Eaton Vance Series Trust N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number			811-02589
Eaton Vance Series Trust
(Exact name of registrant as specified in charter)
The Eaton Vance Building, 255 State Street, Boston, Massachusetts					02109
(Address of principal executive offices)					(Zip code)
Alan R. Dynner The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
(Name and address of agent for service)
Registrant’s telephone number, including area code:				(617) 482-8260
Date of fiscal year end:	December 31
Date of reporting period:		June 30, 2005

Item 1. Reports to Stockholders

Semiannual Report June 30, 2005

EATON VANCE
TAX-MANAGED
GROWTH
FUND
1.0

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS, AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy ("Privacy Policy") with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer's account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy only applies to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer's account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser's privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance's Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the "SEC") permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called "householding" and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio (if applicable) will file a schedule of its portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC's website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC's public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds' and Portfolios' Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC's website at www.sec.gov.

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2005

INVESTMENT UPDATE

Duncan W. Richardson

Portfolio Manager

The Fund

Performance for the Past Six Months

•During the six months ended June 30, 2005, Eaton Vance Tax-Managed Growth Fund 1.0 (the Fund) shares had a total return of
- -1.55%. This return was the result of a decrease in net asset value per share to $519.63 on June 30, 2005, from $530.77 on December 31, 2004, and the distribution of $2.90 per share in income.

•For comparison, the S&P 500 Index – a broad-based, unmanaged market index commonly used as a measure of overall U.S. stock market performance – had a total return of -0.81% for the same period.(1)

See pages 3 and 4 for more performance information, including after-tax returns.

Management Discussion

•Although consumer spending, manufacturing activity and corporate earnings growth remained healthy during the first half of 2005, investor concerns about rising interest rates, a mounting trade deficit and record oil prices hampered stock market performance. Equity market leadership for the first half of 2005 can be characterized as defensive and interest-rate sensitive. Higher-yielding stocks generally outperformed more aggressive stocks, and small- and mid-cap stocks generally outperformed large-cap stocks. Energy, utilities and health care were the strongest performing sectors, while telecommunications and materials were the weakest performing sectors.

•The Fund invests in Tax-Managed Growth Portfolio (the Portfolio), which invests on a long-term basis in a broadly diversified portfolio of primarily large-cap stocks. During the first half of 2005, its large-cap orientation and growth emphasis were not consistent with a market environment that favored small-and mid-cap stocks and value-style investing. The Portfolio’s de-emphasis of the slower-growth, high-yielding sectors, such as utilities, hurt returns during the period. The Portfolio’s returns were also negatively affected by its overweight of airfreight logistics and machinery investments, and adverse stock selection within food and staples retailing industries.

•On the positive side, an overweighted position in the energy sector helped Portfolio performance, as investments in oil production, equipment and drilling companies advanced on record oil prices. The Portfolio’s underweight of the information technology and materials sectors was also helpful, as electronic equipment, computers and metal industries declined during the first half of 2005. The Portfolio also benefited from favorable stock selection within the diversified telecom, mortgage-thrifts and consumer service industries during the period.

The views expressed throughout this report are those of the portfolio manager and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. For performance as of the most recent month-end, please refer to www.eatonvance.com.

(1)It is not possible to invest directly in an Index. The Index’s total return does not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

2

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2005

FUND PERFORMANCE

Performance

Average Annual Total Returns (at net asset value)

One Year	4.37	%
Five Years	-1.11	%
Ten Years	10.51	%
Life of Fund (3/29/66)	10.15	%

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month-end, please refer to www.eatonvance.com.

Ten Largest Holdings *

By net assets

General Electric Co.	2.33	%
Exxon Mobil Corp.	1.97
Pepsico Inc.	1.85
BP PLC Spons ADR	1.73
American International Group	1.72
Intel Corp.	1.44
Amgen Inc.	1.33
Burlington Resources, Inc.	1.31
United Parcel Service, Inc.	1.25
Bank of America Corp.	1.22

Common Stock Investments by Sector*

By net assets

*Portfolio information may not be representative of the Portfolio’s current or future investments and may change due to active management. Ten Largest Holdings represented 16.15% of Portfolio net assets as of June 30, 2005.

3

“Return Before Taxes” does not take into consideration shareholder taxes. It is most relevant to tax-free or tax-deferred shareholder accounts. “Return After Taxes on Distributions” reflects the impact of federal income taxes due on Fund distributions of dividends and capital gains. It is most relevant to taxpaying shareholders who continue to hold their shares. “Return After Taxes on Distributions and Sale of Fund Shares” also reflects the impact of taxes on capital gain or loss realized upon a sale of shares. It is most relevant to taxpaying shareholders who sell their shares.

Average Annual Total Returns

(For the periods ended June 30, 2005)

Returns at Net Asset Value (NAV)

	One Year		Five Years		Ten Years
Return Before Taxes	4.37	%	-1.11	%	10.51	%
Return After Taxes on Distributions	4.03	%	-1.34	%	10.23	%
Return After Taxes on Distributions and Sale of Fund Shares	3.28	%	-0.93	%	9.33	%

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month-end, please refer to www.eatonvance.com.

The Fund commenced operations on 3/29/66.

After-tax returns are calculated using the highest historical individual federal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no distributions were paid during that period or because the taxable portion of distributions made during the period was insignificant. Also,Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of realized losses on the sale of Fund shares.

4

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2005

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2005 – June 30, 2005).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Eaton Vance Tax-Managed Growth Fund 1.0

	Beginning Account Value (1/1/05)		Ending Account Value (6/30/05)		Expenses Paid During Period* (1/1/05 – 6/30/05)
Actual	$	1,000.00	$	984.50	$	2.26
Hypothetical (5% return per year before expenses)	$	1,000.00	$	1,022.50	$	2.31

*Expenses are equal to the Fund’s annualized expense ratio of 0.46% multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on December 31, 2004. The Example reflects the expenses of both the Fund and the Portfolio.

5

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2005

FINANCIAL STATEMENTS (Unaudited)

Statement of Assets and Liabilities

As of June 30, 2005

Assets
Investment in Tax-Managed Growth Portfolio, at value (identified cost, $152,318,437)	$	967,378,401
Total assets	$	967,378,401
Liabilities
Payable for Fund shares redeemed	$	677,632
Payable to affiliate for Trustees' fees		987
Accrued expenses		34,494
Total liabilities	$	713,113
Net Assets for 1,860,313 shares of beneficial interest outstanding	$	966,665,288
Sources of Net Assets
Paid-in capital	$	156,999,008
Accumulated net realized gain from Portfolio (computed on  the basis of identified cost)		13,342,834
Accumulated undistributed net investment income		772,654
Federal tax on undistributed net realized long-term capital gain, paid on behalf of the shareholders		(19,509,172	)
Net unrealized appreciation from Portfolio (computed on the basis of identified cost)		815,059,964
Total	$	966,665,288
Net Asset Value and Redemption Price Per Share ($966,665,288 ÷ 1,860,313 shares of beneficial interest outstanding)	$	519.63

Statement of Operations

For the Six Months Ended
June 30, 2005

Investment Income
Dividends allocated from Portfolio (net of foreign taxes, $139,933)	$	8,373,227
Interest allocated from Portfolio		46,180
Expenses allocated from Portfolio		(2,165,010	)
Net investment income from Portfolio	$	6,254,397
Expenses
Trustees' fees and expenses	$	1,629
Transfer and dividend disbursing agent fees		25,702
Custodian fee		19,070
Legal and accounting services		15,437
Printing and postage		7,473
Miscellaneous		7,681
Total expenses	$	76,992
Net investment income	$	6,177,405
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) - Investment transactions (identified cost basis)	$	2,268,284
Securities sold short		(1,588,182	)
Foreign currency transactions		(3,556	)
Net realized gain	$	676,546
Change in unrealized appreciation (depreciation) - Investments (identified cost basis)	$	(23,450,397	)
Securities sold short		986,152
Foreign currency		(7,100	)
Net change in unrealized appreciation (depreciation)	$	(22,471,345	)
Net realized and unrealized loss	$	(21,794,799	)
Net decrease in net assets from operations	$	(15,617,394	)

See notes to financial statements

6

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2005

FINANCIAL STATEMENTS CONT'D

Statements of Changes in Net Assets

Increase (Decrease) in Net Assets	Six Months Ended June 30, 2005 (Unaudited)			Year Ended December 31, 2004
From operations - Net investment income	$	6,177,405		$	11,419,350
Net realized gain from investment transactions, securities sold short   and foreign currency transactions		676,546			61,131,903
Net change in unrealized appreciation (depreciation) of   investments, securities sold short   and foreign currency		(22,471,345	)		18,441,167
Net increase (decrease) in net assets from operations	$	(15,617,394	)	$	90,992,420
Distributions to shareholders - From net investment income	$	(5,404,751	)	$	(11,422,655	)
From net realized gain on investment transactions		-			(8,755,776	)
Total distributions to shareholders	$	(5,404,751	)	$	(20,178,431	)
Transactions in shares of beneficial interest - Net asset value of shares issued to shareholders in payment of   distributions declared	$	1,339,998		$	5,937,571
Cost of shares redeemed		(17,291,160	)		(52,296,005	)
Net decrease in net assets from Fund share transactions	$	(15,951,162	)	$	(46,358,434	)
Net increase (decrease) in net assets	$	(36,973,307	)	$	24,455,555
Net Assets
At beginning of period	$	1,003,638,595		$	979,183,040
At end of period	$	966,665,288		$	1,003,638,595
Accumulated undistributed net investment income included in net assets
At end of period	$	772,654		$	-

See notes to financial statements

7

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2005

FINANCIAL STATEMENTS CONT'D

Financial Highlights

	Six Months Ended June 30, 2005			Year Ended December 31,
	(Unaudited)			2004			2003			2002			2001			2000
Net asset value - Beginning of period	$	530.770		$	493.870		$	410.040		$	514.030		$	572.920		$	562.030
Income (loss) from operations
Net investment income	$	3.315		$	5.964		$	4.627		$	3.840		$	3.292		$	3.880
Net realized and unrealized gain (loss)		(11.555	)		41.533			92.657			(104.030	)		(58.932	)		15.106
Total income (loss) from operations	$	(8.240	)	$	47.497		$	97.284		$	(100.190	)	$	(55.640	)	$	18.986
Less distributions
From net investment income	$	(2.900	)	$	(5.950	)	$	(4.550	)	$	(3.800	)	$	(3.250	)	$	(3.740	)
From net realized gain		-			(4.647	)		(8.904	)		-			-			-
Total distributions	$	(2.900	)	$	(10.597	)	$	(13.454	)	$	(3.800	)	$	(3.250	)	$	(3.740	)
Provision for federal tax on undistributed net realized long-term gain	$	-		$	-		$	-		$	-		$	-		$	(4.356	)
Net asset value - End of period	$	519.630		$	530.770		$	493.870		$	410.040		$	514.030		$	572.920
Total Return(1)		(1.55	)%		9.68	%		23.86	%		(19.54	)%		(9.71	)%		2.58	%
Ratios/Supplemental Data†
Net assets, end of period (000's omitted)	$	966,665		$	1,003,639		$	979,183		$	863,009		$	1,138,791		$	1,322,820
Ratios (As a percentage of average daily net assets):
Net expenses(2)		0.46	%(3)		0.46	%		0.47	%		0.47	%		0.46	%		0.46	%
Net expenses after custodian fee reduction(2)		0.46	%(3)		0.46	%		-			-			-			-
Net investment income		1.28	%(3)		1.17	%		1.04	%		0.83	%		0.63	%		0.66	%
Portfolio Turnover of the Portfolio		0.12	%		3	%		15	%		23	%		18	%		13	%
† The operating expenses of the Portfolio reflect a reduction of the investment adviser fee. Had such action not been taken, the ratios and net investment income per share would have been as follows:
Ratios (As a percentage of average daily net assets):
Expenses(2)		0.47	%(3)		0.46	%
Expenses after custodian fee reduction(2)		0.47	%(3)		0.46	%
Net investment income		1.28	%(3)		1.17	%
Net investment income per share	$	3.313		$	5.964

⁽¹⁾  Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested. Total return is not computed on an annualized basis.

