Exhibit (b)(b)


                                  AMENDMENT TO
                                     BY-LAWS
                                       OF
               EATON VANCE INSTITUTIONAL SENIOR FLOATING-RATE FUND

                                  June 18, 2002




Pursuant  to ARTICLE  XIII of the BY-LAWS of Eaton  Vance  Institutional  Senior
Floating-Rate Fund, (the "Trust") upon vote of a majority of the Trustees of the
Trust  SECTION 6. of ARTICLE IV of the  BY-LAWS of the Trust was amended to read
as follows:

SECTION 6.  PROXIES.  Any  shareholder  entitled  to vote upon any matter at any
meeting of the  shareholders  may so vote by proxy,  provided that such proxy is
authorized  to act by (i) a written  instrument,  dated not more than six months
before the meeting and executed  either by the shareholder or by his or her duly
authorized  attorney  in fact (who may be so  authorized  by a writing or by any
non-written means permitted by the laws of the Commonwealth of Massachusetts) or
(ii) such electronic, telephonic, computerized or other alternative means as may
be approved by a resolution  adopted by the  Trustees,  which  authorization  is
received  not more than six months  before the initial  session of the  meeting.
Proxies  shall be  delivered  to the  Secretary  of the  Trust  or other  person
responsible  for  recording  the  proceedings  before being voted.  A proxy with
respect  to  shares  held in the name of two or more  persons  shall be valid if
executed  by one of them  unless at or prior to exercise of such proxy the Trust
receives a specific written notice to the contrary from any one of them.  Unless
otherwise  specifically limited by their terms, proxies shall entitle the holder
thereof  to vote at any  adjournment  of a  meeting.  A proxy  purporting  to be
exercised  by or on  behalf  of a  shareholder  shall  be  deemed  valid  unless
challenged  at or prior to its  exercise  and the burden of  proving  invalidity
shall rest on the challenger.  At all meetings of the  shareholders,  unless the
voting is conducted by inspectors,  all questions relating to the qualifications
of voters,  the validity of proxies,  and the  acceptance  or rejection of votes
shall be decided by the chairman of the meeting.