EATON VANCE MUNICIPALS TRUST II
N-30D, 1996-09-30
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EV Marathon
High Yield
Municipals Fund

[LOGO OMITTED IN GRAPHIC SIDE BAR]

Semi-Annual

Shareholder Report

July 31, 1996



To Shareholders

EV Marathon High Yield Municipals Fund paid its shareholders monthly 
income dividends totaling $0.318 per share during the six months ended 
July 31, 1996.+ Based on the most recent dividend paid and the Fund's 
net asset value per share of $10.38 on July 31, 1996, the Fund's 
annualized distribution rate at net asset value was 6.17%. To equal this 
rate in a taxable investment, a couple in the 36% Federal tax bracket 
would have to receive 9.64%.

The year started favorably enough, with the Federal Reserve lowering 
short-term interest rates. Investors' optimism was short-lived, however, 
as the Fed indicated its next move would likely be to raise rates. 
Subsequent employment data showed that the labor market was indeed 
tightening.

While job growth has cooled in recent months, the economy has 
nonetheless failed to give a clear indication of its long-term 
direction. Accordingly, the Federal Reserve has effectively put its 
monetary policy on hold, while maintaining a bias toward higher rates.

Despite the uncertainty in the market, there are several reasons we 
believe an investment in municipal bonds continues to represent good 
value for tax-conscious investors. First, while turning in somewhat 
faster growth than expected, the nation's economy remains subdued. GDP 
grew at a revised 4.8% annualized rate in the second quarter -- a 
relatively strong showing -- but one that is unlikely to be continued 
over the balance of the year. By most measures, inflation remains well 
under control. Second, whatever the outcome of the various tax cut proposals 
that have marked the campaign of both major political parties, we believe
it is certain that the tax structure will remain sharply progressive. 
That means that municipal bonds will retain their relative value. 

Fund shares are not guaranteed by the FDIC and are not deposits or other 
obligations of, or guaranteed by, any depository institution. Shares are 
subject to investment risks, including possible loss of principal 
invested. 

[GRAPHIC OF THE CONTINENTAL UNITED STATES OMITTED]

Portfolio Overview
Based on market value as of July 31, 1996

Number of issues                       67
Average quality                        BB+
Investment grade                     39.5%
Effective maturity (years)           16.5

Largest sectors:

Industrial development               25.5%
Hospitals                            22.9
Nursing homes                         9.6
Cogeneration facilities               8.7
Solid waste                           4.6

Third, on the budget front, the deficit has been reduced significantly. 
At present, the deficit as a percentage of GDP is the smallest of all 
industrialized nations, alleviating near-term borrowing needs.

Finally, and perhaps most important of all, the tax burden of our 
citizens is still extraordinarily high. Municipal bonds remain the best 
way for most individuals to relieve that burden and keep more of what 
they work so hard to earn.We believe that, despite the occasional market 
fluctuations, steadfast, long-term outlook is the best way to reap the 
advantages of tax-free investing.

[PHOTO OF THOMAS J. FETTER OMITTED]

Sincerely,

/S/Thomas J. Fetter

Thomas J. Fetter
President
September 10, 1996

+ A portion of the Fund's income could be subject to state, local and/or 
  Federal alternative minimum tax.



Management Report

An interview with Thomas M. Metzold, portfolio manager of the High Yield 
Municipals Portfolio.

Q. Tom, how would you evaluate the municipal market and the Fund's 
performance through the first half of 1996?

A. The bond market has featured some volatility during 1996 in response 
to an uncertain economic outlook and wide fluctuations in interest 
rates. However, the municipal market has managed to outperform the 
taxable market during this six-month period and the high-yield muni 
sector has fared even better. Despite the difficult climate for the bond 
market, the Fund registered a positive total return during the period, 
while many other fixed-income vehicles posted negative returns.

It's especially important to note that municipal bonds have rallied 
significantly since the sharp decline of 1994. As a result, those 
investors who stayed with the municipal market throughout that period 
have fared very well.

Q. Have you made many changes to the Portfolio in the past six months?

A. I've made relatively few changes during the period. We continue our 
fully-invested posture, and with strongly positive cash flow, we've put 
that investment to work. But, in a quiet market such as the past six 
months, I prefer not to initiate change for the sake of mere window 
dressing. Given my market outlook, I'm comfortable with the way the 
Portfolio is structured. Frankly, there has to be a very compelling 
reason to make a change.

Q. There have been some contradictory economic indicators of late. How 
have you dealt with these changing views?

A. The Portfolio's investment mix includes a variety of projects that 
help to insulate the Portfolio from swings in the economy. For example, 
among our industrial development bonds, we own bonds with an exposure to 
a wide range of industries, including the steel sector, energy, 
fertilizers, and retailing. Elsewhere, we've maintained positions in 
transportation-related bonds that finance airport facilities for the 
nation's major airlines. Thus, our cyclical invest-ments are spread 
across a wide economic spectrum.

[PHOTO OF THOMAS M. METZOLD OMITTED]
Caption reads: Thomas M. Metzold

Of course, we also maintain investments in non-cyclical projects, 
including hospitals, assisted living centers, and nursing homes. These 
projects are less economically-sensitive and tend to be influenced more 
by demographic changes and population shifts within their service 
areas. They therefore add another level of diversification and help to 
nicely balance the Portfolio.

Q. Is diversification an important element of your investment process?

A. Yes, diversification is one of the keys to managing the Portfolio. 
To accomplish that end, I rely heavily on our strong analytical 
resources here at Eaton Vance. We try to maintain a Portfolio that 
represents a good cross-section of the market according to industry and 
bond type. We also diversify according to geographical distribution to 
avoid concentrating too much in a single region of the country. Finally, 
there is diversification in terms of maturity distribution. 

"The Fund provides 
the opportunity to 
invest in projects 
across the nation 
that provide vital 
community 
services and help 
rebuild our 
infrastructure."

Q. You mentioned Eaton Vance's research capabilities. Could you expand 
on that theme?

A. Yes. At Eaton Vance, we maintain a strong research effort that 
provides a reliable flow of information, ensures that our standards are 
applied uniformly, and facilitates the monitoring of our investments. By 
applying our own strict investment guidelines, we arrive at a complete 
picture of how a bond stacks up. Only after meeting our internal credit 
standards is a bond considered for the Portfolio.

Q. What is the role of the Eaton Vance analyst?

A. Our analysts visit hundreds of company, state, local, and agency 
officials annually. In additon, they maintain close contact with outside 
research sources and major credit ratings agencies to monitor fiscal 
developments at the state and local level. That way, we can detect which 
situations may present a good opportunity and, equally as important, 
which ones should be avoided. Our analysts study fundamentals regarding 
the overall economic outlook, as well as those developments that may 
impact a specific project. Bond issuers may range from very large state 
general obligations to a relatively small industrial project. Whatever 
the size of the bond, each potential investment is held to an exacting 
set of criteria by Eaton Vance analysts.