⁽²⁾  Includes the Fund's share of the Portfolio's allocated expenses.

⁽³⁾  Annualized.

See notes to financial statements

8

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2005

NOTES TO FINANCIAL STATEMENTS (Unaudited)

1  Significant Accounting Policies

Eaton Vance Tax-Managed Growth Fund 1.0 (the Fund), is a diversified series of Eaton Vance Series Trust (the Trust). The Trust is an entity of the type commonly known as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund invests all of its investable assets in interests of Tax-Managed Growth Portfolio (the Portfolio), a New York trust, having the same investment objective as the Fund. The value of the Fund's investment in the Portfolio reflects the Fund's proportionate interest in the net assets of the Portfolio (5.3% at June 30, 2005). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the Portfolio of Investments, are included elsewhere in this report and should be read in conjunction with the Fun d's financial statements.

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America.

A  Investment Valuation - Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio's Notes to Financial Statements which are included elsewhere in this report.

BIncome - The Fund's net investment income consists of the Fund's pro rata share of the net investment income of the Portfolio, less all actual and accrued expenses of the Fund determined in accordance with accounting principles generally accepted in the United States of America.

C  Expenses - The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

DFederal Taxes - The Fund's policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary. Although the Fund intends to distribute net realized long-term gains to shareholders each year, the Fund reserves the right to designate such gains as undistributed and pay the federal tax thereon on behalf of shareholders. Provision for such tax is recorded on the Fund's records on the last business day of the Fund's fiscal year because the Internal Revenue Code provides that such tax is allocated among shareholders of record on that date.

EExpense Reduction - Investors Bank & Trust Company (IBT) serves as a custodian to the Fund and the Portfolio. Pursuant to the respective custodian agreements, IBT receives a fee reduced by credits which are determined based on average daily cash balances the Fund or the Portfolio maintains with IBT. For the six months ended June 30, 2005, there were no credit balances used to reduce the Fund's custodian fee.

FIndemnifications - Under the Trust's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made agains t the Fund that have not yet occurred.

GOther - Investment transactions are accounted for on a trade-date basis. Dividends to shareholders are recorded on the ex-dividend date.

HUse of Estimates - The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

IInterim Financial Statements - The interim financial statements relating to June 30, 2005 and for the six months then ended have not been audited by an Independent Registered Public Accounting Firm, but in the opinion of the Fund's management reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.

9

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2005

NOTES TO FINANCIAL STATEMENTS (Unaudited)CONT'D

2  Distributions to Shareholders

The Fund's policy is to distribute all or substantially all of the net investment income allocated to the Fund by the Portfolio (less the Fund's direct expenses) and to distribute all or substantially all of its net realized capital gains (reduced by any available capital loss carryforwards from prior years) allocated by the Portfolio to the Fund, if any. Distributions are paid in the form of additional shares of the Fund or, at the election of the shareholder, in cash. Shareholders may reinvest all distributions in additional shares of the Fund at net asset value as of the close of business on the ex-dividend date. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are re-classified to paid-in capital.

3  Shares of Beneficial Interest

The Fund's Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

	Six Months Ended June 30, 2005 (Unaudited)			Year Ended December 31, 2004
Issued to shareholders electing to receive payments of distributions   in Fund shares		2,569			11,439
Redemptions		(33,167	)		(103,202	)
Net decrease		(30,598	)		(91,763	)

4  Investment Transactions

Decreases in the Fund's investment in the Portfolio aggregated $21,073,166 for the six months ended June 30, 2005.

5  Transactions with Affiliates

Eaton Vance Management (EVM) serves as the administrator of the Fund, but receives no compensation. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio's Notes to Financial Statements which are included elsewhere in this report. EVM serves as the sub-transfer agent of the Fund and receives an aggregate fee based upon the actual expenses incurred by EVM in the performance of those services. For the six months ended June 30, 2005, EVM earned $2,078 in sub-transfer agent fees.

Except for Trustees of the Fund and the Portfolio who are not members of EVM's or BMR's organization, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee earned by BMR. Trustees of the Fund who are not affiliated with EVM or BMR may elect to defer receipt of all or a percentage of these annual fees in accordance with terms of the Trustees Deferred Compensation Plan. For the six months ended June 30, 2005, no significant amounts have been deferred.

Certain officers and Trustees of the Fund are officers of the above organizations.

6  Shareholder Meeting

The Fund held a Special Meeting of Shareholders on April 29, 2005 to elect Trustees. The results of the vote were as follows:

	Number of Shares
Nominee for Trustee	Affirmative		Withhold
Benjamin C. Esty		1,037,918		5,443
James B. Hawkes		1,041,060		2,300
Samuel L. Hayes, III		1,030,407		12,953
William H. Park		1,037,918		5,443
Ronald A. Pearlman		1,037,869		5,492
Norton H. Reamer		1,027,018		16,342
Lynn A. Stout		1,037,918		5,443
Ralph F. Verni		1,037,889		5,472

Each nominee was also elected a Trustee of the Portfolio.

10

Tax-Managed Growth Portfolio as of June 30, 2005

PORTFOLIO OF INVESTMENTS (Unaudited)

Common Stocks - 99.3%
Security	Shares		Value
Aerospace & Defense - 3.0%
Boeing Company (The)		796,801	$	52,588,866
General Dynamics Corp.		735,000		80,511,900
Honeywell International, Inc.		277,798		10,175,741
Northrop Grumman Corp.		3,489,713		192,806,643
Raytheon Company		340,663		13,326,737
Rockwell Collins, Inc.		109,067		5,200,315
Teledyne Technologies, Inc.(1)		6,117		199,292
United Technologies Corp.		3,658,876		187,883,283
			$	542,692,777
Air Freight & Logistics - 2.5%
FedEx Corp.		2,106,578	$	170,653,884
Robinson (C.H.) Worldwide, Inc.		1,039,952		60,525,206
United Parcel Service, Inc. Class B		3,324,281		229,907,274
			$	461,086,364
Airlines - 0.0%
Southwest Airlines, Inc.		379,642	$	5,288,413
			$	5,288,413
Auto Components - 0.1%
ArvinMeritor, Inc.		8,000	$	142,320
BorgWarner, Inc.		186,738		10,022,228
Dana Corp.		25,000		375,250
Delphi Corp.		5,361		24,929
Johnson Controls, Inc.		234,164		13,190,458
Visteon Corp.		9,828		59,263
			$	23,814,448
Automobiles - 0.0%
DaimlerChrysler AG		7,000	$	283,570
Ford Motor Co.		85,182		872,264
General Motors Corp.		9,023		306,782
Harley-Davidson, Inc.		140,700		6,978,720
Honda Motor Co. Ltd. ADR		20,000		492,200
			$	8,933,536
Beverages - 4.2%
Anheuser-Busch Companies, Inc.		4,401,266	$	201,357,919
Brown-Forman Corp. Class A		547,732		35,054,848

Security	Shares		Value
Beverages (continued)
Brown-Forman Corp. Class B		45,820	$	2,770,277
Coca-Cola Company (The)		3,550,659		148,240,013
Coca-Cola Enterprises, Inc.		1,756,930		38,670,029
PepsiCo., Inc.		6,274,023		338,358,060
			$	764,451,146
Biotechnology - 1.7%
Amgen, Inc.(1)		4,048,249	$	244,757,135
Applera Corp. - Celera Genomics Group(1)		26,000		285,220
Biogen Idec, Inc.(1)		11,200		385,840
Genzyme Corp.(1)		564,926		33,946,403
Gilead Sciences, Inc.(1)		115,482		5,080,053
Incyte Corp.(1)		14,294		102,202
Invitrogen Corp.(1)		429,910		35,807,204
Vertex Pharmaceuticals, Inc.(1)		13,000		218,920
			$	320,582,977
Building Products - 0.9%
American Standard Companies, Inc.		975,691	$	40,900,967
Masco Corp.		4,157,854		132,053,443
Water Pik Technologies, Inc.(1)		2,141		40,786
			$	172,995,196
Capital Markets - 3.9%
Affiliated Managers Group(1)		20,520	$	1,402,132
Bank of New York Co., Inc. (The)		398,470		11,467,967
Bear Stearns Companies, Inc.		88,001		9,146,824
Credit Suisse Group		155,136		6,082,862
Federated Investors, Inc.		1,666,768		50,019,708
Franklin Resources, Inc.		1,462,116		112,553,690
Goldman Sachs Group, Inc.		948,077		96,722,816
Investors Financial Services Corp.		453,428		17,148,647
Knight Capital Group, Inc.(1)		1,750,000		13,335,000
Legg Mason, Inc.		26,461		2,754,855
Lehman Brothers Holdings, Inc.		96,237		9,554,409
Mellon Financial Corp.		235,337		6,751,819
Merrill Lynch & Co., Inc.		2,041,332		112,293,673
Morgan Stanley		3,744,289		196,462,844
Northern Trust Corp.		429,252		19,569,599
Nuveen Investments Class A		150,000		5,643,000
Piper Jaffray Companies, Inc.(1)		40,992		1,247,387
Price (T. Rowe) Group, Inc.		163,648		10,244,365

