K&L GATES
Kirkpatrick & Lockhart Preston Gates Ellis LLP
1601 K Street NW
Washington, DC 20006-1600
T 202.778.9000
www.klgates.com
Francine J. Rosenberger
202.778.9187
Fax: 202.778.9100
francine.rosenberger@klgates.com
August 21, 2007
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Eaton Vance Mutual Funds Trust
File No. 333-145560
Pre-Effective Amendment No. 1 - Registration Statement on Form N-14
On behalf of Eaton Vance Mutual Funds Trust (the “Trust”), transmitted herewith for filing is Pre-Effective Amendment No. 1 to the registration statement for the Trust on Form N-14 (“PEA No. 1”). The primary purpose of PEA No. 1 is to include the pro forma financial statements in Appendix I of the statement of additional information, which were inadvertently omitted from the initial filing on Friday, August 17, 2007. (Accession No. 0000898432-07-000745).
Pursuant to Rule 488 under the Securities Act of 1933, as amended, PEA No. 1 will become effective on the 30th day after filing. This transmission contains a conformed signature page for the Trust and the master portfolio. The manually signed originals of these documents are maintained at the offices of the Trust. If you have any questions or comments regarding the foregoing, please contact me at (202) 778-9187.
Sincerely,
/s/ Francine J. Rosenberger
Francine J. Rosenberger
cc:
Maureen A. Gemma
Vice President, Eaton Vance Management