Q. What are the main reasons to own High Yield Municipals Fund?

A. In my view, there are several reasons why this fund merits 
consideration. First and foremost, there is its relatively high level of 
tax-exempt income. While, naturally, the Fund's past performance is no 
guarantee of future performance, to enjoy this level of income in a 
taxable investment, an investor would need to invest in B-rated 
corporate bonds. A second reason is that the Portfolio adds a good measure of 
diversification to an investor's overall portfolio, which may include 
equities as well. Over time, one's overall risk may be smoothed out somewhat 
by investing in different asset classes. 

Finally, the Portfolio provides the opportunity to invest in projects across 
the nation that provide vital community services and help make 
improvements to our infrastructure. Investors can have the confidence 
that their investments are benefiting the community at large.

Q. That last point is an interesting one. Can you give an example of 
such a situation?

A. Yes. The Portfolio owns revenue bonds issued by the Downtown Development 
Authority of Atlanta, GA for the The Atlanta Inn for Children. The bonds 
have an 8% coupon and come due in 2026. The bonds are being used to 
finance a daycare facility currently under construction in Atlanta. The 
project is sponsored by a consortium of major hotels, including 
Marriott, Omni, and Hyatt. The center will be managed by Americare Early 
Learning Centers, Inc. and is designed to provide early learning and 
daycare for children of hotel employees, as well as classes in parent-
ing skills. The sponsors of the project have entered into service 
agreements by which they guarantee specific student enrollment and a 
weekly revenue stream. This bond is an excellent example of an 
investment that provides a unique, tax-exempt opportunity for investors 
and is in concert with a project that will provide greatly needed 
services to a community.

[GRAPHIC SKETCH OF THE ATLANTA'S INN FOR CHILDREN OMITTED]

Q. In closing, Tom, what is your outlook for the municipal market?

A. I'm optimistic about the market for several reasons. First, the 
economy continues to muddle along, marked by steady but unspectacular 
growth and low inflation. That is certainly a good scenario for bonds. 
Second, the equity market has again reached record highs without a 
significant correction. That suggests that bonds may be a better value 
at this point than equities. Finally, tax-exempt income continues to 
have great appeal for investors. Municipal bonds represent the last, 
readily available way for taxpayers to reduce their tax burden. For 
these reasons, I believe municipals remain a source of continuing value 
for investors and should merit consideration for their portfolios. 



<TABLE>
<CAPTION>

EV Marathon High Yield Municipals Fund
Financial Statements

Statement of Assets and Liabilities
- --------------------------------------------------------------------------------------------------------
July 31, 1996 (Unaudited)
- --------------------------------------------------------------------------------------------------------
<S>                                                                            <C>         <C>
Assets:
Investment in High Yield Municipals Portfolio (Portfolio), at value (Note 1A)
(identified cost, $82,980,072)                                                               $83,182,338
Receivable for Fund shares sold                                                                  758,887
Receivable from Administrator (Note 4)                                                            23,157
Deferred organization expenses (Note 1D)                                                          38,191
                                                                                             -----------
Total assets                                                                                 $84,002,573

Liabilities:
Dividends payable                                                                $215,592
Payable for Fund shares redeemed                                                   65,764
Payable to affiliate --
Trustees' fees                                                                         14
Accrued expenses                                                                   27,597
                                                                              -----------
Total liabilities                                                                                308,967
                                                                                             -----------
Net Assets for 8,062,507 shares of beneficial interest outstanding                           $83,693,606
                                                                                             ===========


Sources of Net Assets:
Proceeds from sales of shares (including shares issued to shareholders electing
to receive payment of distributions in shares), less cost of shares redeemed                 $83,751,261
Accumulated undistributed net realized loss on investment transactions
(computed on the basis of identified cost)                                                      (255,180)
Unrealized appreciation of investments (computed on the basis of identified cost)                202,266
Accumulated distributions in excess of net investment income                                      (4,741)
                                                                                             -----------
Total                                                                                        $83,693,606
                                                                                             ===========

Net Asset Value, Offering and Redemption Price (Note 6) Per Share
($83,693,606 (divided by) 8,062,507 shares of beneficial interest)                                $10.38
                                                                                                  ======

See notes to financial statements

</TABLE>



<TABLE>
<CAPTION>

Statement of Operations
- --------------------------------------------------------------------------------------------------------
For the Six Months Ended July 31, 1996 (Unaudited)
- --------------------------------------------------------------------------------------------------------
<S>                                                                              <C>        <C>
Investment Income (Note 1B):
Interest income allocated from Portfolio                                                      $2,305,754
Expenses allocated from Portfolio                                                                (27,660)
                                                                                              ----------
Total investment income                                                                       $2,278,094

Expenses --
Compensation of Trustees not members of the Administrator's organization (Note 4)  $1,141
Custodian fee                                                                       1,401
Distribution fees (Note 5)                                                        245,124
Transfer and dividend disbursing agent fees                                        27,020
Printing and postage                                                               16,735
Legal and accounting services                                                       7,450
Registration costs                                                                 32,296
Amortization of organization expenses (Note 1D)                                     4,222
Miscellaneous                                                                      11,206
                                                                               ----------
Total expenses                                                                   $346,595
Deduct:
Preliminary allocation of expenses to the Administrator (Note 4)                   23,157
                                                                               ----------

Net expenses                                                                                     323,438
                                                                                              ----------
Net investment income                                                                         $1,954,656

Realized and Unrealized Loss from Portfolio:
Net realized loss on investments (identified cost basis)                        ($255,180)
Change in unrealized appreciation (depreciation) of investments                  (637,984)
                                                                               ----------
Net realized and unrealized loss on investments                                                 (893,164)
                                                                                              ----------
Net increase in net assets resulting from operations                                          $1,061,492
                                                                                              ==========

See notes to financial statments

</TABLE>



<TABLE>
<CAPTION>

Statements of Changes in Net Assets
- --------------------------------------------------------------------------------------------------------
                                                                               Six Months           Year
                                                                                    Ended          Ended
                                                                            July 31, 1996     January 31,
                                                                              (Unaudited)           1996*
                                                                           -------------- --------------
<S>                                                                          <C>              <C>
Increase (Decrease) in Net Assets:
From operations --
Net investment income                                                          $1,954,656       $565,889
Net realized gain (loss) on investments                                          (255,180)         5,322
Change in unrealized appreciation (depreciation) of investments                  (637,984)       840,250
                                                                              -----------    -----------
Net increase in net assets resulting from operations                           $1,061,492     $1,411,461
                                                                              -----------    -----------

