Eaton Vance Growth Fund

                            Supplement to Prospectus
                                     dated
                                 January 1, 2000


1.   The following replaces the first paragraph under "Fund Summary":

     Investment Objective and Principal Strategies. The Fund's investment
     objective is to achieve capital growth.  A secondary consideration is
     investment income.  The Fund invests primarily in common stocks of U.S.
     growth companies.  Although it invests primarily in domestic companies, the
     Fund may invest up to 25% of its net assets in foreign companies.  The Fund
     currently invests its assets in Growth Portfolio (the "Portfolio"), a
     separate registered investment company with the same objective and policies
     as the Fund.

2.   The following replaces the second and third paragraphs under "Investment
     Objective & Principal Policies and Risks":

     The Portfolio invests in a carefully selected and continuously managed
     portfolio consisting primarily of common stocks of U.S. companies that are
     expected to grow at a rate that exceeds that of the overall U.S. economy.
     The portfolio manager seeks to purchase stocks that are favorably priced
     in relation to their fundamental value, and which will grow in value over
     time.  In making investment decisions, the portfolio manager may draw upon
     the information provided by, and the expertise of, the investment adviser's
     research staff.  Management of the Portfolio involves consideration of
     numerous factors (such as potential for price appreciation, risk/return,
     the mix of securities held by the Portfolio and, secondarily, long-term
     dividend prospects).  Many of these considerations are subjective. The
     Portfolio normally invests in a variety of industries, which reduces risk.

     The Portfolio may invest up to 25% of assets in securities of foreign
     companies.  The value of foreign securities is affected by changes in
     currency rates, foreign tax laws (including withholding tax), government
     policies (in this country or abroad), relations between nations and
     trading, settlement, custodial and other operational risks.  In addition,
     the costs of investing abroad are generally higher than in the United
     States, and foreign securities markets may be less liquid, more volatile
     and less subject to governmental supervision than markets in the United
     States. These risks can be more significant for companies in less developed
     countries.  As an alternative to holding foreign stocks directly, the
     Portfolio may invest in dollar-denominated securities of foreign companies
     that trade on U.S. exchanges or in the over-the-counter market (including
     depositary receipts which evidence ownership in underlying foreign stocks).
     Such investments are not subject to the 25% limitation stated above.

3.   The following replaces the third paragraph under "Management and
     Organization":

     Arieh Coll is now the portfolio manager of Growth Portfolio.  Mr. Coll is a
     Vice President of Eaton Vance and Boston Management & Research.  He joined
     Eaton Vance in January 2000.  Prior to joining Eaton Vance, Mr. Coll was
     employed by Fidelity Investments as a portfolio manager and investment
     analyst.

4.   The following is added to the second paragraph of "Reducing or Eliminating
     Sales Charges" under "Sales Charges":

     Class A shares are sold at net asset value if the amount invested
     represents redemption proceeds from a mutual fund not affiliated with Eaton
     Vance, provided the redemption occurred within 60 days of the Fund share
     purchase and the redeemed shares were subject to a sales charge. Class A
     shares so acquired will be subject to a 0.50% CDSC if they are redeemed
     within 12 months of purchase. Investment dealers will be paid a commission
     on such sales of 0.50% of the amount invested.






FEBRUARY 1, 2000                                                       GFPS