EATON VANCE PRIME RATE RESERVES
255 State Street
Boston, MA 02109
Telephone: (617) 482-8260
Telecopy: (617) 338-8054
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. 333-32268) certifies (a) that the forms of prospectus and the statement
of additional information dated March 15, 2000 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
Number 0000950156-00-000172) on March 13, 2000.
Eaton Vance Prime Rate Reserves
By:/s/ Eric G. Woodbury
-----------------------------
Eric G. Woodbury, Esq.
Assistant Secretary
Date: March 16, 2000
