SPECIAL INVESTMENT PORTFOLIO
N-30D, 1997-03-06
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<PAGE>


                              INVESTMENT ADVISER OF
                                 STOCK PORTFOLIO
                         Boston Management and Research
                                24 Federal Street
                                Boston, MA 02110

                                ADMINISTRATOR OF
                                   EV CLASSIC
                                   STOCK 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 AND DIVIDEND
                                DISBURSING AGENT
                       First Data Investor Services Group
                             Attn: Eaton Vance Funds
                                  P.O. Box 5123
                           Westborough, MA 01581-5123

                             INDEPENDENT ACCOUNTANTS
                             Coopers & Lybrand L.L.P.
                             One Post Office Square
                                Boston, MA 02109
                                Boston, MA 02104

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 CLASSIC STOCK FUND
24 FEDERAL STREET
BOSTON, MA 02110

                                                                    C-STSRC-2/97

                                     [logo]

                                   EV CLASSIC
                                      STOCK
                                      FUND

                            Annual Shareholder Report
                                December 31, 1996

<PAGE>

                                 To Shareholders

We are pleased to report that during the year ended December 31, 1996, EV
Classic Stock Fund had a total return of 17.3%. This return, which did not
include the maximum 1% contingent deferred sales charge (CDSC), resulted from an
increase in net asset value to $12.94 per share from $12.04 per share, and the
reinvestment of $0.040 in income dividends and $1.115 per share in capital gain
distributions.

By comparison, the average total return for mutual funds in the Lipper Growth &
Income Funds Category,* a group of 523 mutual funds investing in growth and
income stocks, was 20.8% during the year. The S&P 500,* an unmanaged index of
common stocks, recorded a total return of 22.9% for the same period.

According to the U.S. Commerce Department's quarterly Gross Domestic Product
(GDP) report, which totals the value of all goods and services produced in the
U.S., the economy experienced a year of respectable growth, low inflation, and
rising employment in 1996. This advantageous mix of economic factors helped
produce another good year for stock market investors.

The annualized GDP was 2.0%, 4.7%, 2.1%, and 4.7% for the four quarters of 1996.
Inflation, as measured by the Consumer Price Index (CPI), was 3.3% for the year
(not seasonally adjusted). Unemployment remained a low 5.3% in December.

Led by large capitalization, blue chip stocks, the stock market performed very
well for a second straight year. The Dow Jones Industrial Average,* a key blue
chip stock barometer, dropped by roughly 10% in July, but rallied to record
highs through the second half of the year to gain 28.8% by December 31. In the
pages that follow, Portfolio Manager Duncan W. Richardson provides a more
detailed commentary on the stock market and the Fund's performance during the
year.

*It is not possible to invest directly in an index or a Lipper Category.

- -------------------------------------------------------------------------------
                            EV CLASSIC STOCK FUND
                    THE 10 LARGEST COMMON STOCK HOLDINGS*
            Eastman Kodak Co. .................... Photography
            Intel Corp. ....................... Semiconductors
            Conagra, Inc. ........................ Agriculture
            BoeingCo. ...................... Aerospace-Defense
            Allstate Corp. ......................... Insurance
            Triton Energy Ltd. ........................ Energy
            Crown Cork &Seal, Inc. ................ Containers
            Nokia Corp. ADR .......... Electronics-Instruments
            Citicorp ................................. Banking
            Home Depot, Inc. ........ Retail-Consumer services
 
*By market value as of 12/31/96. Holdings may change due to active management.

- -------------------------------------------------------------------------------

Although past performance is no guarantee of future returns, Eaton Vance
believes that investing in a combination of income-producing and growth stocks
will provide solid returns over the long term.

[ Photo  ]      Sincerely,
[        ]
[  of    ] /s/ James B. Hawkes
[        ]
[James B.]     James B. Hawkes
[ Hawkes ]     President
[        ]     February 7, 1997

- -------------------------------------------------------------------------------
             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.
- -------------------------------------------------------------------------------
<PAGE>
                                Management Report

An interview with Duncan W. Richardson, Vice President and Portfolio Manager of
Stock Portfolio.

Q.  CONGRATULATIONS ON ANOTHER GOOD YEAR. WHAT WERE THE MAIN CHARACTERISTICS OF
    1996 FROM AN INVESTMENT STANDPOINT?

A.  1996 was another strong year for the equity markets, on top of a very good
    year in 1995. Together, 1995 and 1996 rank as two of the best consecutive
    years in the Stock Portfolio's history. As the market continued its
    expansion, certain sectors experienced an increase in volatility. Technology
    stocks, for example, rallied into May, corrected more than other sectors in
    the July downturn, and then, on a selective basis, came back very strongly
    toward the end of the year. Fortunately, the stocks with the best
    performance in 1996 were the high-quality, large capitalization companies in
    which this Portfolio invests.

Q.  THIS FUND'S RETURN EXCEEDED THAT OF THE AVERAGE EQUITY FUND. TO WHAT DO YOU
    ATTRIBUTE THIS SUCCESS?

A.  It was probably a combination of our selling discipline, which protects us
    on the downside and helps preserve capital, and our opportunism in adding
    to existing positions or acquiring new ones. Some funds were hurt by holding
    certain volatile sectors, such as technology, at the wrong time. This Fund
    establishes long-term core positions but actively manages them, taking some
    profits and reinvesting when the opportunities arise. Hence, rather than
    riding the ups and downs of the market, the Fund seeks to take advantage of
    buying and selling opportunities in an effort to produce better performance
    from its holdings.

Q.  ARE THERE ANY COMPANIES THAT YOU WOULD LIKE TO HIGHLIGHT     [ Photo of   ]
    FOR SHAREHOLDERS READING THIS REPORT?                        [ Duncan W.  ]
                                                                 [ Richardson ]
A.  Duracell is an excellent example. We initiated our           [            ]
    position in this company on the basis of the underlying        DUNCAN W.
    growth potential and then continued to add to                  RICHARDSON
    our position. Our positive viewpoint was shared by
    Gillette, who recently acquired the company at a premium for stock. As a
    non-taxable transaction, this became a double win for shareholders.

