EATON VANCE PRIME RATE RESERVES
24 Federal Street
Boston, MA 02110
(617) 482-8260
CERTIFICATION
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended,
and Regulation S-T, Eaton Vance Prime Rate Reserves (the "Registrant) (1933 Act
File No. 333-25731) certifies (a) that the forms of prospectus and statement of
additional information dated May 1, 1997 do not differ materially from those
contained in the Registration Statement on Form N-2, and (b) that the
Registration Statement was filed electronically with the Commission (Accession
No. 0000950156-97-000405) on April 24, 1997.
Eaton Vance Prime Rate Reserves
By: /S/ ERIC G. WOODBURY
Eric G. Woodbury
Assistant Secretary
Date: May 2, 1997
