EV CLASSIC SENIOR FLOATING RATE FUND /MA/
SC 13E4/A, 1995-06-01
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Filed with the Securities and Exchange Commission on June 1, 1995
1933 Act File Nos. 33-67118, 33-59143
1940 Act File No. 811-07946
                                                                  



                  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

                 EV CLASSIC SENIOR FLOATING-RATE FUND
                           (Name of Issuer)


                 EV CLASSIC SENIOR FLOATING-RATE FUND
                 (Name of Person(s) Filing Statement)


           Shares of Beneficial Interest, Without Par Value
                    (Title of Class of Securities)


                              269261 10 3
                 (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)


                            April 24, 1995
                  (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
April 24, 1995 (Accession No.: 0000898432-95-000141) by EV
Classic Senior Floating-Rate Fund (the "Trust") with the
Securities and Exchange Commission with respect to the Trust's
offer to purchase (the "Offer to Purchase") 1,000,000 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 May 19, at 12:00 a.m., Eastern
           time.   46,429 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.




June 1, 1995                   
(Date)


/s/ James B. Hawkes                     
James B. Hawkes, President of      
EV Classic Senior Floating-Rate Fund


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