    Other examples of long-term opportunities include Potash, Triton Energy, and
    Crown Cork and Seal. Potash, a recent addition to the Portfolio, makes
    fertilizer and, over the next several years, should capitalize on the demand
    from developing countries for this product. Potash's share price has
    appreciated 29% in the past six months, but more importantly, the company
    appears to have very good growth prospects. Triton Energy is an
    international oil exploration and production company, while Crown Cork and
    Seal, after a recent merger, is the largest container manufacturer in the
    world. All four of these companies fit our model of growth companies that
    are well-positioned in their industries, with worldwide market
    opportunities.

Q.  HOW MUCH OF A GLOBAL PRESENCE DO THE HOLDINGS IN THIS FUND HAVE?

A.  For the Fund in general, we like companies which have opportunities to grow
    their businesses overseas, particularly if those opportunities are not fully
    reflected in the stock price. Most of our current top holdings fall into
    this category, including Intel, Citicorp, Nokia, Bank of Boston, Eli Lilly,
    Boeing, Duracell, Procter &Gamble, and Xerox - just to name a few.

Q.  DOES THIS PORTFOLIO HAVE A GREAT DEAL OF TURNOVER?

A.  The turnover rate has been somewhat higher than normal in recent years
    simply because the market has been more volatile. Some stocks have performed
    far better than we expected in a short period of time. As our targets were
    met, I have taken gains and reinvested in other opportunities.


- -------------------------------------------------------------------------------
 HIGH-QUALITY STOCK HOLDINGS REAPED            WHILE INVESTING IN A DIVERSIFIED
BENEFITS OF BLUE CHIP RALLY IN 1996...            ARRAY OF ECONOMIC SECTORS...

HYPOTHETICAL INVESTMENTS OF $10,000
 IN DOW JONES INDUSTRIAL AVERAGE AND          SECTOR BREAKDOWN AS OF 12/31/96*
   THE RUSSELL 2000 STOCK INDEX+

            Dow Jones    Russell              FINANCE & INSURANCE          12.5%
           Industrial     2000                CONSUMER NON-DURABLES        12.0%
             Average     Index                HEALTH CARE                  10.4%
          -----------    ------               BUSINESS PRODUCTS & SERVICES  9.2%
12/31/95    $10,000     $10,000               REITs                         6.8%
 1/31/96    $10,564     $10,062               BANKS                         5.2%
 2/29/96    $10,761     $10,301               RETAIL                        4.6%
 3/31/96    $10,980     $10,514               ENERGY                        4.3%
 4/30/96    $10,966     $11,072               SEMICONDUCTORS                3.7%
 5/31/96    $11,133     $11,509               AEROSPACE                     3.0%
 6/30/96    $11,177     $11,036               TELECOM. EQUIPMENT            2.6%
 7/31/96    $10,950     $10,072               PUBLISHING                    2.3%
 8/31/96    $11,145     $10,657               COMPUTER & BUS. EQUIP.        2.1%
 9/30/96    $11,695     $11,073               OTHER COMMON STOCK            6.0%
10/31/96    $12,011     $10,903               CONV. PREF. STOCK             5.6%
11/30/96    $13,014     $11,352               CONVERTIBLE BONDS             3.2%
12/31/96    $12,891     $11,649               CASH/SHORT-TERM INVESTMENTS   6.2%

+The Dow Jones Industrial Average             *By market value as % of net
 is an unmanaged index of 30 large             assets on date shown. Sectors 
 capitalization industrial stocks              subject to change due to active 
 traded in the U.S. The Russell                portfolio management.
 2000 Stock  Index is an index of
 2,000 small capitalization stocks.
 many of which are in the technology
 sector. It is not possible to invest
 directly in an index.
- -------------------------------------------------------------------------------

    Our selling discipline for investments that are underperforming also
    increases turnover, but has two offsetting benefits. First, and most
    important, recognizing mistakes early on helps to preserve capital. Second,
    by taking losses when necessary, we can reduce the negative tax consequences
    of high distributions to taxable shareholders.

Q.  WITH THE CURRENT DIVIDEND YIELD IN THE MARKET AT A LOW, WHAT STRATEGIES DO
    YOU USE TO MAINTAIN OR INCREASE THE DIVIDEND YIELD OF THE STOCK PORTFOLIO?

A.  With the current dividend yield on the market around 2%, yield is hard to
    produce. We have used financial stocks, such as Fleet Financial, with a
    yield of 3.4%, and Bank of Boston, with a yield of 2.5%. We also use real
    estate investment trusts (REITs) to boost the Portfolio's yield, and this
    has worked well. REITs had some trouble in 1995, but did very well in 1996
    and can provide good total returns over the longer term. Finally, we invest
    in some telecommunications stocks and convertible preferred stocks, which
    typically provide better-than-average dividend yields.

Q.  MANY ANALYSTS EXPECT THE FAVORABLE ECONOMIC CONDITIONS OF 1996 TO CONTINUE
    INTO 1997. DO YOU AGREE?

A.  Yes, but with a caveat. Investors who are new to the stock market should
    keep in mind that, although we have been in a positive economic environment
    for quite some time, the business cycle has not gone away. Eventually, we
    will see a downturn - and in all likelihood a recession - and the stock
    market could exhibit a considerable reaction. Many new investors in the
    stock market have never experienced a 15% or 20% correction, and they should
    be aware that it is indeed a very real possibility.

    In the short term, I am cautiously optimistic. We have a delicate balance of
    low inflation, low interest rates, and improving corporate earnings. Absent
    any external shocks, the conditions could be in place for a third straight
    year of excess returns in 1997. More likely, however, would be a year of
    returns closer to, or below, the 11% historic annual average for the U.S.
    stock market. Iwould also expect more volatility in the market in 1997
    because of some extended valuations and the tremendous inflow of new money.
    In my opinion, stock performance next year will be related much more
    directly to earnings results than it was this year. In this environment, a
    vehicle like the Stock Portfolio, in which the EV Classic Stock Fund
    invests, makes sense because it balances risks and rewards by continuing to
    seek the most attractive areas and companies in the market.
<PAGE>
- ------------------------------------------------------------------------------
            COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN
              EV CLASSIC STOCK FUND AND THE STANDARD & POOR'S 500
From November 30, 1994, through December 31, 1996