See notes to financial statements

11

Tax-Managed Growth Portfolio as of June 30, 2005

PORTFOLIO OF INVESTMENTS (Unaudited)CONT'D

Security	Shares		Value
Capital Markets (continued)
Raymond James Financial, Inc.		147,337	$	4,162,270
Schwab (Charles) & Co.		857,261		9,669,904
State Street Corp.		132,670		6,401,327
UBS AG		63,392		4,935,067
Waddell & Reed Financial, Inc., Class A		273,635		5,062,247
			$	712,632,412
Chemicals - 0.9%
Airgas, Inc.		264,027	$	6,513,546
Arch Chemicals, Inc.		4,950		123,552
Ashland, Inc.(1)		116,107		8,344,610
Bayer AG ADR		40,000		1,331,200
Dow Chemical Co. (The)		266,675		11,875,038
DuPont (E.I.) de Nemours & Co.		1,133,572		48,754,932
Ecolab, Inc.		258,423		8,362,568
MacDermid, Inc.		61,937		1,929,957
Monsanto Company		19,181		1,205,909
Olin Corp.		9,900		180,576
PPG Industries, Inc.		23,542		1,477,496
Rohm and Haas Co.		2,601		120,530
RPM, Inc.		70,138		1,280,720
Sigma-Aldrich Corp.		630,897		35,355,468
Solutia, Inc.(1)		20,293		11,871
Valspar Corp.		731,155		35,307,475
			$	162,175,448
Commercial Banks - 8.7%
Amegy Bancorp, Inc.		1,255,140	$	28,090,033
AmSouth Bancorporation		586,767		15,255,942
Associated Banc-Corp.		1,056,688		35,568,118
Bank of America Corp.		4,884,245		222,770,414
Bank of Hawaii Corp.		69,735		3,539,051
Bank of Montreal		266,320		12,391,870
BB&T Corp.		1,804,226		72,114,913
Canadian Imperial Bank of Commerce		100,000		6,197,000
City National Corp.		184,221		13,210,488
Colonial Bancgroup, Inc. (The)		253,936		5,601,828
Comerica, Inc.		331,589		19,165,844
Commerce Bancshares, Inc.		155,154		7,821,313
Compass Bancshares, Inc.		299,160		13,462,200
Fifth Third Bancorp		1,720,472		70,900,651
First Citizens BancShares, Inc.		30,600		4,423,230
First Financial Bancorp.		47,933		905,934

Security	Shares		Value
Commercial Banks (continued)
First Horizon National Corp.		153,987	$	6,498,251
First Midwest Bancorp, Inc.		815,329		28,675,121
Hibernia Corp. Class A		187,345		6,216,107
HSBC Holdings PLC ADR		608,805		48,491,318
Huntington Bancshares, Inc.		630,239		15,213,969
KeyCorp		835,217		27,687,444
M&T Bank Corp.		54,058		5,684,739
Marshall & Ilsley Corp.		629,932		28,000,477
National City Corp.		1,652,359		56,378,489
North Fork Bancorporation, Inc.		1,825,892		51,289,306
PNC Bank Corp.		149,958		8,166,713
Popular, Inc.		1,432		36,072
Regions Financial Corp.		1,883,666		63,818,604
Royal Bank of Canada		353,553		21,906,144
Royal Bank of Scotland Group PLC		50,837		1,531,287
S&T Bancorp, Inc.		100,000		3,610,000
Societe Generale		859,825		87,225,032
SunTrust Banks, Inc.		1,388,437		100,300,689
Synovus Financial Corp.		1,369,351		39,259,293
TCF Financial Corp.		72,500		1,876,300
Trustmark Corp.		205,425		6,010,735
U.S. Bancorp		5,086,973		148,539,612
Valley National Bancorp.		104,601		2,445,571
Wachovia Corp.		2,071,982		102,770,307
Wells Fargo & Co.		2,396,974		147,605,659
Westamerica Bancorporation		268,474		14,178,112
Whitney Holding Corp.		516,858		16,865,060
Zions Bancorporation		231,190		16,999,401
			$	1,588,698,641
Commercial Services & Supplies - 1.5%
Allied Waste Industries, Inc.(1)		1,674,390	$	13,277,913
Avery Dennison Corp.		1,004,475		53,196,996
Banta Corp.		42,341		1,920,588
Cendant Corp.		784,731		17,554,432
Century Business Services, Inc.(1)		185,000		749,250
Cintas Corp.		1,568,941		60,561,123
Consolidated Graphics, Inc.(1)		70,215		2,862,666
Deluxe Corp.		32,000		1,299,200
Donnelley (R.R.) & Sons Co.		91,260		3,149,383
Equifax, Inc.		80,000		2,856,800
HNI Corp.		1,331,533		68,107,913
Hudson Highland Group, Inc.(1)		10,262		159,985

See notes to financial statements

12

Tax-Managed Growth Portfolio as of June 30, 2005

PORTFOLIO OF INVESTMENTS (Unaudited)CONT'D

Security	Shares		Value
Commercial Services & Supplies (continued)
Ikon Office Solutions, Inc.		56,287	$	535,289
Imagistics International, Inc.(1)		809		22,652
Manpower, Inc.		2,000		79,560
Miller (Herman), Inc.		541,800		16,709,112
Monster Worldwide, Inc.(1)		68,426		1,962,458
Navigant Consulting, Inc.(1)		273,137		4,823,599
PHH Corp.(1)		27,467		706,451
Pitney Bowes, Inc.		22,857		995,422
School Specialty Corp.(1)		49,197		2,287,660
Steelcase, Inc.		123,000		1,703,550
Waste Management, Inc.		1,014,367		28,747,161
			$	284,269,163
Communications Equipment - 1.4%
3Com Corp.(1)		869,674	$	3,165,613
ADC Telecommunications, Inc.(1)		41,693		907,656
Alcatel S.A. ADR(1)		43,728		477,072
Avaya, Inc.(1)		56,571		470,671
Ciena Corp.(1)		380,378		794,990
Cisco Systems, Inc.(1)		4,918,086		93,984,623
Comverse Technology, Inc.(1)		340,508		8,053,014
Corning, Inc.(1)		3,636,520		60,438,962
Enterasys Networks, Inc.(1)		98,848		88,963
JDS Uniphase Corp.(1)		52,451		79,726
Lucent Technologies, Inc.(1)		555,464		1,616,400
Motorola, Inc.		1,335,456		24,385,427
Nokia Corp., Class A, ADR		2,042,478		33,986,834
Nortel Networks Corp.(1)		996,447		2,600,727
Qualcomm, Inc.		534,846		17,655,266
Riverstone Networks, Inc.(1)		28,706		17,941
Tellabs, Inc.(1)		110,405		960,523
			$	249,684,408
Computers & Peripherals - 2.5%
Dell, Inc.(1)		4,420,850	$	174,667,783
EMC Corp.(1)		1,377,291		18,882,660
Gateway, Inc.(1)		86,345		284,938
Hewlett-Packard Co.		913,405		21,474,152
International Business Machines Corp.		1,689,360		125,350,512
Lexmark International, Inc., Class A(1)		1,709,509		110,827,468
McData Corp., Class A(1)		17,982		71,928
Network Appliance, Inc.(1)		488,000		13,795,760

Security	Shares		Value
Computers & Peripherals (continued)
PalmOne, Inc.(1)		64,913	$	1,932,460
Sun Microsystems, Inc.(1)		319,180		1,190,541
			$	468,478,202
Construction & Engineering - 0.1%
Dycom Industries, Inc.(1)		143,116	$	2,835,128
Jacobs Engineering Group, Inc.(1)		162,719		9,154,571
			$	11,989,699
Construction Materials - 0.1%
CRH PLC		329,450	$	8,666,264
Vulcan Materials Co.		184,512		11,991,435
			$	20,657,699
Consumer Finance - 1.1%
American Express Co.		613,160	$	32,638,507
Capital One Financial Corp.		1,409,490		112,773,295
MBNA Corp.		496,474		12,987,760
Providian Financial Corp.(1)		457,296		8,062,128
SLM Corp.		905,499		45,999,349
			$	212,461,039
Containers & Packaging - 0.1%
Bemis Co.		295,186	$	7,834,236
Caraustar Industries, Inc.(1)		167,599		1,759,789
Sealed Air Corp.(1)		37,014		1,842,927
Sonoco Products Co.		148,033		3,922,874
Temple-Inland, Inc.		115,924		4,306,577
			$	19,666,403
Department Stores - 0.0%
Neiman Marcus Group, Inc. (The)		6	$	580
			$	580
Distributors - 0.1%
Genuine Parts Company		314,107	$	12,906,657
			$	12,906,657
Diversified Consumer Services - 0.5%
Apollo Group, Inc. Class A(1)		47,312	$	3,700,745
Block (H&R), Inc.		787,622		45,957,744

See notes to financial statements

13

Tax-Managed Growth Portfolio as of June 30, 2005

PORTFOLIO OF INVESTMENTS (Unaudited)CONT'D

Security	Shares		Value
Diversified Consumer Services (continued)
Laureate Education, Inc.(1)		520,213	$	24,897,394
Service Corp. International		142,389		1,141,960
ServiceMaster Co.		1,156,537		15,486,030
Stewart Enterprises, Inc.		114,000		745,560
			$	91,929,433
Diversified Financial Services - 1.7%
Citigroup, Inc.		4,109,506	$	189,982,462
Finova Group, Inc.(1)		175,587		14,925
ING Groep NV ADR		257,281		7,216,732
JPMorgan Chase & Co.		3,128,352		110,493,393
Moody's Corp.		135,086		6,073,467
			$	313,780,979
Diversified Telecommunication Services - 1.9%
Alltel Corp.		1,598,689	$	99,566,351
AT&T Corp.		502,314		9,564,059
BCE, Inc.		3,400,000		80,512,000
BellSouth Corp.		185,784		4,936,281
Cincinnati Bell, Inc.(1)		169,013		726,756
Citizens Communications Co.		13,568		182,354
Deutsche Telekom AG ADR		2,006,790		36,965,072
McLeodUSA, Inc.(1)		947		48
Qwest Communications International, Inc.(1)		47,762		177,197
RSL Communications Ltd.(1)(2)		247,161		0
SBC Communications, Inc.		1,285,015		30,519,106
Sprint Corp.		101,903		2,556,746
Telefonos de Mexico SA ADR		3,251,574		61,422,233
Verizon Communications, Inc.		450,014		15,547,984
			$	342,676,187
Electric Utilities - 0.3%
Ameren Corp.		5,000	$	276,500
American Electric Power Co., Inc.		960		35,395
Exelon Corp.		1,002,000		51,432,660
PG&E Corp.		47,705		1,790,846
Southern Co. (The)		65,985		2,287,700
Teco Energy, Inc.		34,145		645,682
			$	56,468,783
Electrical Equipment - 0.5%
American Power Conversion Corp.		34,704	$	818,667
Baldor Electric Co.		149,060		3,625,139