Distributions to shareholders --
From net investment income                                                    ($1,954,656)     ($565,889)
In excess of net investment income                                                 (5,616)       (13,320)
In excess of net realized gain on investments                                      (5,322)            --
                                                                              -----------    -----------
Total distributions to shareholders                                           ($1,965,594)     ($579,209)
                                                                              -----------    -----------

Transactions in shares of capital stock (Note 3) --
Proceeds from sale of shares                                                  $43,352,253    $43,338,440
Net asset value of shares issued to shareholders in payment of 
distributions declared                                                            645,374        201,331
Cost of shares redeemed                                                        (2,919,634)      (852,308)
                                                                              -----------    -----------
Net increase in net assets from Fund share transactions                       $41,077,993    $42,687,463
                                                                              -----------    -----------
Net increase in net assets                                                    $40,173,891    $43,519,715

Net Assets:
At beginning of period                                                         43,519,715             --
                                                                              -----------    -----------
At end of period (including accumulated undistributed (distributions in 
excess of) net investment income of ($4,741) and $875, respectively)          $83,693,606    $43,519,715
                                                                              ===========    ===========

* For the period from the start of business, August 7, 1995, to January 31, 1996.

See notes to financial statements

</TABLE>



<TABLE>
<CAPTION>

Financial Highlights
- --------------------------------------------------------------------------------------------------------
                                                                               Six Months           Year
                                                                                    Ended          Ended
                                                                            July 31, 1996     January 31,
                                                                              (Unaudited)           1996*
                                                                               ----------     ----------
<S>                                                                              <C>           <C>
Net asset value -- Beginning of period                                            $10.650        $10.000
                                                                                  -------        -------
Income from operations:
Net investment income                                                              $0.317         $0.299
Net realized and unrealized gain (loss) on investments                            ($0.268)        $0.657
                                                                                  -------        -------
Total income (loss) from operations                                                $0.049         $0.956
                                                                                  -------        -------
Less distributions:
From net investment income                                                        ($0.317)       ($0.299)
In excess of net investment income                                                ($0.001)       ($0.007)
In excess of net realized gain on investments                                     ($0.001)            --
                                                                                  -------        -------
Total distributions                                                               ($0.319)       ($0.306)
                                                                                  -------        -------
Net asset value -- End of period                                                  $10.380        $10.650
                                                                                  =======        =======

Total Return (2)                                                                     0.52%          9.40%
Ratios/Supplemental Data**:
Net assets, end of period (000's omitted)                                         $83,694        $43,520
Ratio of net expenses to average daily net assets (1)                                1.12%+         0.88%+
Ratio of net expenses to average daily net assets after custodian 
fee reduction (1)                                                                    1.10%+         0.88%+
Ratio of net investment income to average daily net assets                           6.11%+         5.86%+

**The expenses related to the operation of the Fund and Portfolio reflect an assumption of expenses by
  the Administrator or Investment Adviser. Had such actions not been taken, net investment income per
  share and the ratios would have been as follows:

Net investment income per share                                                    $0.282         $0.254
                                                                                  =======        =======

Ratios/Supplemental Data:
Expenses (1)                                                                         1.79%+         1.77%+
Expenses after custodian fee reduction (1)                                           1.77%+         1.77%+
Net investment income                                                                5.44%+         4.97%+

 +  Computed on an annualized basis.
 *  For the period from the start of business, August 7, 1995, to January 31, 1996.
(1) Includes the Fund's share of High Yield Municipals Portfolio's allocated expenses.
(2) Total investment return is calculated assuming a purchase at the net asset value on
    the first day and a sale at the net asset value on the last day of each period reported.
    Dividends and distributions, if any, are assumed to be reinvested at the net asset value
    on the payable date.  Total return is computed on a non-annualized basis.

See notes to financial statements

</TABLE>



Notes to Financial Statements
(Unaudited)

(1) Significant Accounting Policies

EV Marathon High Yield Municipals Fund (the Fund) is a non-diversified 
series of Eaton Vance Municipals Trust II (the Trust). The Trust is an 
entity of the type commonly known as a Massachusetts business trust and 
is registered under the Investment Company Act of 1940, as amended, as 
an open-end management investment company. The Fund invests all of its 
investable assets in interests in High Yield Municipals Portfolio (the 
Portfolio), a New York Trust, having the same investment objective as 
the Fund. The value of the Fund's investment in the Portfolio reflects 
the Fund's proportionate interest in the net assets of the Portfolio 
(65.5% at July 31, 1996). The performance of the Fund is directly 
affected by the performance of the Portfolio. The financial statements 
of the Portfolio, including the portfolio of investments, are included 
elsewhere in this report and should be read in conjunction with the 
Fund's financial statements. The following is a summary of significant 
accounting policies consistently followed by the Fund in the preparation 
of its financial statements. The policies are in conformity with 
generally accepted accounting principles.

A. Investment Valuations --  Valuation of securities by the Portfolio is 
discussed in Note 1 of the Portfolio's Notes to Financial Statements 
which are included elsewhere in this report.

B. Income --  The Fund's net investment income consists of the Fund's 
pro rata share of the net investment income of the Portfolio, less all 
actual and accrued expenses of the Fund determined in accordance with 
generally accepted accounting principles.

C. Federal Taxes --  The Fund's policy is to comply with the provisions 
of the Internal Revenue Code applicable to regulated investment 
companies and to distribute to shareholders each year all of its taxable 
and tax-exempt income, including any net realized gain on investments. 
Accordingly, no provision for federal income or excise tax is necessary. 
Dividends paid by the Fund from net tax-exempt interest on municipal 
bonds allocated from the Portfolio are not includable by shareholders as 
gross income for federal income tax purposes because the Fund and 
Portfolio intend to meet certain requirements of the Internal Revenue 
Code applicable to regulated investment companies which will enable the 
Fund to pay exempt-interest dividends. The portion of such interest, if 
any, earned on private activity bonds issued after August 7, 1986, may 
be considered a tax preference item to shareholders.

D. Deferred Organization Expenses -- Costs incurred by the Fund in 
connection with its organization are being amortized on the straight-
line basis over five years.

E. Expense Reduction -- Investors Bank & Trust Company (IBT) serves as 
custodian of the Fund. Pursuant to the custodian agreement, IBT receives 
a fee reduced by credits which are determined based on the average daily 
cash balance the Fund maintains with IBT. All significant credit 
balances used to reduce the Fund's custodian fees are reported as a 
reduction of expenses in the statement of operations.

F. Use of Estimates  -- The preparation of financial statements in 
conformity with generally accepted accounting principles requires 
management to make estimates and assumptions that affect the reported 
amounts of assets and liabilities at the date of the financial 
statements and the reported amounts of revenue and expense during the 
reporting period. Actual results could differ from those estimates.