- --------------------------------------------------
AVERAGE ANNUAL        1         Life      Value at
  RETURNS           Year       of Fund*   12/31/96
- --------------------------------------------------
With CDSC           16.3%      20.3%       $15,324
- --------------------------------------------------
Without CDSC        17.3%      20.3%       $15,324
- --------------------------------------------------

                  EV CLASSIC        S&P
Date              STOCK FUND        500
- ----              ----------     ----------

11/30/94+           $10,000        $10,000
12/31/94            $10,154        $10,148
 1/31/95            $10,123        $10,417
 2/28/95            $10,494        $10,816
 3/31/95            $10,844        $11,135
 4/30/95            $11,080        $11,473
 5/31/95            $11,502        $11,916
 6/30/95            $11,698        $12,197
 7/31/95            $12,125        $12,610
 8/31/95            $12,320        $12,632
 9/30/95            $12,475        $13,165
10/31/95            $12,418        $13,126
11/30/95            $12,841        $13,692
12/31/95            $13,065        $13,957
 1/31/96            $13,288        $14,439
 2/28/96            $13,245        $14,565
 3/31/96            $13,364        $14,706
 4/30/96            $13,538        $14,933
 5/31/96            $13,897        $15,302
 6/30/96            $14,049        $15,366
 7/31/96            $13,408        $14,692
 8/31/96            $13,865        $14,999
 9/30/96            $14,366        $15,841
10/31/96            $14,632        $16,284
11/30/96            $15,405        $17,508
12/31/96            $15,324        $17,161

Past performance is not indicative of future results. Investment returns and
principal value will fluctuate so that an investor's shares, when redeemed, may
be worth more or less than their original cost. Source: Towers Data Systems,
Bethesda, MD. *Investment operations commenenced on 11/4/94. +Index information
is available only at month-end; therefore, the line comparison begins at the
next month-end following the commencement of the Fund's investment operations.
- ------------------------------------------------------------------------------

THE FUND'S PERFORMANCE
In accordance with guidelines issued by the Securities and Exchange Commission,
the above chart compares the Fund's total return with that of a broad-based
securities market index. The lines on the chart represent the total returns of
$10,000 hypothetical investments in the Fund and the S&P 500 Stock Index.

TOTAL RETURN FIGURES
The solid line on the chart represents the Fund's performance. The Fund's total
return figure reflects Fund expenses, fees and Portfolio transaction costs, and
assumes the reinvestment of income dividends and capital gain distributions. The
Fund also has a contingent deferred sales charge (CDSC) of 1% that is deducted
for redemptions made within the first 12 months of purchase.

The dotted line represents the performance of the S&P 500 Stock Index, a
broad-based, widely recognized unmanaged index of 500 common stocks. The Index's
total return does not reflect any commissions or expenses that would be incurred
if an investor individually purchased or sold the securities represented in the
Index. It is not possible to invest directly in the Index.

<PAGE>
                            EV CLASSIC STOCK FUND
                             FINANCIAL STATEMENTS

                     STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------
                              December 31, 1996
- ------------------------------------------------------------------------------
<TABLE>
<S>                                                                                  <C>         <C>
ASSETS:
  Investment in Stock Portfolio (Portfolio), at value (Note 1A)                                   $1,253,880
  Receivable from administrator (Note 6)                                                              50,003
  Deferred organization expenses (Note 1E)                                                            25,038
                                                                                                  ----------
      Total assets                                                                                $1,328,921
                                                                                                  ----------
LIABILITIES:
  Dividends payable                                                                  $14,952
  Payable for Trustees' fees                                                              25
  Accrued expenses                                                                     2,999
                                                                                     -------
      Total liabilities                                                                               17,976
                                                                                                  ----------
NET ASSETS for 101,276 shares of beneficial interest outstanding                                  $1,310,945
                                                                                                  ==========
SOURCES OF NET ASSETS:
  Paid-in capital                                                                                 $1,029,626
  Unrealized appreciation of investments                                                             252,856
  Accumulated net realized gain on investment transactions                                            28,008
  Undistributed net investment income                                                                    455
                                                                                                  ----------
      Total net assets                                                                            $1,310,945
                                                                                                  ==========
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
  ($1,310,945 / 101,276 shares of beneficial interest outstanding)                                  $12.94
                                                                                                    ======
</TABLE>

    The accompanying notes are an integral part of the financial statements
<PAGE>

<TABLE>
<CAPTION>
                                       STATEMENT OF OPERATIONS
- ----------------------------------------------------------------------------------------------------------
                     For the Year Ended December 31, 1996
- ----------------------------------------------------------------------------------------------------------
<S>                                                                               <C>            <C>
INVESTMENT INCOME (NOTE 1B):
  Dividend income allocated from Portfolio (net of withholding tax of $90)                        $ 30,227
  Interest income allocated from Portfolio                                                           3,897
  Expenses allocated from Portfolio                                                                 (9,316)
                                                                                                  --------
      Total investment income                                                                     $ 24,808
  Expenses --
    Compensation of Trustees not members of the Investment Adviser's
      organization (Note 6)                                                        $     81
    Custodian fee                                                                     3,002
    Distribution and service fees (Note 4)                                           13,232
    Transfer and dividend disbursing agent fees                                       1,095
    Printing and postage                                                             14,610
    Legal and accounting services                                                    10,777
    Registration fees                                                                19,454
    Amortization of organization expenses (Note 1E)                                   8,586
                                                                                   --------
      Total expenses                                                               $ 70,837
  Deduct --
    Allocation of expenses to the administrator (Note 6)                             50,003
                                                                                   --------
      Net expenses                                                                                  20,834
                                                                                                  --------
        Net investment income                                                                     $  3,974
REALIZED AND UNREALIZED GAIN FROM PORTFOLIO:
  Net realized gain (identified cost basis) --
    Investment transactions                                                        $131,679
    Written option transactions                                                       1,450
                                                                                   --------
      Net realized gain on investment transactions                                 $133,129
    Change in unrealized appreciation of investments                                 73,576
                                                                                   --------
      Net realized and unrealized gain on investments                                              206,705
                                                                                                  --------
        Net increase in net assets resulting from operations                                      $210,679
                                                                                                  ========

</TABLE>

    The accompanying notes are an integral part of the financial statements
<PAGE>
FINANCIAL STATEMENTS (Continued)

