Filed with the Securities and Exchange Commission on May 31, 1996
1933 Act File Nos. 33-67118, 33-59143, 33-64321
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. 2 - 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 22, 1996
(Date Tender Offer First Published, Sent or Given to
Security Holders)
<PAGE>
INTRODUCTION
This Amendment No. 2 is the Final Amendment to the Issuer
Tender Offer Statement on Schedule 13E-4 filed electronically on
April 19, 1996 (Accession No.: 0000950156-96-000388) 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") 3,500,000 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 17, at 12:00 a.m., Eastern
time. 2,747,482 Shares were tendered in response to
the Offer. All such Shares were accepted for purchase
by the Trust at a price of $9.97 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.
May 31, 1996
(Date)
/s/ James B. Hawkes
James B. Hawkes, President of
EV Classic Senior Floating-Rate Fund