G. Other -- Investment transactions are accounted for on a trade date 
basis.

H. Interim Financial Information -- The interim financial statements 
relating to July 31, 1996 and for the six months then ended have not 
been audited by independent certified public accountants, but in the 
opinion of the Fund's management, reflect all adjustments, consisting 
only of normal recurring adjustments, necessary for the fair 
presentation of the financial statements.

(2) Distributions to Shareholders

The net income of the Fund is determined daily, and substantially all of 
the net income so determined is declared as a dividend to shareholders 
of record at the time of declaration.  Distributions are paid monthly.  
Distributions of allocated realized capital gains, if any, are made at 
least annually.  Shareholders may reinvest capital gain distributions in 
additional shares of the Fund at the net asset value as of the ex-
dividend date.  Distributions are paid in the form of additional shares 
or, at the election of the shareholder, in cash.  The Fund distinguishes 
between distributions on a tax basis and a financial reporting basis.

Generally accepted accounting principles require that only distributions 
in excess of tax basis earnings and profits be reported in the financial 
statements as a return of capital. Differences in the recognition or 
classification of income between the financial statements and tax 
earnings and profits which result in over-distributions for financial 
statement purposes are classified as distributions in excess of net 
investment income or accumulated net realized gains.  Permanent 
differences between book and tax accounting relating to distributions 
are reclassified to paid-in capital.

For the six months ended July 31, 1996, $5,322 ($0.001 per share) was 
reclassified from distributions from net investment income to 
distributions from net realized gain on investments.

(3) Shares of Beneficial Interest

The Declaration of Trust permits the Trustees to issue an unlimited 
number of full and fractional shares of beneficial interest (without par 
value).  Transactions in Fund shares were as follows:

                                   Six Months     Year Ended
                                        Ended     January 31,
                                July 31, 1996           1996*
                                -------------   ------------
Sales                               4,198,354      4,146,946
Issued to shareholders 
electing to receive 
payments of distributions in 
Fund shares                            62,940         19,130
Redemptions                          (283,910)       (80,953)
                                   ----------     ----------
Net increase                        3,977,384      4,085,123
                                   ==========     ==========

* For the period from the start of business, August 7, 1995, to January 
31, 1996.

(4) Investment Adviser Fee and Other Transactions with Affiliates

Eaton Vance Management (EVM) serves as the administrator of the Fund, 
but receives no compensation. The Portfolio has engaged Boston 
Management and Research (BMR), a subsidiary of EVM, to render investment 
advisory services. See Note 2 of the Portfolio's Notes to Financial 
Statements which are included elsewhere in this report. To enhance the 
net income of the Fund, $23,157 of expenses related to the operation of 
the Fund were allocated, on a preliminary basis, to EVM. Except as to 
Trustees of the Fund and the Portfolio who are not members of EVM's or 
BMR's organization, officers and Trustees receive remuneration for their 
services to the Fund out of such investment adviser fee. Certain of the 
officers and Trustees of the Fund and Portfolio are officers and 
directors/trustees of the above organizations (Note 5).

(5) Distribution Plan

The Fund has adopted a distribution plan (the Plan) pursuant to Rule 
12b-1 under the Investment Company Act of 1940. The Plan requires the 
Fund to pay the Principal Underwriter, Eaton Vance Distributors, Inc. 
(EVD), amounts equal to 1/365 of 0.75% of the Fund's daily net assets, 
for providing ongoing distribution services and facilities to the Fund. 
The Fund will automatically discontinue payments to EVD during any 
period in which there are no outstanding Uncovered Distribution Charges, 
which are equivalent to the sum of (i) 5% of the aggregate amount 
received by the Fund for shares sold plus, (ii) distribution fees 
calculated by applying the rate of 1% over the prevailing prime rate to 
the outstanding balance of Uncovered Distribution Charges of EVD reduced 
by the aggregate amount of contingent deferred sales charges (see Note 
6) and daily amounts theretofore paid to EVD. The amount payable to EVD 
with respect to each day is accrued on such day as a liability of the 
Fund and, accordingly, reduces the Fund's net assets. The Fund paid or 
accrued $245,124 to or payable to EVD for the six months ended July 31, 
1996, representing 0.75% (annualized) of average daily net assets. At 
July 31, 1996, the amount of Uncovered Distribution Charges of EVD 
calculated under the Plan was approximately $3,844,000.

In addition, the Plan authorizes the Fund to make payments of service 
fees to the Principal Underwriter, Authorized Firms and other persons in 
amounts not exceeding 0.25% of the Fund's average daily net assets for 
each fiscal year. The Trustees have initially implemented the Plan by 
authorizing the Fund to make quarterly payments of service fees to the 
Principal Underwriter and Authorized Firms in amounts not expected to 
exceed 0.25% per annum of the Fund's average daily net assets based on 
the value of Fund shares sold by such persons and remaining outstanding 
for at least one year. Service fee payments are made for personal 
services and/or the maintenance of shareholder accounts. Service fees 
paid to EVD and Authorized Firms are separate and distinct from the 
sales commissions and distribution fees payable by the Fund to EVD, and, 
as such, are not subject to automatic discontinuance where there are no 
outstanding Uncovered Distribution Charges of EVD. The Fund expects to 
begin accruing for its service fee payments during the quarter ending 
September 30, 1996.

Certain officers and Trustees of the Fund are officers or directors of 
EVD.

(6) Contingent Deferred Sales Charge

A contingent deferred sales charge (CDSC) is imposed on any redemption 
of Fund shares made within six years of purchase. Generally, the CDSC is 
based upon the lower of net asset value at date of redemption or date of 
purchase. No charge is levied on shares acquired by reinvestment of 
dividends or capital gain distributions. The CDSC is imposed at 
declining rates that begin at 5% in the case of redemptions in the first 
or second year after purchase, declining one percentage point each 
subsequent year. No CDSC is levied on shares which have been sold to EVM 
or its affiliates or to their respective employees or clients. CDSC 
charges are paid to EVD to reduce the amount of Uncovered Distribution 
Charges calculated under the Fund's Distribution Plan. CDSC charges 
received when no Uncovered Distribution Charges exist will be credited 
to the Fund. EVD received approximately $49,000 of CDSC paid by 
shareholders for the six months ended July 31, 1996.

(7) Investment Transactions

Increases and decreases in the Fund's investment in the Portfolio for 
the six months ended July 31, 1996 aggregated $44,223,913 and 
$4,502,639, respectively.



