EXHIBIT (i)(2)



                               CONSENT OF COUNSEL

     I  consent  to  the  incorporation  by  reference  in  this  Post-Effective
Amendment No. 91 to the Registration Statement of Eaton Vance Growth Trust (1933
Act File No.  2-22019) of my opinion dated January 22, 2004,  which was filed as
Exhibit (i) to Post-Effective Amendment No. 86.


                                /s/ Maureen A. Gemma
                                Maureen A. Gemma, Esq.


April 11, 2005
Boston, Massachusetts