<TABLE>
<CAPTION>
                                   STATEMENT OF CHANGES IN NET ASSETS
- ----------------------------------------------------------------------------------------------------------
                                                                                YEAR ENDED DECEMBER 31,
                                                                           --------------------------------
                                                                                 1996             1995
                                                                            --------------   --------------
<S>                                                                           <C>              <C>        
INCREASE (DECREASE) IN NET ASSETS:
  From operations --
    Net investment income                                                      $    3,974       $    1,108
    Net realized gain on investment transactions                                  133,129           55,208
    Change in unrealized appreciation of investments                               73,576          174,572
                                                                               ----------       ----------
      Net increase in net assets resulting from operations                     $  210,679       $  230,888
                                                                               ----------       ----------
  Distributions to shareholders --
    From net investment income                                                 $   (4,164)      $   (2,429)
    From net realized gain on investments                                        (105,471)         (54,686)
    From tax return of capital                                                   --                 (7,754)
                                                                               ----------       ----------
      Total distributions to shareholders                                      $ (109,635)      $  (64,869)
                                                                               ----------       ----------
  Net increase (decrease) in net assets from Fund share transactions
    (Note 2)                                                                   $  (52,720)      $  950,965
                                                                               ----------       ----------
      Net increase in net assets                                               $   48,324       $1,116,984
NET ASSETS:
  At beginning of year                                                          1,262,621          145,637
                                                                               ----------       ----------

  At end of year (including undistributed net investment income of $455
    and $449, respectively)                                                    $1,310,945       $1,262,621
                                                                               ==========       ==========


</TABLE>

    The accompanying notes are an integral part of the financial statements
<PAGE>


<TABLE>
<CAPTION>
                                              FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------------------------------------------

                                                                                       YEAR ENDED DECEMBER 31,
                                                                               -------------------------------------
                                                                                  1996          1995          1994*
                                                                                 -------       -------       -------
<S>                                                                              <C>           <C>           <C>    
NET ASSET VALUE - beginning of year                                              $12.040       $ 9.870       $10.000
                                                                                 -------       -------       -------
  Income from investment operations:
    Net investment income                                                        $ 0.038       $ 0.013       $   --
    Net realized and unrealized gain (loss) on investments                         2.017         2.807        (0.130)
                                                                                 -------       -------       -------
      Total income (loss) from investment operations                             $ 2.055       $ 2.820       $(0.130)
                                                                                 -------       -------       -------
  Less distributions:
    From net investment income                                                   $(0.040)      $(0.024)      $   --
    From net realized gain on investments                                         (1.115)       (0.552)          --
    From tax return of capital                                                       --         (0.074)          --
                                                                                 -------       -------       -------
      Total distributions                                                        $(1.155)      $(0.650)      $   --
                                                                                 -------       -------       -------
NET ASSET VALUE -- end of year                                                   $12.940       $12.040       $ 9.870
                                                                                 =======       =======       =======
TOTAL RETURN(2)                                                                   17.29%        28.66%        (1.30%)(3)
RATIOS/SUPPLEMENTAL DATA: (to average daily net assets)***
  Expenses(1)                                                                      2.28%         2.84%         1.59%+
  Net investment income                                                            0.30%         0.13%         1.01%+
NET ASSETS AT END OF YEAR (000'S OMITTED)                                        $ 1,311       $ 1,263       $   146


  + Computed on an annualized basis.
  * For the period from the start of business, November 4, 1994, to December 31, 1994.
(1) Includes the Fund's share of Stock Portfolio's allocated expenses.
(2) Total 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 record date.
(3) Total return is not computed on an annualized basis.
*** The expenses related to the operation of the Fund reflect an allocation of expenses to the administrator. Had such
    action not been taken, net investment income per share and the ratios would have been as follows:

    Net investment loss per share                                                $(0.174)      $(0.588)      $(0.210)
      Ratios (to average daily net assets):
        Expenses(1)                                                                6.06%        10.01%        39.84%+
        Net investment loss                                                       (3.48%)      (7.04)%       (37.23%)+
</TABLE>
<PAGE>

                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1996

- -------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
EV Classic Stock Fund (the Fund) a Massachusetts business trust is registered
under the Investment Company Act of 1940, as amended, as a diversified open-end
management investment company. The Fund is a series in the Eaton Vance Special
Investment Trust. The Fund invests all of its investable assets in interests in
the Stock 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 (1.0% at December 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 -- Valuations of securities by the Portfolio are
discussed in Note 1A 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.

C. EXPENSE REDUCTION -- The Fund has entered into an arrangement with its
custodian whereby interest earned on uninvested cash balances are used to offset
custody fees. All significant reductions are reported as a reduction of expenses
in the Statement of Operations.

D. 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 income, including any
net realized gain on investments, option and financial futures transactions.
Accordingly, no provision for federal income or excise tax is necessary.
Pursuant to Section 852 of the Internal Revenue Code, the Fund designates
$94,593 as capital gain dividends for its taxable year ended December 31, 1996.

E. DEFERRED ORGANIZATION EXPENSES -- Costs incurred by the Fund in connection
with its organization are being amortized on the straight-line basis over five
years.

F. OTHER -- Investment transactions are accounted for on a trade date basis.

G. DISTRIBUTIONS -- Generally accepted accounting principles require that
differences in the recognition or classification of income between the financial
statements and tax earnings and profits which result in temporary 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, with no impact to the net asset value of the
Fund.

H. USE OF ESTIMATES -- The preparation of the 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
income and expense during the reporting period. Actual results could differ from
those estimates.

- ------------------------------------------------------------------------------
(2) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (with no par value).
Transactions in Fund shares were as follows:

<TABLE>
<CAPTION>
                                                                         YEAR ENDED                     YEAR ENDED
                                                                     DECEMBER 31, 1996               DECEMBER 31, 1995
                                                                ---------------------------    -----------------------------
                                                                   SHARES         AMOUNT          SHARES          AMOUNT
                                                                   ------        --------        -------        ----------
<S>                                                                <C>           <C>             <C>            <C>       
Sales                                                              61,427        $786,559        153,557        $1,668,761
Issued to shareholders electing to receive payment of
  distribution in Fund shares                                       7,370          93,525          4,349            51,758
Redemptions                                                       (72,421)       (932,804)       (67,755)         (769,554)
                                                                   ------        --------        -------        ----------
    Net increase (decrease)                                        (3,624)       $(52,720)        90,151        $  950,965
                                                                   ======        ========         ======        ==========
</TABLE>

- ------------------------------------------------------------------------------
(3) INVESTMENT TRANSACTIONS
Increases and decreases in the Fund's investment in the Portfolio aggregated
$853,744 and $1,040,755, respectively.