<TABLE>
<CAPTION>

High Yield Municipals Portfolio

Portfolio of Investments
July 31, 1996
(Unaudited)
- -------------------------------------------------------------------------------------------------------------------------
Tax-Exempt Investments -- 100%
- -------------------------------------------------------------------------------------------------------------------------
          <S>     <C>                                                                                         <C>
                   Assisted Living -- 3.8%
           $2,500  Arizona Health Facilities Authority, Care Institute-Mesa Project, 7.625%, 1/1/26            $2,265,825
            1,000  Chester County, Pennsylvania, IDA, Senior LifeChoice of Kimberton (AMT), 8.5%,
                   9/1/25                                                                                       1,018,770
            1,600  Delaware County, Pennsylvania, Industrial Development Authority, Senior
                   Quarters at Glen Riddle Project (AMT), 8.625%, 9/1/25                                        1,600,400
                                                                                                             ------------
                                                                                                               $4,884,995
                                                                                                             ------------
                   Cogeneration Facilities -- 8.7%
           $3,500  Maryland Energy Cogeneration, AES Warrior Run Project (AMT), 7.4%, 9/1/19                   $3,639,160
            3,500  Palm Beach County, Florida, Osceola Power Project (AMT), 6.95%, 1/1/22                       3,208,730
            3,500  Pennsylvania Economic Development Financing Authority, Northampton
                   Generating Project (AMT), 6.6%, 1/1/19                                                       3,315,305
            1,000  Pennsylvania Economic Development Finance Authority, Northampton
                   Generating Project-Subordinated (AMT), 6.875%, 1/1/11                                          968,710
                                                                                                             ------------
                                                                                                              $11,131,905
                                                                                                             ------------
                   Colleges & Universities -- 1.6%
           $2,000  New Hampshire Higher Educational and Health Facilities Authority, Colby-Sawyer
                   College, 7.5%, 6/1/26                                                                       $2,024,720
                                                                                                             ------------
                   Escrowed -- 4.3%
           $1,400  Colorado Health Facilities Authority, Liberty Heights Project, 0%, 7/15/20                    $266,868
            2,995  Colorado Health Facilities Authority, Liberty Heights Project, 0%, 7/15/22                     484,831
           10,000  Dawson Ridge Metropolitan District #1, Douglas County, Colorado, 0%, 10/1/22                 1,592,100
            3,500  Dawson Ridge Metropolitan District #1, Douglas County, Colorado, 0%, 10/1/22                   557,235
            3,295  Illinois Development Finance Authority, Regency Park Project, 0%, 7/15/25                      420,244
            1,000  Montgomery County, Pennsylvania, United Hospitals, 8.375%, 11/1/11                           1,131,680
            1,000  Montgomery County, Pennsylvania, United Hospitals, 7.5%, 11/1/15                             1,088,880
                                                                                                             ------------
                                                                                                               $5,541,838
                                                                                                             ------------
                   Hospitals -- 22.9%
           $2,500  Hidalgo County, Texas, Health Services Corp., Mission Hospital, Inc., 6.875%, 8/15/26       $2,492,025
            3,000  Louisiana Public Finance Authority, General Health Systems Project, 6.8%, 11/1/16            2,993,010
            3,000  Lufkin, Texas, Memorial Health System, 6.875%, 2/15/26                                       2,998,020
            3,000  Massachusetts Health and Education Facilities Authority, Sisters of Providence
                   Hospital, 6.625%, 11/15/22                                                                   2,935,680
            3,000  Massachusetts Health and Education Facilities Authority, Milford-Whitinsville Hospital       3,089,190
                   7.75%, 7/15/17
            1,000  Michigan State Hospital Finance Authority, Central Michigan Community Hospital, 6.25%,
                   10/1/27                                                                                        940,100
              275  Missouri Health and Education Facilities Authority, Jefferson Memorial Hospital, 6%,
                   8/15/23                                                                                        246,703
            1,950  Missouri Health and Education Facilities Authority, Jefferson Memorial Hospital
                   Association Project, 6.8%, 5/15/25                                                           1,939,957
                   Hospitals  (Continued)
            2,205  Philadelphia, Pennsylvania, Graduate Health System, 6.625%, 7/1/21                           2,130,603
            2,650  Prince George's, Maryland, Greater Southeast Health, 6.375%, 1/1/23                          2,442,691
            1,000  San Bernadino, California, San Bernadino Community Hospital, 7.875%, 12/1/08                 1,006,050
            1,325  San Bernadino, California, San Bernadino Community Hospital, 7.875%, 12/1/19                 1,333,016
            1,500  Scranton-Lackawanna, Pennsylvania, Moses Taylor Hospital, 8.5%, 7/1/20                       1,604,445
            1,500  Vermont Health & Education, Northwest Medical Center Project, 6.25%, 9/1/18                  1,430,940
            1,500  Wells County, Indiana, Caylor-Nickel Medical Center, 8.75%, 4/15/12                          1,696,965
                                                                                                             ------------
                                                                                                              $29,279,395
                                                                                                             ------------
                   Housing -- 1.9%
           $2,500  Lucas County, Ohio, EDA, County Creek Project (AMT), 8%, 7/1/26                             $2,377,775
                                                                                                             ------------
                   Industrial Development Revenue Bonds -- 25.5%
           $2,000  Camden County, New Jersey, Holt Hauling and Warehousing System, Inc. Project (AMT),
                   9.875%, 1/1/21                                                                              $2,011,020
            2,000  Florence County, Kentucky, IDR, Stone Container Co., 7.375%, 2/1/07                          2,046,700
            3,000  Gulf Coast Waste Disposal, Texas, Champion International Corporation (AMT),
                   6.875%, 12/1/28                                                                              3,093,720
            2,700  Hancock County, Kentucky, Southwire Co. Project (AMT), 7.75%, 7/1/25                         2,756,483
            2,500  Kansas City, Missouri, IDA, AFCO Cargo MCI (AMT), 8.5%, 1/1/17                               2,708,800
            1,000  Michigan Strategic, PCR, Roseville K-Mart Co., 6.25%,10/1/06                                   904,790
            3,500  Michigan Strategic, PCR, S.D. Warren Series-87C (AMT), 7.375%, 1/15/22                       3,544,240
            1,000  Mobile, Alabama, IDA, Mobile Energy Project, 6.95%, 1/1/20                                   1,032,800
            1,135  New Albany, Indiana, IDA, K-Mart Co., 7.4%, 6/1/06                                           1,118,531
            2,750  New Hampshire Business Finance Authority, Crown Paper Co. (AMT), 7.875%, 7/1/26              2,779,563
            1,500  New Jersey EDA, Holt Hauling and Warehousing System, Inc. (AMT), 9.75%, 12/15/16             1,554,480
              500  New Jersey EDA, 777 Pattison Ave., Inc. (AMT), 8.95%, 12/15/18                                 521,935
            2,500  State of Ohio Solid Waste, Republic Engineered Steel, Inc. Project (AMT), 9%, 6/1/21         2,568,450
              500  Philadelphia, Pennsylvania, IDA, Refrigerated Enterprises (AMT), 9.05%, 12/1/19                528,890
            3,345  Riverdale Village, Illinois, IDA, ACME Metals, Inc. Project (AMT), 7.95%, 4/1/25             3,374,771
            2,000  Tooele County, Utah, IDA, Laidlaw/USPCI Incineration, Inc. (AMT), 6.75%, 8/1/10              2,054,460
                                                                                                             ------------
                                                                                                              $32,599,633
                                                                                                             ------------
                   Insured Water and Sewer -- 2.1%
           $3,000  Detroit, Michigan, Sewer Revenue, (FGIC), Variable Rate, 7/1/23 (1)                         $2,737,500
                                                                                                             ------------
                   Lease/Certificates of Participation -- 1.5%
           $9,190  Los Angeles, California, COP, Disney Parking Project, 0%, 9/1/19                            $1,877,425
                                                                                                             ------------
                   Life Care -- 2.8%
           $3,500  Delaware County, Pennsylvania, White Horse Village, 7.3%, 7/1/14                            $3,510,675
                                                                                                             ------------
                   Miscellaneous -- 1.7%
           $2,300  Atlanta, Georgia, Downtown Development Authority, Central Atlanta Hospitality
                   Childcare, Inc., 8%, 1/1/26                                                                 $2,178,468
                                                                                                             ------------
                   Multi-Purpose Utilities -- 3.5%
           $2,500  New York State Energy, Research and Development Authority, Long Island Lighting Co.
                   (AMT), 7.15%, 9/1/19                                                                        $2,493,900
            2,000  Southern California Public Power Authority, Variable Rate, 7/1/12 (1)                        2,010,000
                                                                                                             ------------
                                                                                                               $4,503,900
                                                                                                             ------------
                   Nursing Homes -- 9.6%
           $1,500  Cuyahoga County, Ohio, Health Care Facilities, Judson Retirement Community, 8.875%,
                   7/1/12                                                                                       1,614,915
            1,250  Greene County, Ohio, IDA, Fairview Extended Care-91, 10.125%, 1/1/11                         1,411,725
            1,850  Massachusetts Health & Education Facilities Authority, Fairview Extended Care,
                   10.125%,1/1/11                                                                               2,089,353
            2,500  Massachusetts Industrial Finance Authority, AGE Institute of Massachusetts, 8.05%, 11/       2,471,775
            1,000  Mississippi Business Finance Corp., Magnolia Health Care-95A, 7.99%, 7/1/25                    973,540
            2,175  Missouri Economic Development Authority, Beverly Enterprises, Inc., 8%, 12/1/02              2,257,324
            1,250  Wilkins Area, Pennsylvania, IDA, Fairview Extended Care, 10.25%, 1/1/21                      1,417,525
                                                                                                             ------------
                                                                                                              $12,236,157
                                                                                                             ------------
                   Pooled Loans -- 1.6%
           $2,000  Osceola County, Florida, IDA, Community Pooled Loan-93, 7.75%, 7/1/17                       $2,011,240
                                                                                                             ------------
                   Solid Waste -- 4.6%
          $10,090  Mercer County, New Jersey, Solid Waste Improvement Bonds (AMT), 0%, 4/1/15                  $2,403,337
            3,500  Robbins, Cook County, Illinois, Resource Recovery-94B (AMT), 9.25%, 10/15/14                 3,412,500
                                                                                                             ------------
                                                                                                               $5,815,837
                                                                                                             ------------
                   Transportation -- 3.9%
           $1,500  Denver, Colorado, Special Facilities Airport Revenue Bonds, United Airlines
                   Project (AMT), 6.875%, 10/1/32                                                              $1,526,460
              500  Eagle County, Colorado, Airport Terminal Project, 7.5%, 5/1/21                                 511,750
           10,000  San Joaquin Hills, California, Toll Roads, 0%, 1/1/25                                        1,500,600
           10,000  San Joaquin Hills, California, Toll Roads, 0%, 1/1/26                                        1,403,600
                                                                                                             ------------
                                                                                                               $4,942,410
                                                                                                             ------------
                   Total Tax-Exempt Investments (identified cost $127,211,380)                               $127,653,873
                                                                                                             ============

