EATON VANCE INSTITUTIONAL SENIOR FLOATING-RATE FUND
                            The Eaton Vance Building
                                255 State Street
                                Boston, MA 02109
                            Telephone: (617) 482-8260
                            Telecopy: (617) 338-8054


                                  CERTIFICATION



     Pursuant to Rule 497(j) under the Securities  Act of 1933, as amended,  and
Regulation  S-T,  Eaton  Vance  Institutional  Senior  Floating-Rate  Fund  (the
"Registrant")  (1933  Act File No.  333-32264)  certifies  (a) that the forms of
prospectus  and  statement of  additional  information  dated May 1, 2002 do not
differ  materially  from  those  contained  in  Post-Effective  Amendment  No. 2
("Amendment  No. 2") to the  Registration  Statement  on Form N-2,  and (b) that
Amendment No. 2 was filed  electronically  with the  Commission  (Accession  No.
0000940394-02-000236) on April 22, 2002.

Eaton Vance Institutional Senior Floating-Rate Fund




By:      /s/ Alan R. Dynner
         ----------------------
         Alan R. Dynner, Esq.
         Secretary


Date:    May 2, 2002