- ------------------------------------------------------------------------------
(4) 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
1/365th 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) 6.25% 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 (Note 5)
and 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. Such
payments would cease upon termination of the distribution agreement (unless made
in accordance with another distribution agreement). As a result, the Fund does
not accrue amounts which may become payable to EVD in the future because the
conditions for recording any contingent liability under generally accepted
accounting principles have not been satisfied. EVD earned $9,924 for the year
ended December 31, 1996 representing 0.75% of average daily net assets. At
December 31, 1996 the amount of Uncovered Distribution Charges of EVD calculated
under the Plan was approximately $148,918.

  In addition, the Plan provides that the Fund may 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 of the Fund have initially implemented this provision of the Plan by
authorizing the Fund to make payments of service fees to the Principal
Underwriter, Authorized Firms and other persons in each fiscal year of the Fund
in amounts not exceeding 0.25% (per annum) of the Fund's average daily net
assets. Provision for service fee payments for the year ended December 31, 1996
amounted to $3,308.

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

- ------------------------------------------------------------------------------
(5) CONTINGENT DEFERRED SALES CHARGE (CDSC)
Shares purchased on or after January 30, 1995 and redeemed during the first year
after purchase (except shares acquired through the reinvestment of
distributions) generally will be subject to a contingent deferred sales charge
at a rate of one percent of redemption proceeds, exclusive of all reinvestments
and capital appreciation in the account. No contingent deferred sales charge is
imposed on exchanges for shares of other funds in the Eaton Vance Classic Group
of Funds or Eaton Vance Money Market Fund which are distributed with a
contingent deferred sales charge. EVD received approximately $922 of CDSC paid
by shareholders for the year ended December 31, 1996.

- ------------------------------------------------------------------------------
(6) INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Eaton Vance serves as the administrator of the Fund, but receives no
compensation. The administrator assumed $50,003 of the Fund's expenses for the
year ended December 31, 1996. The Portfolio has engaged Boston Management and
Research (BMR), a subsidiary of Eaton Vance Management (EVM), to render
investment advisory services. See Note 3 of the Portfolio's Notes to Financial
Statements which are included elsewhere in this report. 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 trustees of the above organizations.

<PAGE>

                      REPORT OF INDEPENDENT ACCOUNTANTS
- ------------------------------------------------------------------------------

TO THE SHAREHOLDERS AND BOARD OF TRUSTEES OF
EV CLASSIC STOCK FUND:

We have audited the accompanying statement of assets and liabilities of EV
Classic Stock Fund, a series of Eaton Vance Special Investment Trust, as of
December 31, 1996, the related statement of operations for the year then ended,
the changes in net assets for each of the two years then ended and the financial
highlights for each of the two years then ended and for the period from November
4, 1994 (start of business) to December 31, 1994. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1996 by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of EV
Classic Stock Fund, a series of Eaton Vance Special Investment Trust, as of
December 31, 1996, the results of its operations for the year then ended, the
changes in its net assets for each of the two years then ended and financial
highlights for each of the two years then ended and for the period from November
4, 1994 (start of business) to December 31, 1994, in conformity with generally
accepted accounting principles.

                                              COOPERS & LYBRAND L.L.P.