(1)  The above designated securities have been issued as inverse floater bonds.
AMT -- Interest earned from these securities may be considered a tax preference item for purpose of the Federal 
Alternative Minimum Tax.

At July 31, 1996, the concentration of the Portfolio's investments in various states
determined as a percentage of total investments is as follows:

                   Pennsylvania                                                                                   14.40%
                   Others, representing less than 10% individually                                                85.60%

See notes to financial statements

</TABLE>



<TABLE>
<CAPTION>

High Yield Municipals Portfolio

Financial Statements
Statement of Assets and Liabilities
- ----------------------------------------------------------------------------------------------------------------------
July 31, 1996 (Unaudited)
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>                 <C>
Assets:
Investments, at value (Note 1A) (identified cost, $127,211,380)                                           $127,653,873
Cash                                                                                                            60,280
Receivable for investments sold                                                                                985,227
Interest receivable                                                                                          1,672,766
Deferred organization expenses (Note 1D)                                                                         9,990
                                                                                                          ------------
Total assets                                                                                              $130,382,136
Liabilities:
Demand note payable (Note 5)                                                               $3,308,000
Payable to affiliate --
Trustees' fees                                                                                    564
Accrued expenses                                                                                7,535
                                                                                         ------------
Total liabilities                                                                                            3,316,099
                                                                                                          ------------
Net Assets applicable to investors' interest in Portfolio                                                 $127,066,037
                                                                                                          ============

Sources of Net Assets:
Net proceeds from capital contributions and withdrawals                                                   $126,623,544
Unrealized appreciation of investments (computed on the basis of identified cost)                              442,493
                                                                                                          ------------
Total                                                                                                     $127,066,037
                                                                                                          ============

See notes to financial statements

</TABLE>



<TABLE>
<CAPTION>

Statement of Operations
- ----------------------------------------------------------------------------------------------------------------------
For the Six Months Ended July 31, 1996 (Unaudited)
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>           <C>
Investment Income:
Interest income                                                                                             $3,662,446
Expenses --
Investment adviser fee (Note 2)                                                              $304,120
Compensation of Trustees not members of the
Investment Adviser's organization (Note 2)                                                      3,925
Custodian fee                                                                                  13,760
Legal and accounting services                                                                  21,649
Amortization of organization expenses (Note 1D)                                                   200
Miscellaneous                                                                                  14,198
                                                                                           ----------
Total expenses                                                                               $357,852
                                                                                           ----------
Deduct --
Preliminary reduction of investment advisor fee (Note 2)                                     $302,904
Deduct reduction of custodian fee (Note 1H)                                                    10,948
                                                                                           ----------
Total                                                                                        $313,852
                                                                                           ----------
Net expenses                                                                                                    44,000
                                                                                                            ----------
Net investment income                                                                                       $3,618,446