Security	Shares		Value
Electrical Equipment (continued)
Emerson Electric Co.		1,147,739	$	71,882,894
Rockwell International Corp.		159,099		7,749,712
Roper Industries, Inc.		23,122		1,650,217
Thomas and Betts Corp.(1)		114,600		3,236,304
			$	88,962,933
Electronic Equipment & Instruments - 0.6%
Agilent Technologies, Inc.(1)		461,232	$	10,617,561
Arrow Electronics, Inc.(1)		8,750		237,650
Flextronics International, Ltd.(1)		441,607		5,833,628
Jabil Circuit, Inc.(1)		2,127,971		65,392,549
Molex, Inc., Class A		62,131		1,458,836
National Instruments Corp.		735,687		15,596,564
Plexus Corp.(1)		153,745		2,187,791
Sanmina Corp.(1)		1,140,602		6,239,093
Solectron Corp.(1)		1,752,794		6,643,089
			$	114,206,761
Energy Equipment & Services - 0.7%
Baker Hughes, Inc.		455,117	$	23,283,786
Core Laboratories NV(1)		31,290		839,198
Grant Prideco, Inc.(1)		11,694		309,306
Halliburton Co.		706,778		33,798,124
National-Oilwell, Inc.(1)		427,772		20,336,281
Schlumberger Ltd.		553,812		42,056,483
Smith International, Inc.		140,000		8,918,000
Transocean Sedco Forex, Inc.(1)		103,602		5,591,400
			$	135,132,578
Food & Staples Retailing - 2.1%
Albertson's, Inc.		981,818	$	20,303,996
Casey's General Stores, Inc.		35,260		698,853
Costco Wholesale Corp.		927,132		41,554,056
CVS Corp.		263,610		7,663,143
Kroger Co. (The)(1)		1,354,998		25,785,612
Safeway, Inc.		1,191,841		26,923,688
Sysco Corp.(2)(3)		30,000		1,084,886
Sysco Corp.		1,810,217		65,511,753
Sysco Corp.(2)(3)		60,000		2,169,410
Walgreen Co.		912,719		41,975,947
Wal-Mart Stores, Inc.		2,991,799		144,204,712
Winn-Dixie Stores, Inc.(1)		137,447		149,817
			$	378,025,873

See notes to financial statements

14

Tax-Managed Growth Portfolio as of June 30, 2005

PORTFOLIO OF INVESTMENTS (Unaudited)CONT'D

Security	Shares		Value
Food Products - 2.7%
Archer-Daniels-Midland Co.		977,204	$	20,892,622
Campbell Soup Co.		1,276,023		39,263,228
ConAgra Foods, Inc.		1,598,140		37,012,922
Dean Foods Co.(1)		362,189		12,763,540
Del Monte Foods Co.(1)		99,492		1,071,529
General Mills, Inc.		159,029		7,440,967
Heinz (H.J.) Co.		299,708		10,615,657
Hershey Foods Corp.		506,511		31,454,333
JM Smucker Co.		12,138		569,758
Kellogg Co.		58,538		2,601,429
Kraft Foods, Inc.		465		14,792
Nestle SA		275,000		70,274,200
Sara Lee Corp.		4,785,008		94,791,008
Smithfield Foods, Inc.(1)		3,845,278		104,860,731
TreeHouse Foods, Inc.(1)		72,438		2,065,202
Tyson Foods, Inc.		315,272		5,611,842
Wrigley (Wm.) Jr. Co.		857,367		59,021,144
			$	500,324,904
Gas Utilities - 0.0%
National Fuel Gas Co.		4,000	$	115,640
			$	115,640
Health Care Equipment & Supplies - 1.3%
Advanced Medical Optics, Inc.(1)		31,158	$	1,238,530
Bausch & Lomb, Inc.		29,250		2,427,750
Baxter International, Inc.		229,317		8,507,661
Becton, Dickinson and Co.		64,173		3,367,157
Biomet, Inc.		419,890		14,544,990
Boston Scientific Corp.(1)		1,109,134		29,946,618
Dentsply International, Inc.		7,705		416,070
Dionex Corp.(1)		139,750		6,094,497
Edwards Lifesciences Corp.(1)		10,353		445,386
Guidant Corp.		57,206		3,849,964
Hillenbrand Industries, Inc.		489,188		24,728,453
Hospira, Inc.(1)		192,411		7,504,029
Lumenis Ltd.(1)		100,000		150,000
Medtronic, Inc.		2,066,441		107,020,979
PerkinElmer, Inc.		254,526		4,810,541
St. Jude Medical, Inc.(1)		48,028		2,094,501
Steris Corp.		6,145		158,357
Stryker Corp.		36,741		1,747,402

Security	Shares		Value
Health Care Equipment & Supplies (continued)
Waters Corp.(1)		165,841	$	6,164,310
Zimmer Holdings, Inc.(1)		290,489		22,126,547
			$	247,343,742
Health Care Providers & Services - 2.0%
AmerisourceBergen Corp.		174,177	$	12,044,340
Beverly Enterprises, Inc.(1)		50,586		644,466
Cardinal Health, Inc.		1,784,669		102,761,241
Caremark Rx, Inc.(1)		701,471		31,229,489
Cigna Corp.		11,836		1,266,807
Express Scripts, Inc.(1)		53,316		2,664,734
HCA, Inc.		140		7,934
Health Management Associates, Inc., Class A		242,438		6,347,027
IDX Systems Corp.(1)		60,000		1,808,400
IMS Health, Inc.		280,530		6,948,728
McKesson Corp.		2,631		117,842
Medco Health Solutions, Inc.(1)		175,584		9,369,162
Parexel International Corp.(1)		27,837		552,564
Renal Care Group, Inc.(1)		372,577		17,175,800
Schein (Henry) Corp.(1)		2,189,855		90,922,780
Sunrise Assisted Living, Inc.(1)		144,000		7,773,120
Tenet Healthcare Corp.(1)		3,961		48,483
UnitedHealth Group, Inc.		403,952		21,062,057
Ventiv Health, Inc.(1)		13,170		253,918
WellPoint, Inc.(1)		808,000		56,269,120
			$	369,268,012
Hotels, Restaurants & Leisure - 1.9%
Brinker International, Inc.(1)		236,211	$	9,460,251
Carnival Corp.		561,335		30,620,824
CBRL Group, Inc.		62,047		2,411,146
Darden Restaurants, Inc.		184,714		6,091,868
Evans (Bob) Farms, Inc.		50,957		1,188,317
Gaylord Entertainment Co.(1)		428,482		19,920,128
International Game Technology		400,000		11,260,000
International Speedway Corp.		118,344		6,658,033
Jack in the Box, Inc.(1)		500,000		18,960,000
Lone Star Steakhouse & Saloon, Inc.		145,981		4,439,282
Marriott International, Inc.		272,535		18,592,338
McDonald's Corp.		863,972		23,975,223
MGM Grand, Inc.(1)		188,890		7,476,266
Navigant International, Inc.(1)		38,258		562,010

See notes to financial statements

15

Tax-Managed Growth Portfolio as of June 30, 2005

PORTFOLIO OF INVESTMENTS (Unaudited)CONT'D

Security	Shares		Value
Hotels, Restaurants & Leisure (continued)
Outback Steakhouse, Inc.		1,534,369	$	69,414,854
Papa John's International, Inc.(1)		190,361		7,608,729
Royal Caribbean Cruises Ltd.		500,000		24,180,000
Sonic Corp.(1)		159,765		4,877,625
Starbucks Corp.(1)		1,199,709		61,976,967
Yum! Brands, Inc.		236,553		12,319,680
			$	341,993,541
Household Durables - 0.6%
Blyth Industries, Inc.		705,171	$	19,780,047
D.R. Horton, Inc.		625,255		23,515,841
Department 56, Inc.(1)		5,455		55,914
Fortune Brands, Inc.		128,148		11,379,542
Helen of Troy Ltd.(1)		20,000		509,200
Interface, Inc., Class A(1)		75,467		607,509
Leggett & Platt, Inc.		1,813,805		48,210,937
Maytag Corp.		27,073		423,963
Newell Rubbermaid, Inc.		411,393		9,807,609
Snap-On, Inc.		42,453		1,456,138
			$	115,746,700
Household Products - 1.7%
Clorox Co. (The)		53,688	$	2,991,495
Colgate-Palmolive Co.		714,888		35,680,060
Energizer Holdings, Inc.(1)		168,981		10,505,549
Kimberly-Clark Corp.		1,555,480		97,357,493
Procter & Gamble Co.		3,183,122		167,909,686
			$	314,444,283
Independent Power Producers & Energy Traders - 0.2%
AES Corp.(1)		49,542	$	811,498
Duke Energy Corp.		417,416		12,409,778
Dynegy, Inc.(1)		22,688		110,264
TXU Corp.		199,013		16,535,990
			$	29,867,530
Industrial Conglomerates - 2.9%
3M Co.		745,287	$	53,884,250
General Electric Co.		12,324,290		427,036,649
Teleflex, Inc.		33,700		2,000,769
Tyco International, Ltd.		1,715,944		50,105,565
			$	533,027,233

Security	Shares		Value
Insurance - 5.9%
21st Century Insurance Group		70,700	$	1,049,188
Aegon N.V. ADR		5,311,829		68,363,239
AFLAC, Inc.		2,162,527		93,594,169
Allstate Corp. (The)		191,610		11,448,698
American International Group, Inc.		5,411,957		314,434,702
AON Corp.		786,684		19,698,567
Berkshire Hathaway, Inc., Class A(1)		487		40,664,500
Berkshire Hathaway, Inc., Class B(1)		41,316		115,003,086
Chubb Corp.		6,077		520,252
Commerce Group, Inc.		120,000		7,453,200
Gallagher (Arthur J.) and Co.		726,310		19,704,790
Hartford Financial Services Group, Inc.		11,094		829,609
Jefferson-Pilot Corp.		186,756		9,416,238
Lincoln National Corp.		52,903		2,482,209
Manulife Financial Corp.		74,958		3,583,742
Marsh & McLennan Cos., Inc.		837,113		23,188,030
MetLife, Inc.		1,869,700		84,024,318
Old Republic International Corp.		240,548		6,083,459
Progressive Corp.(2)(3)		10,900		1,076,221
Progressive Corp.		1,995,408		197,166,264
Safeco Corp.		161,000		8,748,740
St. Paul Companies, Inc. (The)		291,677		11,529,992
Torchmark Corp.		345,335		18,026,487
UICI		43,597		1,297,883
UnumProvident Corp.		53,710		983,967
XL Capital Ltd., Class A		187,100		13,923,982
			$	1,074,295,532
Internet & Catalog Retail - 0.3%
Amazon.com Inc.(1)		23,500	$	777,380
eBay, Inc.(1)		1,257,244		41,501,624
IAC/InterActiveCorp(1)		806,192		19,388,918
			$	61,667,922
IT Services - 2.4%
Accenture Ltd.(1)		3,138,000	$	71,138,460
Acxiom Corp.		647,804		13,526,148
Affiliated Computer Services, Inc.(1)		183,730		9,388,603
Automatic Data Processing, Inc.		1,554,446		65,240,099
BISYS Group, Inc. (The)(1)		65,000		971,100
Ceridian Corp.(1)		26,632		518,791
Certegy, Inc.		42,862		1,638,186
Computer Sciences Corp.(1)		268,947		11,752,984