BOSTON, MASSACHUSETTS
JANUARY 31, 1997

<PAGE>
                     -----------------------------------
                                 STOCK PORTFOLIO
                            PORTFOLIO OF INVESTMENTS
                                DECEMBER 31, 1996
- ----------------------------------------------------------------------------
                                 COMMON STOCKS -- 84.7%
- ----------------------------------------------------------------------------
SHARES       SECURITY                                            VALUE
- ----------------------------------------------------------------------------
             AEROSPACE - 3.0%
 35,000      Boeing Co.                                         $  3,723,125
                                                                ------------
             BANKS - 5.2%
 30,000      Bank of Boston Corp.                               $  1,927,500
 30,332      Citicorp                                              3,124,196
 26,766      Fleet Financial Group, Inc.                           1,334,954
                                                                ------------
                                                                $  6,386,650
                                                                ------------
             BASIC MATERIALS - 0.8%
 80,000      J & L Specialty Steel, Inc.                        $    910,000
                                                                ------------
             BROADCASTING - 0.4%
 25,000      Comcast Corp., Class A                             $    445,313
                                                                ------------
             BUSINESS PRODUCTS & SERVICES - 9.2%
 65,000      Automatic Data Procesing, Inc.                     $  2,786,875
 40,000      Corning, Inc.                                         1,850,000
 60,000      Crown Cork & Seal, Inc.                               3,262,500
 20,000      Electronic Data Systems Corp.                           865,000
 30,000      Potash Corp.                                          2,550,000
                                                                ------------
                                                                $ 11,314,375
                                                                ------------
             COMPUTER & BUSINESS EQUIPMENT - 2.1%
 50,000      Xerox Corp.                                        $  2,631,250
                                                                ------------
             CONSUMER NON-DURABLES - 12.0%
 76,063      Conagra, Inc.                                      $  3,784,134
 35,000      Duracell International, Inc.                          2,445,625
 65,000      Eastman Kodak Co.                                     5,216,250
 70,000      Pepsico, Inc.                                         2,047,500
 12,100      Procter & Gamble Co.                                  1,300,750
                                                                ------------
                                                                $ 14,794,259
                                                                ------------
             ENERGY - 4.3%
 10,000      Exxon Corp.                                        $    980,000
 40,000      Occidental Petroleum Corp.                              935,000
 70,000      Triton Energy Ltd.*                                   3,395,000
                                                                ------------
                                                                $  5,310,000
                                                                ------------
             FINANCE & INSURANCE - 12.5%
 60,540      Allstate Corp.                                     $  3,503,753
 25,000      American International Group                          2,706,250
 75,000      Federal National Mortgage Association                 2,793,750
 20,000      Marsh & McLennan Cos., Inc.                           2,080,000
 30,000      MGIC Investment Corp.                                 2,280,000
 30,000      Progressive Corp.                                     2,021,250
                                                                ------------
                                                                $ 15,385,003
                                                                ------------
             HEALTHCARE - 10.4%
 25,000      Astra AB, A Shares, ADR                            $  1,225,000
 30,000      Astra AB, B Shares, ADR                               1,445,511
 55,000      Baxter International, Inc.                            2,255,000
 30,000      Johnson & Johnson Co.                                 1,492,500
 20,000      Lilly (Eli) & Co.                                     1,460,000
 10,000      Pfizer, Inc.                                            828,750
 30,000      Pharmacia & Upjohn, Inc.                              1,188,750
 90,000      Vencor, Inc.*                                         2,846,250
                                                                ------------
                                                                $ 12,741,761
                                                                ------------
             HOUSING - 1.5%
 60,000      Newell Co.                                         $  1,890,000
                                                                ------------
             LODGING & GAMING - 1.7%
 70,000      Promus Hotel Corp.*                                $  2,073,750
                                                                ------------
             PAPER & FOREST PRODUCTS - 1.6%
 50,000      Rayonier, Inc.                                     $  1,918,750
                                                                ------------
             PUBLISHING - 2.3%
 60,000      McGraw-Hill, Inc.                                  $  2,767,500
                                                                ------------
             REITS - 6.8%
 30,000      Beacon Properties Corp.                            $  1,098,750
 11,000      Cali Realty Corp.                                       339,625
 20,000      Equity Residential Properties Trust                     825,000
 25,000      Highwood Properties, Inc.                               843,750
 40,000      Nationwide Health Properties, Inc.                      970,000
 20,000      Post Properties, Inc.                                   805,000
 18,000      Redwood Trust, Inc.                                     670,500
 25,000      ROC Communities, Inc.                                   693,750
 20,000      Storage USA, Inc.                                       752,500
 25,000      Sun Communities, Inc.                                   862,500
 14,200      Trinet Corporate Realty Trust, Inc.                     504,100
                                                                ------------
                                                                $  8,365,475
                                                                ------------
             RETAIL - 4.6%
 65,000      CVS Corp.                                          $  2,689,375
 60,000      The Home Depot, Inc.                                  3,007,500
                                                                ------------
                                                                $  5,696,875
                                                                ------------
             SEMICONDUCTORS - 3.7%
 35,000      Intel Corp.                                        $  4,582,812
                                                                ------------
             TELECOMMUNICATIONS EQUIPMENT - 2.6%
 55,000      Nokia Corp., ADR                                   $  3,169,375
                                                                ------------
             TOTAL COMMON STOCKS
               (IDENTIFIED COST, $79,726,807)                   $104,106,273
                                                                ------------

- ----------------------------------------------------------------------------
                           CONVERTIBLE PREFERRED STOCKS - 5.6%
- ----------------------------------------------------------------------------
140,000      Freeport McMoRan Copper & Gold, 5s                 $  3,885,000
 15,000      Frontier Financing Trust, 6.25s*                        768,750
 10,000      Tejas Gas Corp., 5.25s                                  597,500
 10,000      Valero Energy Corp., 6.25s                              577,500
 25,000      Sun America, Inc., 3.188s                             1,056,250
                                                                ------------
             TOTAL CONVERTIBLE PREFERRED STOCKS
               (IDENTIFIED COST, $5,716,186)                    $  6,885,000
                                                                ------------

- ----------------------------------------------------------------------------
                                CONVERTIBLE BONDS - 3.5%
- ----------------------------------------------------------------------------
FACE AMOUNT
(000'S OMITTED)
- ----------------------------------------------------------------------------
 $2,920      INCO Ltd., 5.75s, 7/1/04                           $  3,533,200
    840      Scandinavian Broadcasting System,
             7.25s, 8/1/05                                           789,600
                                                                ------------
             TOTAL CONVERTIBLE BONDS
               (IDENTIFIED COST, $4,055,000)                    $  4,322,800
                                                                ------------

- ----------------------------------------------------------------------------
                                  CORPORATE BOND - 0.0%
- ----------------------------------------------------------------------------
 $   50      H. P. Hood & Son, 7.50s, 2/1/01                    $     39,400
                                                                ------------
             TOTAL CORPORATE BOND
               (IDENTIFIED COST, $50,000)                       $     39,400
                                                                ------------

- ----------------------------------------------------------------------------
                              SHORT TERM INVESTMENTS - 5.7%
- ----------------------------------------------------------------------------
FACE AMOUNT
(000'S OMITTED)   SECURITY                                      VALUE
- ----------------------------------------------------------------------------
 $3,951      Associates Corp. of North America,
             6.5s, 1/2/97                                       $  3,950,287
  3,023      General Electric Capital Co., 6s, 1/2/97              3,022,496
                                                                ------------
             TOTAL SHORT TERM INVESTMENTS
               AT AMORTIZED COST                                $  6,972,783
                                                                ------------
             TOTAL INVESTMENTS - 99.5%
               (IDENTIFIED COST, $96,520,776)                   $122,326,256
             OTHER ASSETS, LESS LIABILITIES - 0.5%                   636,892
                                                                ------------
             NET ASSETS - 100%                                  $122,963,148
                                                                ============
*Non-income producing security.
REIT -- Real Estate Investment Trust
ADR -- American Depository Receipt


    The accompanying notes are an integral part of the financial statements
<PAGE>
<TABLE>
<CAPTION>
                                      -----------------------------------
                                                STOCK PORTFOLIO
                                              FINANCIAL STATEMENTS

                                      STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------------------------------------
                                               December 31, 1996
- --------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>           <C>         
ASSETS:
  Investments, at value (Note 1A) (identified cost, $96,520,776)                                  $122,326,256
  Cash                                                                                                   1,519
  Receivable for investments sold                                                                      641,278
  Interest receivable                                                                                  110,888
  Dividends receivable                                                                                 231,896
  Deferred organization expenses (Note 1D)                                                               8,461
  Tax reclaim receivable                                                                                21,656
                                                                                                  ------------
      Total assets                                                                                $123,341,954
LIABILITIES:
  Payable for investments purchased                                                 $120,500
  Written options, at value (premium received $61,335)                               243,125
  Payable to affiliate --
    Trustees fees                                                                      2,065
  Accrued expenses                                                                    13,116
                                                                                    --------
      Total liabilities                                                                                378,806
                                                                                                  ------------
NET ASSETS applicable to investors' interest in Portfolio                                         $122,963,148
                                                                                                  ============
SOURCES OF NET ASSETS:
  Net proceeds from capital contributions and withdrawals                                         $ 97,339,457
  Unrealized appreciation of investments and written options
    (computed on the basis of identified cost)                                                      25,623,691
                                                                                                  ------------
      Total net assets                                                                            $122,963,148
                                                                                                  ============
</TABLE>