Realized and Unrealized Loss on Investments:
Net realized loss on investments (identified cost basis)                                    ($405,635)
Change in unrealized appreciation (depreciation) of investments                            (1,209,116)
                                                                                           ----------
Net realized and unrealized loss on investments                                                             (1,614,751)
                                                                                                            ----------
Net increase in net assets resulting from operations                                                        $2,003,695
                                                                                                            ==========

See notes to financial statements

</TABLE>



<TABLE>
<CAPTION>

Statements of Changes in Net Assets
- ----------------------------------------------------------------------------------------------------------------------
                                                                                           Six Months             Year
                                                                                                Ended            Ended
                                                                                        July 31, 1996       January 31,
                                                                                          (Unaudited)             1996*
                                                                                       --------------   --------------
<S>                                                                                       <C>            <C>
Increase (Decrease) in Net Assets:
From operations --
Net investment income                                                                      $3,618,446       $1,186,284
Net realized gain (loss) on investments                                                      (405,635)           9,767
Change in unrealized appreciation (depreciation) of investments                            (1,209,116)       1,651,609
                                                                                         ------------      -----------
Net increase in net assets resulting from operations                                       $2,003,695       $2,847,660
                                                                                         ------------      -----------
Capital transactions --
Contributions                                                                             $61,611,160      $71,481,492
Withdrawals                                                                                (8,626,285)      (2,351,685)
                                                                                         ------------      -----------
Increase in net assets resulting from capital transactions                                $52,984,875      $69,129,807
                                                                                         ------------      -----------
Total increase in net assets                                                              $54,988,570      $71,977,467
Net Assets:
At beginning of period                                                                     72,077,467          100,000
                                                                                         ------------      -----------
At end of period                                                                         $127,066,037      $72,077,467
                                                                                         ============      ===========

* For the period from the start of business, August 7, 1995, to January 31, 1996.

- ----------------------------------------------------------------------------------------------------------------------
Supplementary Data
- ----------------------------------------------------------------------------------------------------------------------
                                                                                           Six Months             Year
                                                                                                Ended            Ended
                                                                                        July 31, 1996       January 31,
                                                                                           (Unaudited)            1996*
                                                                                       --------------   --------------
Ratios (as a percentage of average daily net assets)**:
Expenses                                                                                         0.11%+           0.06%+
Expenses after custodian fee reduction                                                           0.09%+           0.06%+
Net investment income                                                                            7.18%+           6.95%+
Portfolio Turnover                                                                                 26%              32%

** The operating expenses of the Portfolio reflect a reduction of the investment adviser fee. Had such action
   not been taken, the ratios would have been as follows:

Ratios (as a percentage of average daily net assets):
Expenses                                                                                         0.71%+           0.71%+
Expenses after custodian fee reduction                                                           0.69%+           0.71%+
Net investment income                                                                            6.57%+           6.30%+

+ Annualized.
* For the period from the start of business, August 7, 1995, to January 31, 1996.

See notes to financial statements

</TABLE>



Notes to Financial Statements
(Unaudited)

(1) Significant Accounting Policies

High Yield Municipals Portfolio (the Portfolio) is registered under the 
Investment Company Act of 1940 as a non-diversified open-end management 
investment company.  The Portfolio, which was organized as a trust under 
the laws of the State of New York on May 1, 1995, seeks to provide high 
current income exempt from regular federal income tax. The Declaration 
of Trust permits the Trustees to issue interests in the Portfolio. The 
following is a summary of significant accounting policies of the 
Portfolio. The policies are in conformity with generally accepted 
accounting principles. 

A.Investment Valuations -- Municipal bonds are normally valued on the 
basis of valuations furnished by a pricing service. Taxable obligations, 
if any, for which price quotations are readily available are normally 
valued at the mean between the latest bid and asked prices. Futures 
contracts listed on commodity exchanges are valued at closing settlement 
prices. Short-term obligations, maturing in sixty days or less, are 
valued at amortized cost, which approximates value. Investments for 
which valuations or market quotations are unavailable are valued at fair 
value using methods determined in good faith by or at the direction of 
the Trustees.

B.Income -- Interest income is determined on the basis of interest 
accrued, adjusted for amortization of premium or discount when required 
for federal income 
tax purposes.

C.Income Taxes -- The Portfolio is treated as a partnership for Federal 
tax purposes. No provision is made by the Portfolio for federal or state 
taxes on any taxable income of the Portfolio because each investor in 
the Portfolio is ultimately responsible for the payment of any taxes. 
Since some of the Portfolio's investors are regulated investment 
companies that invest all or substantially all of their assets in the 
Portfolio, the Portfolio normally must satisfy the applicable source of 
income and diversification requirements (under the Internal Revenue 
Code) in order for its investors to satisfy them. The Portfolio will 
allocate at least annually among its investors each investor's 
distributive share of the Portfolio's net taxable (if any) and tax-
exempt investment income, net realized capital gains, and any other 
items of income, gain, loss, deduction or credit. Interest income 
received by the Portfolio on investments in municipal bonds, which is 
excludable from gross income under the Internal Revenue Code, will 
retain its status as income exempt from Federal income tax when 
allocated to the Portfolio's investors. The portion of such interest, if 
any, earned on private activity bonds issued after August 7, 1986 may be 
considered a tax preference item for investors.

D.Deferred Organization Expenses -- Costs incurred by the Portfolio in 
connection with its organization are being amortized on the straight-
line basis over five years.

E.Financial Futures Contracts -- Upon the entering of a financial 
futures contract, the Portfolio is required to deposit ("initial 
margin") either in cash or securities an amount equal to a certain 
percentage of the purchase price indicated in the financial futures 
contract. Subsequent payments are made or received by the Portfolio 
("margin maintenance") each day, dependent on the daily fluctuations in 
the value of the underlying security, and are recorded for book purposes 
as unrealized gains or losses by the Portfolio. The Portfolio's 
investment in financial futures contracts is designed only to hedge 
against anticipated future changes in interest rates. Should interest 
rates move unexpectedly, the Portfolio may not achieve the anticipated 
benefits of the financial futures contracts and may realize a loss.

F.Legal Fees -- Legal fees and other related expenses incurred as part 
of negotiations of the terms and requirements of capital infusions, or 
that are expected to result in the restructuring of or a plan of 
reorganization for an investment are recorded as realized losses. 
Ongoing expenditures to protect or enhance an investment are treated as 
operating expenses.

G.When-issued and Delayed Delivery Transactions --  The Portfolio may 
engage in when-issued and delayed delivery transactions. The Portfolio 
records when-issued securities on trade date and maintains security 
positions such that sufficient liquid assets will be available to make 
payments for the securities purchased. Securities purchased on a when-
issued or delayed delivery basis are marked to market daily and begin 
accruing interest on settlement date.