See notes to financial statements

16

Tax-Managed Growth Portfolio as of June 30, 2005

PORTFOLIO OF INVESTMENTS (Unaudited)CONT'D

Security	Shares		Value
IT Services (continued)
CSG Systems International, Inc.(1)		25,200	$	478,296
DST Systems, Inc.(1)		309,105		14,466,114
eFunds, Corp.(1)		1		18
Electronic Data Systems Corp.		2,752		52,976
First Data Corp.		3,813,208		153,062,169
Fiserv, Inc.(1)		300,000		12,885,000
Gartner Group, Inc., Class A(1)		3,000		31,860
Gartner Group, Inc., Class B(1)		27,576		292,030
Keane, Inc.(1)		38,193		523,244
Paychex, Inc.		1,598,101		52,002,207
Perot Systems Corp.(1)		689,196		9,800,367
Safeguard Scientific, Inc.(1)		26,579		34,021
SunGard Data Systems, Inc.(1)		627,684		22,075,646
			$	439,878,319
Leisure Equipment & Products - 0.0%
Eastman Kodak Co.		91,016	$	2,443,780
Mattel, Inc.		30,514		558,406
			$	3,002,186
Machinery - 2.9%
Caterpillar, Inc.(2)(3)		17,093	$	1,628,265
Caterpillar, Inc.		54,360		5,181,052
Danaher Corp.		4,031,970		211,033,310
Deere & Co.		3,350,000		219,391,500
Donaldson Co., Inc.		79,326		2,405,958
Dover Corp.		343,717		12,504,424
Federal Signal Corp.		218,345		3,406,182
Illinois Tool Works, Inc.		851,632		67,858,038
ITT Industries, Inc.		4,214		411,413
Nordson Corp.		163,978		5,621,166
Parker-Hannifin Corp.		45,353		2,812,340
Tecumseh Products Co., Class A		125,700		3,449,208
Wabtec		94,504		2,029,946
			$	537,732,802
Media - 4.8%
ADVO, Inc.		750,000	$	23,887,500
Arbitron, Inc.		11,555		495,710
Belo (A.H.) Corp.		542,924		13,013,888
Cablevision Systems Corp.(1)		207,410		6,678,602
Catalina Marketing Corp.		88,490		2,248,531
Clear Channel Communications, Inc.		132,517		4,098,751

Security	Shares		Value
Media (continued)
Comcast Corp. Class A(1)		1,979,071	$	60,757,480
Comcast Corp. Class A Special(1)		1,280,622		38,354,629
EchoStar Communications, Class A		35,150		1,059,773
Entercom Communications Corp.(1)		220,000		7,323,800
Gannett Co., Inc.		1,070,142		76,119,200
Havas Advertising, S.A. ADR		3,142,938		17,034,724
Interpublic Group of Cos., Inc.(1)		1,130,574		13,770,391
Knight Ridder, Inc.		18,123		1,111,665
Lamar Advertising Co.(1)		241,409		10,325,063
Liberty Global, Inc. Class A(1)		50,655		2,364,069
Liberty Global, Inc. Class B(1)		1,643		79,751
Liberty Media Corp. Class A(1)		1,326,604		13,518,095
Liberty Media Corp. Class B(1)		32,876		347,828
McClatchy Co. (The)		48,066		3,145,439
McGraw-Hill Companies, Inc. (The)		693,928		30,706,314
Meredith Corp.		78,054		3,829,329
New York Times Co. (The), Class A		303,168		9,443,683
News Corp. Inc. Class A		187,934		3,040,772
Omnicom Group, Inc.		2,322,646		185,486,510
Proquest Company(1)		115,000		3,770,850
Publicis Groupe SA		329,132		9,686,087
Reuters Holdings PLC ADR		1,431		60,666
Scripps (The E.W.) Company		51,066		2,492,021
Time Warner, Inc.(1)		4,154,531		69,422,213
Tribune Co.		1,440,457		50,675,277
Univision Communications, Inc.(1)		401,298		11,055,760
Viacom, Inc., Class A		29,774		959,318
Viacom, Inc., Class B		948,871		30,382,849
Vivendi Universal SA ADR		490,725		15,374,414
Walt Disney Co. (The)		4,887,954		123,078,682
Washington Post Co. (The)		16,470		13,752,944
Westwood One, Inc.		122,400		2,500,632
WPP Group PLC		139,450		1,428,968
WPP Group PLC ADR		256,051		13,071,404
			$	875,953,582
Metals & Mining - 0.3%
Alcoa, Inc.		697,947	$	18,237,355
Allegheny Technologies, Inc.		21,408		472,260
Inco, Ltd.		200,000		7,550,000
Nucor Corp.		421,662		19,236,220
Phelps Dodge Corp.		14,862		1,374,735
Steel Dynamics, Inc.		311,800		8,184,750
			$	55,055,320

See notes to financial statements

17

Tax-Managed Growth Portfolio as of June 30, 2005

PORTFOLIO OF INVESTMENTS (Unaudited)CONT'D

Security	Shares		Value
Multiline Retail - 1.8%
99 Cents Only Stores(1)		1,142,232	$	14,517,769
Dollar General Corp.		101,456		2,065,644
Dollar Tree Stores, Inc.(1)		659,218		15,821,232
Family Dollar Stores, Inc.		2,618,411		68,340,527
Kohl's Corp.(1)		55		3,075
May Department Stores Co. (The)		437,780		17,581,245
Nordstrom, Inc.		65,692		4,465,085
Penney (J.C.) Company, Inc.		130,816		6,878,305
Sears Holdings Corp.(1)		6,230		933,690
Target Corp.		3,549,371		193,121,276
			$	323,727,848
Multi-Utilities - 0.0%
Dominion Resources, Inc.		3,249	$	238,444
Wisconsin Energy Corp.		9,576		373,464
			$	611,908
Office Electronics - 0.0%
Xerox Corp.(1)		42,878	$	591,288
Zebra Technologies Corp., Class A(1)		13,500		591,165
			$	1,182,453
Oil, Gas & Consumable Fuels - 9.7%
Amerada Hess Corp.		18,947	$	2,018,045
Anadarko Petroleum Corp.		2,556,996		210,057,221
Apache Corp.		2,074,432		134,008,307
BP PLC ADR		5,083,828		317,129,191
Burlington Resources, Inc.		4,339,822		239,731,767
Chevron Corp.		351,610		19,662,031
ConocoPhillips		3,326,290		191,228,412
Devon Energy Corp.		1,015,400		51,460,472
El Paso Corp.		148,709		1,713,128
Exxon Mobil Corp.		6,294,824		361,763,535
Kerr-McGee Corp.		267,327		20,399,723
Kinder Morgan, Inc.		1,781,672		148,235,110
Marathon Oil Corp.		1,450		77,387
Murphy Oil Corp.		39,036		2,038,850
Newfield Exploration Co.(1)		120,000		4,786,800
Royal Dutch Petroleum Co.		118,194		7,670,791
Total SA ADR		400,000		46,740,000
Valero Energy Corp.		103,020		8,149,912
Williams Companies, Inc. (The)		219,065		4,162,235
			$	1,771,032,917

Security	Shares		Value
Paper and Forest Products - 0.2%
Georgia-Pacific Corp.		488,939	$	15,548,260
International Paper Co.		112,154		3,388,172
Louisiana-Pacific Corp.		70,750		1,739,035
MeadWestvaco Corp.		84,358		2,365,398
Neenah Paper, Inc.		41,453		1,283,799
Weyerhaeuser Co.		89,778		5,714,370
			$	30,039,034
Personal Products - 1.6%
Avon Products, Inc.		173,400	$	6,563,190
Gillette Company		3,966,764		200,837,261
Lauder (Estee) Companies, Inc.		2,092,312		81,872,169
			$	289,272,620
Pharmaceuticals - 6.5%
Abbott Laboratories		3,015,317	$	147,780,686
Allergan, Inc.		38,300		3,264,692
Andrx Corp.(1)		180,170		3,659,253
Bristol-Myers Squibb Co.		4,659,347		116,390,488
Elan Corp. PLC ADR(1)		31,838		217,135
Forest Laboratories, Inc.(1)		56,800		2,206,680
GlaxoSmithKline PLC ADR		434,293		21,067,553
Johnson & Johnson		3,276,675		212,983,875
King Pharmaceuticals, Inc.(1)		505,637		5,268,738
Lilly (Eli) & Co.		3,780,716		210,623,688
Merck & Co., Inc.		2,536,057		78,110,556
Mylan Laboratories, Inc.		27,992		538,566
Novo Nordisk ADR		292,277		14,897,359
Pfizer, Inc.		7,713,548		212,739,654
Schering AG ADR		25,000		1,542,250
Schering-Plough Corp.		2,481,743		47,302,022
Sepracor, Inc.(1)		4,000		240,040
Teva Pharmaceutical Industries Ltd. ADR		1,960,008		61,034,649
Watson Pharmaceuticals, Inc.(1)		682,822		20,184,218
Wyeth Corp.		840,705		37,411,373
			$	1,197,463,475
Real Estate - 0.2%
AvalonBay Communities, Inc.		28,867	$	2,332,454
Catellus Development Corp.		398,165		13,059,812
Forest City Enterprises, Class A		38,663		2,745,073
Jones Lang LaSalle, Inc.(1)		1,835		81,162