    The accompanying notes are an integral part of the financial statements
<PAGE>
<TABLE>
<CAPTION>

                                            STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------------------------------------
                                      For the Year Ended December 31, 1996
- --------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>               <C>        
INVESTMENT INCOME:
    Interest                                                                                      $   346,215
    Dividends (net of withholding tax of $8,319)                                                    2,692,262
                                                                                                  -----------
      Total income                                                                                  3,038,477
  Expenses --
    Investment adviser fee (Note 3)                                             $   706,803
    Compensation of Trustees, not members of the Investment Adviser's
      organization (Note 3)                                                           9,090
    Custodian fee                                                                    79,008
    Legal and accounting services                                                    28,096
    Amortization of organizational expenses (Note 1D)                                 3,258
                                                                                -----------
        Total expenses                                                                            $   826,255
                                                                                                  -----------
          Net investment income                                                                     2,212,222

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
  Net realized gain (identified cost basis) --
    Investment transactions                                                     $14,593,864
    Written option transactions                                                     122,298
                                                                                -----------
      Net realized gain on investment transactions                                                $14,716,162
  Change in unrealized appreciation of investments and written options                              4,346,638
                                                                                                  -----------
        Net realized and unrealized gain on investments                                           $19,062,800
                                                                                                  -----------
          Net increase in net assets resulting from operations                                    $21,275,022
                                                                                                  ===========
</TABLE>


    The accompanying notes are an integral part of the financial statements
<PAGE>
FINANCIAL STATEMENTS (Continued)

<TABLE>
<CAPTION>
                                       STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------------------------------------
                                                                                   YEAR ENDED DECEMBER 31,
                                                                               -------------------------------
                                                                                 1996               1995
                                                                               ------------       ------------
<S>                                                                            <C>                <C>         
INCREASE (DECREASE) IN NET ASSETS:
  From operations --
    Net investment income                                                      $  2,212,222       $  2,228,398
    Net realized gain on investment transactions                                 14,716,162         10,222,803
    Change in unrealized appreciation of investments                              4,346,638         14,953,494
                                                                               ------------       ------------
      Net increase in net assets resulting from operations                     $ 21,275,022       $ 27,404,695
                                                                               ------------       ------------
  Capital transactions --
    Contributions                                                              $  9,663,514       $ 13,753,042
    Withdrawals                                                                 (15,692,663)       (18,959,497)
                                                                               ------------       ------------
      Net decrease in net assets resulting from capital transactions           $ (6,029,149)      $ (5,206,455)
                                                                               ------------       ------------
        Net increase in net assets                                             $ 15,245,873       $ 22,198,240
NET ASSETS:
  At beginning of year                                                          107,717,275         85,519,035
                                                                               ------------       ------------
  At end of year                                                               $122,963,148       $107,717,275
                                                                               ============       ============

<CAPTION>
- --------------------------------------------------------------------------------------------------------------
                              SUPPLEMENTARY DATA
- --------------------------------------------------------------------------------------------------------------

                                                                         YEAR ENDED DECEMBER 31,
                                                           ---------------------------------------------------
                                                                1996               1995              1994*
                                                           ------------        ------------       ------------
<S>                                                           <C>                 <C>              <C>   
RATIOS (to average daily net assets):
  Expenses                                                      0.73%             0.75%            0.73%+
  Net investment income                                         1.96%             2.30%            2.45%+
PORTFOLIO TURNOVER                                               114%              108%              28%
AVERAGE COMMISSION RATE PAID(1)                               $0.0579               --               --

  +Computed on an annualized basis.
  *For the period from the start of business, August 1, 1994, to December 31, 1994.
(1)For fiscal year beginning on or after September 1, 1995, a fund is required to disclose its average commission
   rate per share for security trades on which commissions are charged. Average commissions rate paid is computed
   by dividing the total dollar amount of commissions paid during the fiscal year by the total number of shares
   purchased and sold during the fiscal year for which commissions were charged.
</TABLE>



    The accompanying notes are an integral part of the financial statements
<PAGE>
                     -----------------------------------
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1996

- --------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
Stock Portfolio (the Portfolio) is registered under the Investment Company Act
of 1940 as a diversified open-end investment company which was organized as a
trust under the laws of the State of New York on May 1, 1992. The Declaration of
Trust permits the Trustees to issue beneficial 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. SECURITY VALUATIONS -- Investments in securities traded on a national
securities exchange or in the NASDAQ National Market are valued on the basis of
the last reported sales prices on the last business day of the period. If no
sale is reported on that date, a security is valued, if quoted on such a day, at
not lower than the old bid price nor higher than the asked prices. Prices on
such exchanges will not be used for valuing debt securities if in the Trustees
judgment, some other valuation method more accurately reflects the fair market
value of such a security. Securities for which over-the-counter market
quotations are readily available are valued on the basis of the mean between the
last bid and asked prices. Short-term securities are valued at amortized cost,
which approximates market value. All other securities and assets are appraised
to reflect their fair value as determined in good faith by the Trustees.

B. 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 investors'
distributive share of the Portfolio's net investment income, net realized
capital gains, and any other items of income, gain, loss, deduction or credit.

C. EXPENSE REDUCTION -- The Portfolio has entered into an arrangement with its
custodian agent whereby interest earned on uninvested cash balances are used to
offset custody fees. All significant reductions are reported as a reduction of
expenses in the Statement of Operations.