H.Expense Reduction -- Investors Bank & Trust Company (IBT) serves as 
custodian of the Portfolio. Pursuant to the custodian agreement, IBT 
receives a fee reduced by credits which are determined based on the 
average daily cash balance the Portfolio maintains with IBT. All 
significant credit balances used to reduce the Portfolio's custodian 
fees are reported as a reduction of expenses in the statment of 
operations.

I.Use of Estimates -- The preparation of financial statements in 
conformity with generally accepted accounting principles requires 
management to make estimates and assumptions that affect the reported 
amounts of assets and liabilities at the date of the financial 
statements and the reported amounts of revenue and expense during the 
reporting period. Actual results could differ from those estimates.

J.Other -- Investment transactions are accounted for on a trade date 
basis.

K.Interim Financial Information -- The interim financial statements 
relating to July 31, 1996 and for the six months then ended have not 
been audited by independent certified public accountants, but in the 
opinion of the Portfolio's management, reflect all adjustments, 
consisting only of normal recurring adjustments, necessary for the fair 
presentation of the financial statements.

(2)Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research 
(BMR), a wholly-owned subsidiary of Eaton Vance Management (EVM), as 
compensation for management and investment advisory services rendered to 
the Portfolio. The fee is based upon a percentage of average daily net 
assets plus a percentage of gross income (i.e. income other than gains 
from the sale of securities). For the six months ended July 31, 1996, 
the fee was equivalent to 0.60% (annualized) of the Portfolio's average 
net assets for such period and amounted to $304,120. To enhance the net 
income of the Portfolio, BMR made a preliminary reduction of its fee in 
the amount of $302,904. Except as to Trustees of the Portfolio who are 
not members of EVM's or BMR's organization, officers and Trustees 
receive remuneration for their services to the Portfolio out of such 
investment adviser fee. Certain of the officers and Trustees of the 
Portfolio are officers and directors/trustees of the above 
organizations.

Trustees of the Portfolio that are not affiliated with the Investment 
Adviser may elect to defer receipt of all or a percentage of their 
annual fees in accordance with the terms of the Trustees Deferred 
Compensation Plan. For the six months ended July 31, 1996, no 
significant amounts have been deferred.

(3)Investments

Purchases and sales of investments, other than U.S. Government 
securities and short term obligations, aggregated $83,108,151 and 
$25,803,085, respectively.

(4)Federal Income Tax Basis of Investments

The cost and unrealized appreciation/depreciation in value of the 
investments owned at July 31, 1996, as computed on a federal income tax 
basis, were as follows:

Aggregate cost                       $127,211,380
                                     ============
Gross unrealized appreciation          $1,797,573
Gross unrealized depreciation           1,355,080
                                     ------------
     Net unrealized appreciation        $ 442,493
                                     ============

(5)Line of Credit

The Portfolio participates with other portfolios and funds managed by 
BMR and EVM in a $120 million unsecured line of credit agreement with a 
bank. The line of credit consists of a $20 million committed facility 
and a $100 million discretionary facility. Borrowings will be made by 
the Portfolio solely to facilitate the handling of unusual and/or 
unanticipated short-term cash requirements. Interest is charged to each 
portfolio or fund based on its borrowings at an amount above either the 
bank's adjusted certificate of deposit rate, a variable adjusted 
certificate of deposit rate, or a federal funds effective rate. In 
addition, a fee computed at an annual rate of 1/4 of 1% on the $20 
million committed facility and on the daily unused portion of the $100 
million discretionary facility is allocated among the participating 
portfolios and funds at the end of each quarter. The Portfolio did not 
have any significant borrowing or allocated fees during the six months 
ended July 31, 1996. At July 31, 1996, the Portfolio had a loan balance 
outstanding pursuant to this line of credit of $3,308,000.

(6)Financial Instruments

The Portfolio regularly trades in financial instruments with off-balance 
sheet risk in the normal course of its investing activities to assist in 
managing exposure to various market risks. These financial instruments 
include written options and futures contracts and may involve, to a 
varying degree, elements of risk in excess of the amounts recognized for 
financial statement purposes.

The notional or contractual amounts of these instruments represent the 
investment the Portfolio has in particular classes of financial 
instruments and does not necessarily represent the amounts potentially 
subject to risk. The measurement of the risks associated with these 
instruments is meaningful only when all related and offsetting 
transactions are considered. The Portfolio did not have any open 
obligations under these financial instruments at July 31, 1996.



Investment Management

EV Marathon
High Yield
Municipals Fund
24 Federal Street
Boston, MA 02110


Officers

Thomas J. Fetter
President

James B. Hawkes
Vice President, Trustee

Robert B. MacIntosh
Vice President

James L. O'Connor
Treasurer

Thomas Otis
Secretary


Independent Trustees

Donald R. Dwight
President, Dwight Partners, Inc.
Chairman, Newspapers of
New England, Inc.

Samuel L. Hayes, III
Jacob H. Schiff Professor of
Investment Banking, Harvard
University Graduate School of
Business Administration

Norton H. Reamer
President and Director, United Asset
Management Corporation

John L. Thorndike
Director, Fiduciary 
Company Incorporated

Jack L. Treynor
Investment Adviser and Consultant


High Yield
Municipals
Portfolio
24 Federal Street
Boston, MA 02110

Officers

Thomas J. Fetter
President

James B. Hawkes
Vice President, Trustee

Thomas M. Metzold
Vice President
and Portfolio Manager

James L. O'Connor
Treasurer

Thomas Otis
Secretary


Independent Trustees

Donald R. Dwight
President, Dwight Partners, Inc.
Chairman, Newspapers of
New England, Inc.

Samuel L. Hayes, III
Jacob H. Schiff Professor of
Investment Banking, Harvard
University Graduate School of
Business Administration

Norton H. Reamer
President and Director, United Asset
Management Corporation

John L. Thorndike
Director, Fiduciary 
Company Incorporated

Jack L. Treynor
Investment Adviser and Consultant



[THIS PAGE INTENTIONALLY LEFT BLANK]



Investment Adviser of
High Yield Municipals Portfolio

Boston Management and Research
24 Federal Street
Boston, MA 02110

Administrator of
EV Marathon High Yield 
Municipals Fund

Eaton Vance Management
24 Federal Street
Boston, MA 02110

Principal Underwriter

Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(617) 482-8260

Custodian

Investors Bank & Trust Company
89 South Street
P.O. Box 1537
Boston, MA 02205-1537

Transfer Agent

First Data Investors Services Group
Attn: Eaton Vance Funds
P.O. Box 5123
Westborough, MA 01581-5123
(800) 262-1122

This report must be preceded or accompanied by a current prospectus 
which contains more complete information on the Fund, including its 
distribution plan, sales charges and expenses. Please read the prospectus 
carefully before you invest or send money.

EV Marathon
High Yield Municipals Fund
24 Federal Street
Boston, MA 02110                 M-HYSRC-9/96


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