See notes to financial statements

18

Tax-Managed Growth Portfolio as of June 30, 2005

PORTFOLIO OF INVESTMENTS (Unaudited)CONT'D

Security	Shares		Value
Real Estate (continued)
Plum Creek Timber Co., Inc.		198,791	$	7,216,113
Trammell Crow Co.(1)		473,932		11,488,112
			$	36,922,726
Road & Rail - 0.2%
ANC Rental Corp.(1)		389,417	$	39
Burlington Northern Santa Fe Corp.		192,065		9,042,420
CSX Corporation		38,134		1,626,796
Florida East Coast Industries, Inc.		121,978		5,281,647
Heartland Express, Inc.		653,154		12,690,782
Kansas City Southern Industries, Inc.(1)		15,215		307,039
Norfolk Southern Corp.		3,990		123,530
Union Pacific Corp.		10,453		677,354
			$	29,749,607
Semiconductors & Semiconductor Equipment - 2.3%
Agere Systems, Inc.(1)		16,588	$	199,056
Altera Corp.(1)		66,116		1,310,419
Analog Devices, Inc.		574,160		21,421,910
Applied Materials, Inc.		1,441,642		23,325,768
Broadcom Corp., Class A(1)		541,281		19,220,888
Broadcom Corp., Class A(1)(2)(3)		35,000		1,241,918
Conexant Systems, Inc.(1)		134,174		216,020
Cypress Semiconductor Corporation(1)		152,742		1,923,022
Freescale Semiconductor, Class B(1)		101,704		2,154,091
Intel Corp.		10,106,487		263,375,051
KLA-Tencor Corp.		148,373		6,483,900
Linear Technology Corp.		187,760		6,888,914
LSI Logic Corp.(1)		132,810		1,127,557
Maxim Integrated Products Co.		274,351		10,482,952
Mindspeed Technologies, Inc.(1)		44,724		54,563
Skyworks Solutions, Inc.(1)		98,685		727,308
Taiwan Semiconductor Manufacturing Co., Ltd. ADR		909		8,293
Teradyne, Inc.(1)		27,996		335,112
Texas Instruments, Inc.		1,881,394		52,810,730
Xilinx, Inc.		59,554		1,518,627
			$	414,826,099
Software - 1.9%
Adobe Systems, Inc.		550,338	$	15,750,674
Cadence Design Systems, Inc.(1)		596,556		8,148,955
Cognos, Inc.(1)		77,000		2,628,780

Security	Shares		Value
Software (continued)
Computer Associates International, Inc.		33,070	$	908,764
Compuware Corp.(1)		150,944		1,085,287
Electronic Arts, Inc.(1)		21,405		1,211,737
Fair Isaac Corp.		809,818		29,558,357
Henry (Jack) & Associates		201,006		3,680,420
Intuit, Inc.(1)		616,354		27,803,729
Microsoft Corp.		7,131,480		177,145,963
Oracle Corp.(1)		900,222		11,882,930
PalmSource, Inc.(1)		20,110		170,935
Parametric Technology Corp.(1)		94,600		603,548
Reynolds & Reynolds Co.		216,412		5,849,616
SAP AG ADR		600,000		25,980,000
Siebel Systems, Inc.		179,184		1,594,738
Symantec Corp.(1)		1,160,900		25,237,966
VERITAS Software Corp.(1)		43,942		1,072,185
Wind River Systems, Inc.(1)		91,910		1,441,149
			$	341,755,733
Specialty Retail - 2.0%
Abercrombie & Fitch Co.		11,225	$	771,158
AutoNation, Inc.(1)		1,480,654		30,383,020
Best Buy Co., Inc.		113,610		7,787,966
Burlington Coat Factory Warehouse Corp.		120,919		5,155,986
CarMax, Inc.(1)		67,797		1,806,790
Circuit City Stores, Inc.		216,000		3,734,640
Gap, Inc. (The)		540,888		10,682,538
Home Depot, Inc. (The)		4,288,033		166,804,484
Limited Brands, Inc.		696,967		14,929,033
Lowe's Companies		878,511		51,146,910
Office Depot, Inc.(1)		80,276		1,833,504
OfficeMax, Inc.		2,192		65,256
Payless Shoesource, Inc.(1)		23,100		443,520
Pep Boys - Manny, Moe & Jack (The)		62,500		846,250
RadioShack Corp.		631,599		14,634,149
Sherwin-Williams Co. (The)		80,569		3,793,994
Staples, Inc.		300,587		6,408,515
Tiffany & Co.		57,286		1,876,689
TJX Companies, Inc. (The)		1,716,834		41,804,908
Too, Inc.(1)		38,284		894,697
			$	365,804,007

See notes to financial statements

19

Tax-Managed Growth Portfolio as of June 30, 2005

PORTFOLIO OF INVESTMENTS (Unaudited)CONT'D

Security	Shares		Value
Textiles, Apparel & Luxury Goods - 0.8%
Coach, Inc.(1)		731,440	$	24,554,441
Nike, Inc., Class B		1,429,222		123,770,625
Unifi, Inc.(1)		1,208		5,122
			$	148,330,188
Thrifts & Mortgage Finance - 0.7%
Countrywide Financial Corp.		1,299,998	$	50,192,923
Fannie Mae		342,499		20,001,942
Freddie Mac		135,586		8,844,275
Golden West Financial Corp.		74,590		4,802,104
MGIC Investment Corp.		85,000		5,543,700
Radian Group, Inc.		1,796		84,807
Washington Mutual, Inc.		927,674		37,747,055
			$	127,216,806
Tobacco - 0.3%
Altria Group, Inc.		747,298	$	48,320,289
			$	48,320,289
Trading Companies & Distributors - 0.0%
United Rentals, Inc.(1)		397,333	$	8,030,100
			$	8,030,100
Wireless Telecommunication Services - 0.1%
Nextel Communications, Inc., Class A(1)		134,072	$	4,331,866
Telephone & Data Systems, Inc.		57,612		2,351,146
Telephone & Data Systems, Inc., Special Shares		70,844		2,716,159
Vodafone Group PLC ADR		232,062		5,643,748
			$	15,042,919
Total Common Stocks (identified cost $14,401,206,817)			$	18,213,694,712
Convertible Preferred Stocks - 0.0%
Security	Shares		Value
Oil, Gas & Consumable Fuels - 0.0%
Enron Corp.(1)(2)		11,050	$	0
			$	0
Total Convertible Preferred Stocks (identified cost $16,626,069)			$	0

Preferred Stocks - 0.0%
Security	Shares		Value
Commercial Banks - 0.0%
Wachovia Corp. (Dividend Equalization Preferred Shares)(1)		166,518	$	832
			$	832
Total Preferred Stocks (identified cost $39,407)			$	832
Rights - 0.0%
Security	Shares		Value
Computers and Business Equipment - 0.0%
Seagate Technology, Inc. (Tax Refund Rights)(1)(2)		197,392	$	0
			$	0
Diversified Telecommunication Services - 0.0%
McLeodUSA, Inc. (Escrow Rights)(1)(2)		1,592,200	$	0
			$	0
Total Rights (identified cost $0)			$	0
Warrants - 0.0%
Security	Shares		Value
Communications Equipment - 0.0%
Lucent Technologies, Inc.(1)		18,106	$	13,942
			$	13,942
Total Warrants (identified cost $0)			$	13,942
Commercial Paper - 0.4%
Security	Principal Amount (000's omitted)		Value
General Electric Capital Corp., 3.38%, 7/1/05	$	22,229	$	22,229,000
Societe Generale North America, 3.21%, 7/5/05		44,000		43,984,307
Total Commercial Paper (at amortized cost, $66,213,307)			$	66,213,307

See notes to financial statements

20

Tax-Managed Growth Portfolio as of June 30, 2005

PORTFOLIO OF INVESTMENTS (Unaudited)CONT'D

Short-Term Investments - 0.0%
Security	Principal Amount (000's omitted)		Value
Investors Bank and Trust Company Time Deposit, 3.40%, 7/1/05	$	2,000	$	2,000,000
Total Short-Term Investments (at amortized cost, $2,000,000)			$	2,000,000
Total Investments - 99.7% (identified cost $14,486,085,600)			$	18,281,922,793
Other Assets, Less Liabilities - 0.3%			$	52,382,242
Net Assets - 100.0%			$	18,334,305,035

ADR - American Depository Receipt

⁽¹⁾  Non-income producing security.

⁽²⁾  Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.

⁽³⁾  Security subject to restrictions on resale (see Note 7).

See notes to financial statements

21

Tax-Managed Growth Portfolio as of June 30, 2005

FINANCIAL STATEMENTS (Unaudited)

Statement of Assets and Liabilities

As of June 30, 2005

Assets
Investments, at value (identified cost, $14,486,085,600)	$	18,281,922,793
Cash		2,828
Receivable for investments sold		26,001,463
Interest and dividends receivable		25,036,987
Tax reclaim receivable		1,731,123
Total assets	$	18,334,695,194
Liabilities
Payable to affiliate for Trustees' fees	$	11,217
Accrued expenses		378,942
Total liabilities	$	390,159
Net Assets applicable to investors' interest in Portfolio	$	18,334,305,035
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	14,538,449,958
Net unrealized appreciation (computed on the basis of identified cost)		3,795,855,077
Total	$	18,334,305,035

Statement of Operations

For the Six Months Ended
June 30, 2005

Investment Income
Dividends (net of foreign taxes, $3,207,044)	$	159,204,525
Interest		881,068
Total investment income	$	160,085,593
Expenses
Investment adviser fee	$	40,134,219
Trustees' fees and expenses		17,228
Custodian fee		1,152,433
Legal and accounting services		62,919
Miscellaneous		43,048
Total expenses	$	41,409,847
Deduct - Reduction of custodian fee	$	231
Reduction of investment adviser fee		88,889
Total expense reductions	$	89,120
Net expenses	$	41,320,727
Net investment income	$	118,764,866
Realized and Unrealized Gain (Loss)
Net realized gain (loss) - Investment transactions (identified cost basis)	$	43,280,563
Securities sold short		(30,244,833	)
Foreign currency transactions		(67,842	)
Net realized gain	$	12,967,888
Change in unrealized appreciation (depreciation) - Investments (identified cost basis)	$	(448,322,634	)
Securities sold short		27,299,373
Foreign currency		(135,492	)
Net change in unrealized appreciation (depreciation)	$	(421,158,753	)
Net realized and unrealized loss	$	(408,190,865	)
Net decrease in net assets from operations	$	(289,425,999	)

