SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

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The Massachusetts Health & