Exhibit (b)(c)






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


                                October 21, 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 ARTICLE VII of the BY-LAWS of the Trust is amended to read as follows:


                                   Fiscal Year
                                   -----------

     The  fiscal  year of the  Trust  shall  end on  November  30 of each  year,
provided  however,  that the  Trustees  may from time to time  change the fiscal
year.








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