See notes to financial statements

22

Tax-Managed Growth Portfolio as of June 30, 2005

FINANCIAL STATEMENTS CONT'D

Statements of Changes in Net Assets

Increase (Decrease) in Net Assets	Six Months Ended June 30, 2005 (Unaudited)			Year Ended December 31, 2004
From operations - Net investment income	$	118,764,866		$	212,033,371
Net realized gain from investment transactions, securities sold short and   foreign currency transactions		12,967,888			152,422,840
Net change in unrealized appreciation (depreciation) of investments, securities   sold short and foreign currency		(421,158,753	)		1,317,878,707
Net increase (decrease) in net assets from operations	$	(289,425,999	)	$	1,682,334,918
Capital transactions - Contributions	$	706,768,331		$	1,775,098,351
Withdrawals		(1,224,179,699	)		(1,925,879,872	)
Net decrease in net assets from capital transactions	$	(517,411,368	)	$	(150,781,521	)
Net increase (decrease) in net assets	$	(806,837,367	)	$	1,531,553,397
Net Assets
At beginning of period	$	19,141,142,402		$	17,609,589,005
At end of period	$	18,334,305,035		$	19,141,142,402

See notes to financial statements

23

Tax-Managed Growth Portfolio as of June 30, 2005

FINANCIAL STATEMENTS CONT'D

Supplementary Data

	Six Months Ended June 30, 2005			Year Ended December 31,
	(Unaudited)			2004			2003			2002			2001			2000
Ratios/Supplemental Data†
Ratios (As a percentage of average daily net assets):
Net expenses		0.45	%(1)		0.45	%		0.45	%		0.45	%		0.45	%		0.45	%
Net expenses after custodian fee reduction		0.45	%(1)		0.45	%		-			-			-			-
Net investment income		1.29	%(1)		1.18	%		1.05	%		0.85	%		0.64	%		0.67	%
Portfolio Turnover		0.12	%		3	%		15	%		23	%		18	%		13	%
Total Return(2)		(1.49	)%		9.67	%		23.88	%		(19.52	)%		(9.67	)%		-
Net assets, end of period (000's omitted)	$	18,334,305		$	19,141,142		$	17,609,589		$	14,571,522		$	18,335,865		$	18,385,069
† The operating expenses of the Portfolio reflect a reduction of the investment adviser fee. Had such action not been taken, the ratios would have been as follows:
Ratios (As a percentage of average daily net assets):
Expenses		0.45	%(1)		0.45	%
Expenses after custodian fee reduction		0.45	%(1)		0.45	%
Net investment income		1.29	%(1)		1.18	%

⁽¹⁾  Annualized.

⁽²⁾  Total return is required to be disclosed for fiscal years beginning after December 15, 2000. Total return is not computed on an annualized basis.

See notes to financial statements

24

Tax-Managed Growth Portfolio as of June 30, 2005

NOTES TO FINANCIAL STATEMENTS (Unaudited)

1  Significant Accounting Policies

Tax-Managed Growth Portfolio (the Portfolio) is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company. The Portfolio, which was organized as a trust under the laws of the State of New York on December 1, 1995, seeks to provide long-term, after-tax returns through investing in a diversified portfolio of equity securities. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America.

AInvestment Valuations - Securities listed on a U.S. securities exchange generally are valued at the last sale price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ National Market System generally are valued at the official NASDAQ closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by an independent pricing service. Exchange-traded options are valued at the last sale price for the day of valuation as quoted on the principal exchange or board of trade on which the options are traded or, in the absence of sales on such date, at the mean between the latest bid and asked prices therefore. Futures positions on securities and currencies generally are valued at closing settlement prices. Short-term debt securities with a remaining maturity of 60 days or less are valued at amortized cost. If short-term debt securities were acquired with a remaining maturity of more than 60 days, their amortized cost value will be based on their value on the sixty-first day prior to maturity. Other fixed income and debt securities, including listed securities and securities for which price quotations are available, will normally be valued on the basis of valuations furnishe d by a pricing service. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by an independent quotation service. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Investments held by the Portfolio for which valuations or market quotations are unavailable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio considering relevant factors, data and information including the market value of freely tradable securities of the same class in the principal market on which such securities are normally traded.

BIncome Taxes - The Portfolio is treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of such taxable income. Since some of the Portfolio's investors are regulated investment companies that invest all or substantially all of their assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (unde r the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate, at least annually among its investors, each investor's distributive share of the Portfolio's net investment income, net realized capital gains, and any other items of income, gain, loss, deduction or credit.

CFutures Contracts - Upon the entering of a financial futures contract, the Portfolio is required to deposit either in cash or securities an amount (initial margin) equal to a certain percentage of the purchase price indicated in the financial futures contract. Subsequent payments are made or received by the Portfolio (margin maintenance) each day, dependent on daily fluctuations in the value of the underlying security, and are recorded for book purposes as unrealized gains or losses by the Portfolio. The Portfolio's investment in financial futures contracts is des igned to hedge against anticipated future changes in the price of current or anticipated portfolio positions. Should prices move unexpectedly, the Portfolio may not achieve the anticipated benefits of the financial futures contracts and may realize a loss.

DPut Options - Upon the purchase of a put option by the Portfolio, the premium paid is recorded as an investment, the value of which is marked-to-market daily. When a purchased option expires, the Portfolio will realize

25

Tax-Managed Growth Portfolio as of June 30, 2005

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT'D

a loss in the amount of the cost of the option. When the Portfolio enters into a closing sale transaction, the Portfolio will realize a gain or loss depending on whether the sales proceeds from the closing sale transaction are greater or less than the cost of the option. When the Portfolio exercises a put option, settlement is made in cash. The risk associated with purchasing options is limited to the premium originally paid.

ESecurities Sold Short - The Portfolio may sell a security short if it owns at least an equal amount of the security sold short or another security exchangeable for an equal amount of the security sold short in anticipation of a decline in the market price of the securities or in order to hedge portfolio positions. The Portfolio will generally borrow the security sold in order to make delivery to the buyer. Upon executing the transaction, the Portfolio records the proceeds as deposits with brokers in the Statement of Assets and Liabilities and establishes an offset ting payable for securities sold short for the securities due on settlement. The proceeds are retained by the broker as collateral for the short position. The liability is marked-to-market and the Portfolio is required to pay the lending broker any dividend or interest income earned while the short position is open. A gain or loss is recorded when the security is delivered to the broker. The Portfolio may recognize a loss on the transaction if the market value of the securities sold increases before the securities are delivered.

FForeign Currency Translation - Investment valuations, other assets and liabilities initially expressed in foreign currencies are converted each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to foreign currency exchange rates are recorded for financial statement purposes as net real ized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

GIndemnifications - Under the Portfolio's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Interestholders in the Portfolio are jointly and severally liable for the liabilities and obligations of the Portfolio in the event that the Portfolio fails to satisfy such liabilities and obligations; provided, however, that, to the extent assets are available in the Portfolio, the Portfolio may, under certain circumstances, indemnify interestholders from and against any claim or liability to which such holder may become subject by reason of being or having been an interestholder in the Portfolio. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.

HOther - Investment transactions are accounted for on a trade-date basis. Dividend income is recorded on the ex-dividend date. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Interest income is recorded on the accrual basis.

IExpense Reduction - Investors Bank & Trust Company (IBT) serves as custodian of the Portfolio. Pursuant to the custodian agreement, IBT receives a fee reduced by credits which are determined based on the average daily cash balances the Portfolio maintains with IBT. All credit balances used to reduce the Portfolio's custodian fees are reported as a reduction of expenses on the Statement of Operations. For the six months ended June 30, 2005, there were $231 in credit balances used to reduce the Portfolio's custodian fee.

JUse of Estimates - The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

KInterim Financial Statements - The interim financial statements relating to June 30, 2005 and for the six months then ended have not been audited by an Independent Registered Public Accounting Firm, but in the opinion of the Portfolio's management reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.

2  Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a wholly-owned subsidiary of Eaton Vance Management (EVM), as compensation for management and investment advisory services rendered to the Portfolio. Under the advisory agreement, BMR receives a

26

Tax-Managed Growth Portfolio as of June 30, 2005

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT'D

monthly advisory fee of 5/96 of 1% (0.625% annually) of the average daily net assets of the Portfolio up to $500,000,000, and at reduced rates as daily net assets exceed that level. Certain of the advisory fee rate reductions are pursuant to an agreement between the Portfolio's Board of Trustees and BMR. Those reductions may not be changed without Trustee and interestholder approval. For the six months ended June 30, 2005, the advisory fee was 0.44% (annualized) of the Portfolio's average daily net assets. BMR has also agreed to reduce the investment adviser fee by an amount equal to that portion of commissions paid to broker dealers in execution of Portfolio security transactions that is consideration for third-party research services. For the six months ended June 30, 2005, BMR waived $88,889 of its advisory fee. Except for Trustees of the Portfolio who are not members of E VM's or BMR's organization, officers and Trustees receive remuneration for their services to the Portfolio out of such investment adviser fee. Trustees of the Portfolio that are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees' Deferred Compensation Plan. For the six months ended June 30, 2005, no significant amounts have been deferred.

Certain officers and Trustees of the Portfolio are officers of the above organizations.

3  Investment Transactions

For the six months ended June 30, 2005, purchases and sales of investments, other than short-term obligations, aggregated $22,688,870 and $415,840,100, respectively. In addition, investments having an aggregate market value of $565,731,197 at dates of withdrawal were distributed in payment for capital withdrawals. During the six months ended June 30, 2005, investors contributed securities with a value of $468,511,867.

4  Federal Income Tax Basis of Unrealized Appreciation (Depreciation)

The cost and unrealized appreciation (depreciation) in value of the investments owned at June 30, 2005 as computed on a federal income tax basis, were as follows:

Aggregate cost	$	4,486,007,609
Gross unrealized appreciation	$	13,797,696,167
Gross unrealized depreciation		(1,780,983	)
Net unrealized appreciation	$	13,795,915,184

Unrealized appreciation on currency is $17,884.

5  Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments include written options, forward foreign currency exchange contracts and financial futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes.

The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and does not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. The Portfolio did not have any open obligations under these financial instruments at June 30, 2005.

6  Line of Credit

The Portfolio participates with other portfolios and funds managed by BMR and EVM and its affiliates in a $150 million unsecured line of credit agreement with a group of banks. Borrowings will be made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to each participating portfolio or fund based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the six months ended June 30, 2005.

27

Tax-Managed Growth Portfolio as of June 30, 2005

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT'D

7  Restricted Securities

At June 30, 2005, the Portfolio owned the following securities (representing 0.04% of net assets) which were restricted as to public resale and not registered under the Securities Act of 1933. The securities are eligible for resale after December 15, 2005, except for the 17,093 shares of Caterpillar, Inc. and the 60,000 shares of Sysco Corp. which are eligible for resale after February 17, 2006 and May 19, 2006, respectively. The securities are valued at fair value using methods determined in good faith by or at the direction of the Trustees.

