AW 1 awltr.txt WITHDRAWAL OF MUTUAL FUNDS TRUST 486A EATON VANCE MANAGEMENT The Eaton Vance Building 255 State Street Boston, Massachusetts 02109 (617) 482-8260 Fax: (617) 338-8054 June 26, 2002 Office of Filings, Information & Consumer Services Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, DC 20549 Re: Withdrawal of Form 486APOS Filing for Eaton Vance Mutual Funds Trust (the "Registrant") (File No. 02-90946) Dear Sir or Madam: Pursuant to Rule 477 of the Securities Act of 133, as amended, kindly withdraw the Form 486APOS filing made on behalf of the Registrant, Accession No. 0000940394-02-000404, which was erroneously submitted to the Securities and Exchange Commission today, Wednesday, June 26, 2002 and accepted. It was our intent to file under Form 485APOS and we have now made the correct filing on behalf of the Registrant. Please contact me at (617) 598-8536 or fax number (617) 338-8054 if you have any questions or comments concerning the Amendment. Very truly yours, /s/ Jane A. Rudnick Jane A. Rudnick Assistant Vice President