Eaton Vance Prime Rate Reserves is an investment company registered under
Section 8 of the Investment Company Act of 1940.
Item 4 Ownership:
(a) As of December 31, 1995:
Eaton Vance Prime Rate Reserves, beneficially owned an interest in the Senior
Debt Portfolio valued at $1,088,714,223 (or 67.10% of the aggregate beneficial
interests outstanding).
(b) As of December 31, 1995:
Eaton Vance Prime Rate Reserves had the sole power to vote or direct the vote
and the sole power to dispose or direct the disposition of an interest in the
Senior Debt Portfolio valued at $1,088,714,223 (or 67.10% of the aggregate
beneficial interests outstanding).
Item 5 Ownership of Five Percent or Less of a Class: Not applicable
Item 6 Ownership of More than Five Percent on Behalf of Another
Person: Not applicable
<PAGE>
Schedule 13G (Continued)
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company: Not applicable
Item 8 Identification and Classification of Members of the
Group: Not applicable
Item 9 Notice of Dissolution of Group: Not applicable
Item 10 Certification:
Eaton Vance Prime Rate Reserves certifies that it is entitled to file
statements
on Schedule 13G under Rule 13d-1 (b)(1) promulgated under the Securities
Exchange Act of 1934, and that, to the best of its knowledge and belief the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing control of the issuer of such securities and were not acquired
in
connection with or as a participant in any transaction having such purpose or
effect.
After reasonable inquiry and to the best of its knowledge and belief, Eaton
Vance Prime Rate Reserves certifies that the information set forth in this
Amendment is true, complete and correct.
EATON VANCE PRIME RATE RESERVES
By: Eric G. Woodbury
Assistant Secretary May 20, 1996