Common Stocks	Date of Acquisition	Shares		Cost		Fair Value
Broadcom Corp. - Class A	12/15/04		35,000	$	1,121,815	$	1,241,918
Caterpillar, Inc.	2/17/05		17,093		1,580,520		1,628,265
Progressive Corp.	12/15/04		10,900		943,939		1,076,221
Sysco Corp.	12/15/04		30,000		1,115,824		1,084,886
Sysco Corp.	5/19/05		60,000		2,220,777		2,169,410
				$	6,982,875	$	7,200,700

8  Interestholder Meeting

The Portfolio held a Special Meeting of Interestholders on April 29, 2005 to elect Trustees. The results of the vote were as follows:

	Interest in the Portfolio
Nominee for Trustee	Affirmative			Withhold
Benjamin C. Esty		99	%		1	%
James B. Hawkes		99	%		1	%
Samuel L. Hayes, III		99	%		1	%
William H. Park		99	%		1	%
Ronald A. Pearlman		99	%		1	%
Norton H. Reamer		99	%		1	%
Lynn A. Stout		99	%		1	%
Ralph F. Verni		99	%		1	%

Results are rounded to the nearest whole number.

28

Eaton Vance Tax-Managed Growth Fund 1.0

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT

The investment advisory agreement between Tax-Managed Growth Portfolio (the "Portfolio") and its investment adviser, Boston Management and Research, provides that the advisory agreement will continue in effect from year to year so long as its continuance is approved at least annually (i) by a vote of a majority of the noninterested Trustees of the Portfolio cast in person at a meeting called for the purpose of voting on such approval and (ii) by the Trustees of the Portfolio or by vote of a majority of the outstanding interests of the Portfolio.

In considering the annual approval of the investment advisory agreement between the Portfolio and the investment adviser, the Special Committee of the Board of Trustees considered information that had been provided throughout the year at regular Board meetings, as well as information furnished to the Special Committee for a series of meetings held in February and March in preparation for a Board meeting held on March 21, 2005 to specifically consider the renewal of the investment advisory agreement. Such information included, among other things, the following:

•  An independent report comparing Portfolio advisory fees with those of comparable funds;

•  An independent report comparing the Eaton Vance Tax-Managed Growth Fund 1.0's (the "Fund") expense ratio to those of comparable funds;

•  Information regarding Fund investment performance in comparison to a relevant peer group of funds and appropriate indices;

•  The economic outlook and the general investment outlook in relevant investment markets;

•  Eaton Vance Management's ("Eaton Vance") results and financial condition and the overall organization of the investment adviser;

•  The procedures and processes used to determine the fair value of Fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

•  The allocation of brokerage and the benefits received by the investment adviser as a result of brokerage allocation;

•  Eaton Vance's management of the relationship with the custodian, subcustodians and fund accountants;

•  The resources devoted to compliance efforts undertaken by Eaton Vance on behalf of the funds it manages and the record of compliance with the investment policies and restrictions and with policies on personal securities transactions;

•  The quality, nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance and its affiliates; and

•  The terms of the advisory agreement and the reasonableness and appropriateness of the particular fee paid by the Portfolio for the services described therein.

In evaluating the investment advisory agreement between Eaton Vance and the Portfolio, the Special Committee also considered information relating to the education, experience and number of investment professionals and other Eaton Vance personnel whose responsibilities include portfolio management. The Special Committee also considered the investment adviser's experience in managing equity funds with an objective of after-tax returns. The Special Committee also took into account the time and attention to be devoted by senior management to the Portfolio and the other funds in the complex. The Special Committee also took into account the time and attention to be devoted by senior management to the Portfolio and the other funds in the complex. The Special Committee evaluated the level of skill and expertise required to

29

Eaton Vance Tax-Managed Growth Fund 1.0

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT'D

manage the Portfolio and concluded that the human resources available at the investment adviser were appropriate to fulfill effectively its duties on behalf of the Portfolio.

In its review of comparative information with respect to Fund investment performance, the Special Committee concluded that the Fund has performed within a range that the Special Committee deemed competitive. With respect to its review of investment advisory fees, the Special Committee concluded that the fees paid by the Portfolio are within the range of those paid by comparable funds within the mutual fund industry. In reviewing the information regarding the expense ratio of the Fund, the Special Committee concluded that the Fund's expense ratio is within a range that is competitive with comparable funds.

In addition to the factors mentioned above, the Special Committee reviewed the profit levels of the investment adviser and its affiliates in providing investment management and administration services for the Fund and Portfolio and for all Eaton Vance funds as a group. The Special Committee also considered the other benefits realized by Eaton Vance and its affiliates in connection with the operation of the Portfolio, as well as Eaton Vance's implementation of a soft dollar reimbursement program. Pursuant to the soft dollar reimbursement program, the Portfolio may receive reimbursement payments in respect of third party research services obtained by Eaton Vance as a result of soft dollar credits generated through trading on behalf of the Portfolio. In addition, the Special Committee considered the fiduciary duty assumed by the investment adviser in connection with the services rendered to the Po rtfolio and the business reputation of the investment adviser and its financial resources. The Trustees concluded that, in light of the services rendered, the profits realized by the investment adviser are not unreasonable. The Special Committee also considered the extent to which the investment adviser appears to be realizing benefits from economies of scale in managing the Portfolio, and concluded that the fee breakpoints which are in place will allow for an equitable sharing of such benefits, when realized, with the Portfolio and the shareholders of the Fund.

The Special Committee did not consider any single factor as controlling in determining whether or not to renew the investment advisory agreement. Nor are the items described herein all the matters considered by the Special Committee. In assessing the information provided by Eaton Vance and its affiliates, the Special Committee also took into consideration the benefits to shareholders of investing in a fund that is a part of a large family of funds which provides a large variety of shareholder services.

Based on its consideration of the foregoing factors and conclusions, and such other factors and conclusions as it deemed relevant, and assisted by independent counsel, the Special Committee concluded that the renewal of the investment advisory agreement, including the fee structure, is in the interests of shareholders.

30

Eaton Vance Tax-Managed Growth Fund 1.0

INVESTMENT MANAGEMENT

Eaton Vance Tax-Managed Growth Fund 1.0

Officers
Duncan W. Richardson
President
Thomas E. Faust Jr.
Vice President
Michelle A. Green
Treasurer
Alan R. Dynner
Secretary
Paul M. O'Neil
Chief Compliance Officer Trustees
Samuel L. Hayes, III
Chairman
Benjamin C. Esty
James B. Hawkes
William H. Park
Ronald A. Pearlman
Norton H. Reamer
Lynn A. Stout
Ralph F. Verni

Tax-Managed Growth Portfolio

Officers
Duncan W. Richardson
President and Portfolio Manager
Thomas E. Faust Jr.
Vice President
Michelle A. Green
Treasurer
Alan R. Dynner
Secretary
Paul M. O'Neil
Chief Compliance Officer Trustees
Samuel L. Hayes, III
Chairman
Benjamin C. Esty
James B. Hawkes
William H. Park
Ronald A. Pearlman
Norton H. Reamer
Lynn A. Stout
Ralph F. Verni

31

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Investment Adviser of Tax-Managed Growth Portfolio
Boston Management and Research

The Eaton Vance Building

255 State Street

Boston, MA 02109

Administrator of Eaton Vance Tax-Managed Growth Fund 1.0
Eaton Vance Management

The Eaton Vance Building

255 State Street

Boston, MA 02109

Principal Underwriter
Eaton Vance Distributors, Inc.

The Eaton Vance Building

255 State Street

Boston, MA 02109

(617) 482-8260

Custodian
Investors Bank & Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent
PFPC Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Eaton Vance Tax-Managed Growth Fund 1.0

The Eaton Vance Building

255 State Street

Boston, MA 02109

157-8/05  TGSRC

Item 2. Code of Ethics

The registrant has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.  The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122.

Item 3. Audit Committee Financial Expert

The registrant’s Board has designated William H. Park, Samuel L. Hayes, III and Norton H. Reamer, each an independent trustee, as its audit committee financial experts.  Mr. Park is a certified public accountant who is the President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm).  Previously, he served as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (“UAM”) (a holding company owning institutional investment management firms).  Mr. Hayes is the Jacob H. Schiff Professor of Investment Banking Emeritus of the Harvard University Graduate School of Business Administration.  Mr. Reamer is the President, Chief Executive Officer and a Director of Asset Management Finance Corp. (a specialty finance company serving the investment management industry) and is President of Unicorn Corporation (an investment and financial advisory services company).  Formerly, Mr. Reamer was Chairman of Hellman, Jordan Management Co., Inc. (an investment management company) and Advisory Director of Berkshire Capital Corporation (an investment banking firm), Chairman of the Board of UAM and Chairman, President and Director of the UAM Funds (mutual funds).

Item 4. Principal Accountant Fees and Services

Not required in this filing

Item 5.  Audit Committee of Listed registrants

Not required in this filing.

Item 6. Schedule of Investments

Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not required in this filing.

Item 8. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not required in this filing.

Item 9. Submission of Matters to a Vote of Security Holders.

Effective February 7, 2005, the Governance Committee of the Board of Trustees revised the procedures by which a Fund’s shareholders may recommend nominees to the registrant’s Board of Trustees to add the following (highlighted):

The Governance Committee shall, when identifying candidates for the position of Independent Trustee, consider any such candidate recommended by a shareholder of a Fund if such recommendation contains  (i) sufficient background information concerning the candidate, including evidence the candidate is willing to serve as an Independent Trustee if selected for the position; and (ii)is received in a sufficiently timely manner (and in any event no later than the date specified for receipt of shareholder proposals in any applicable proxy statement with respect to a Fund).  Shareholders shall be directed to address any such recommendations in writing to the attention of the Governance Committee, c/o the Secretary of the Fund. The Secretary shall retain copies of any shareholder recommendations which meet the foregoing requirements for a period of not more than 12 months following receipt. The Secretary shall have no obligation to acknowledge receipt of any shareholder recommendations

Item 10. Controls and Procedures

(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b) There have been no changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 11. Exhibits

(a)(1)	Registrant’s Code of Ethics – Not applicable (please see Item 2).
(a)(2)(i)	Treasurer’s Section 302 certification.
(a)(2)(ii)	President’s Section 302 certification.
(b)	Combined Section 906 certification.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Eaton Vance Series Trust
By:	/s/ Duncan W. Richardson
	Duncan W. Richardson
	President
Date:	August 22, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Michelle A. Green
	Michelle A. Green
	Treasurer
Date:	August 22, 2005
By:	/s/ Duncan W. Richardson
	Duncan W. Richardson
	President
Date:	August 22, 2005