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

F. WRITTEN OPTIONS -- The Portfolio may write call or put options for which
premiums are received and are recorded as liabilities, and are subsequently
adjusted to the current value of the options written. Premiums received from
writing options which expire are treated as realized gains. Premiums received
from writing options which are exercised or are closed are offset against the
proceeds or amount paid on the transaction to determine the realized gain or
loss. If a put option is exercised, the premium reduces the cost basis of the
securities purchased by the Portfolio. The Portfolio as a writer of an option
may have no control over whether the underlying securities may be sold (call) or
purchased (put) and as a result bears the market risk of an unfavorable change
in the price of the securities underlying the written option.

G. USE OF ESTIMATES -- The preparation of the 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
income and expenses during the reporting period. Actual results could differ
from those estimates.

- --------------------------------------------------------------------------------
(2) INVESTMENT TRANSACTIONS
Purchases and sales of investments, other than short-term obligations,
aggregated $124,512,639 and $131,656,035, respectively.

- --------------------------------------------------------------------------------
(3) 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 at the annual rate of 5/8 of 1% of average daily net assets. For the year
ended December 31, 1996, the fee amounted to $706,803. 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 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 year ended December 31, 1996, no
significant amounts have been deferred.

- --------------------------------------------------------------------------------
(4) LINE OF CREDIT
The Portfolio participates with other portfolios and funds managed by BMR and
EVM and its affiliates in a committed $120 million unsecured line of credit
agreement with a group of banks. The Portfolio may temporarily borrow from the
line of credit to satisfy redemption requests or settle investment transactions.
Interest is charged to each portfolio or fund based on its borrowings at an
amount above the banks, adjusted certificate of deposit rate, eurodollar rate or
federal funds rate. In addition, a fee computed at an annual rate of 0.15% on
the daily unused portion of the line of credit is allocated among the
participating portfolios and funds at the end of each quarter. The Portfolio did
not have any significant borrowings or allocated fees during the year ended
December 31, 1996.

- --------------------------------------------------------------------------------
(5) FEDERAL INCOME TAX BASIS OF INVESTMENTS
The cost and unrealized appreciation/depreciation in value of the investments
owned at December 31, 1996, as computed on a federal income tax basis, were as
follows:

    Aggregate cost                                               $96,450,080
                                                                 ===========
    Gross unrealized appreciation                                $26,380,933
    Gross unrealized depreciation                                    504,757
                                                                 -----------
      Net unrealized appreciation                                $25,876,176
                                                                 ===========

- --------------------------------------------------------------------------------
(6) FINANCIAL INSTRUMENTS
The Portfolio regularly trades in financial instruments with off-balance-sheet
risk in the normal course of its investing activities and to assist in managing
exposure to market risks such as interest rates and foreign currency exchange
rates. These financial instruments include written options. The notional or
contractual amounts of these instruments represent the investment the Portfolio
has in particular classes of financial instruments and do 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. A summary of obligations under these
financial instruments at December 31, 1996 is as follows:

Written Option Transactions
Transactions in written options for the year ended December 31, 1996 were as
follows:

                                             NUMBER
                                          OF CONTRACTS
                                         (000'S OMITTED)        PREMIUMS
                                         ---------------        --------

Outstanding, beginning of year                 --                  --
  Options written                              500              $184,960
  Options exercised                           (300)              (32,750)
  Options expired                             (100)              (90,875)
                                               ---              --------
Outstanding, end of year                       100              $ 61,335
                                               ===              ========
<PAGE>
                      REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
TO THE BOARD OF TRUSTEES AND INVESTORS OF
STOCK PORTFOLIO:


We have audited the accompanying statement of assets and liabilities of Stock
Portfolio, including the portfolio of investments, as of December 31, 1996, the
related statement of operations for the year then ended, the statement of
changes in net assets for each of the two years then ended and the supplementary
data for each of the two years then ended and for the period from August 1, 1994
(start of business) to December 31, 1994. These financial statements and
supplementary data are the responsibility of the Portfolio's management. Our
responsibility is to express an opinion on these financial statements and
supplementary data based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements and supplementary
data are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1996 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and supplementary data referred to
above present fairly, in all material respects, the financial position of Stock
Portfolio, as of December 31, 1996, the results of its operations for the year
then ended, the changes in its net assets for each of the two years then ended
and the supplementary data for each of the two years then ended and for the
period from August 1, 1994 (start of business) to December 31, 1994, in
conformity with generally accepted accounting principles.



                                              COOPERS & LYBRAND L.L.P.

BOSTON, MASSACHUSETTS
JANUARY 31, 1997

<PAGE>

                            INVESTMENT MANAGEMENT

EV CLASSIC        OFFICERS               TRUSTEES
STOCK FUND
24 Federal Street JAMES B. HAWKES        M. DOZIER GARDNER
Boston, MA 02110  President, Trustee     Vice Chairman,
                                         Eaton Vance Management
                  CLIFFORD H. KRAUSS     
                  Vice President         DONALD R. DWIGHT                
                                         President, Dwight Partners, Inc.
                  EDWARD E. SMILEY, JR.  Chairman, Newspapers of         
                  Vice President         New England, Inc.               
                                         
                  JAMES L. O'CONNOR      SAMUEL L. HAYES, III          
                  Treasurer              Jacob H. Schiff Professor of  
                                         Investment Banking, Harvard  
                  THOMAS OTIS            University Graduate School of 
                  Secretary              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                   
                                         
                                         
                                         

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STOCK PORTFOLIO   OFFICERS
24 Federal Street                        TRUSTEES
Boston, MA 02110  JAMES B. HAWKES
                  President, Trustee     DONALD R. DWIGHT
                                         President, Dwight Partners, Inc.
                  DUNCAN W. RICHARDSON   Chairman, Newspapers of
                  Vice President and     New England, Inc.
                  Portfolio Manager      
                                         SAMUEL L. HAYES, III             
                  JAMES L. O'CONNOR      Jacob H. Schiff Professor of     
                  Treasurer              Investment Banking, Harvard      
                                         University Graduate School of    
                  THOMAS OTIS            Business Administration          
                  Secretary                                               
                                         NORTON H. REAMER                 
                                         President and Director,          
                                         United Asset Management          
                                         Corporation                      
                                                                          
                                         JOHN L. THORNDIKE                
                                         Director, Fiduciary Company      
                                         Incorporated                     
                                                                          
                                         JACK L. TREYNOR                  
                                         Investment Adviser and           
                                         Consultant                       
                                                                          


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