SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8A
AMENDMENT TO NOTIFICATION OF REGISTRATION
FILED PURSUANT TO SECTION 8(a) OF THE
INVESTMENT COMPANY ACT OF 1940
The undersigned investment company hereby amends its
notification of registration filed with the Securities and
Exchange Commission on April 21, 1993 pursuant to the provisions
of Section 8(a) of the Investment Company Act of 1940 and in
connection with such amendment to notification of registration
submits the following information:
Name: The Massachusetts Health & Education Tax-Exempt Trust
Address of Principal Business Office:
24 Federal Street
Boston, Massachusetts 02110
Telephone Number: (617) 482-8260
Name and address of agent for service of process:
Eaton Vance Management, as Administrator
Eric G. Woodbury
24 Federal Street
Boston, Massachusetts 02110
Check Appropriate Box:
Registrant is filing a Registration Statement pursuant to Section
8(b) of the Investment Company of 1940 concurrently with the
filing of this amended Form N-8A: YES [ ] NO [X]
Item 1. Name of Registrant: The Massachusetts Health &
Education Tax-Exempt Trust.
Item 2. State and Date of Organization: Massachusetts;
April 20, 1993.
Item 3. Form of Organization: Trust.
Item 4. Classification of Registrant: Management Company.
Item 5(a). Registrant is a closed-end company.
Item 5(b). Registrant is a non-diversified company.
Item 6. Investment Adviser of Registrant: Eaton Vance
Management, 24 Federal Street, Boston, MA 02110.
Item 7. Board of Trustees of Registrant:
James F. Carlin (1)
Thomas H. Green (2)
Walter B. Prince (3)
Edward M. Murphy (4)
James F. Storey (5)
Officers of Registrant:
Chairman: Walter B. Prince (3)
President: Thomas J. Fetter*
Vice President: Robert B. MacIntosh*
Secretary: Eric G. Woodbury*
Treasurer: James L. O'Connor*
Assistant Secretary/
Assistant Treasurer: Douglas C. Miller*
The address for each of the above-named Trustees and Officers of
Registrant is as follows: (1) Carlin Consolidated, Inc., 233 West
Central St., Natick, MA 01760; (2) Attorney General's Office, One
Ashburton Place, Boston, MA 02108; (3) Peckham, Lobel, Casey,
Prince & Tye, 585 Commercial St, Boston, MA 02109; (4) Tucker
Anthony, Inc., One Beacon St., Boston, MA 02110; (5) Dechert
Price & Rhoads, Ten Post Office Square South, Boston, MA 02109;
*24 Federal Street, Boston, MA 02110.
Item 8. Not Applicable.
Item 9(a). No; Registrant is not currently issuing and
offering its securities directly to the public.
Item 9(b). Not Applicable.
Item 9(c). No; Registrant does not presently propose to make
a public offering of its securities.
Item 9(d). Yes. Prior offerings are completed.
Item 9(e). As of January 15, 1996, there were approximately
2,307,763 Common Shares and 200 Auction Preferred
Shares outstanding. No shareholder held more than
10% of the Registrant's outstanding securities.
Item 10. Current Value of Registrant's Total Assets:
$40,298,530.
Item 11. No.
Item 12. Reference is made to the Unaudited Financial
Statements dated June 30, 1995 filed with the
Commission pursuant to Section 30(b)(2) (prior to
the Registrant's filing on EDGAR), which is
incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of the Investment Company Act
of 1940, the Registrant has caused this Amendment to Notification
of Registration to be duly signed on its behalf in the City of
Boston, Commonwealth of Massachusetts on the 19th day of January,
1996.
THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
By /s/ Thomas J. Fetter
Thomas J. Fetter
President
Attest: /s/ Eric G. Woodbury
Eric G. Woodbury
Secretary
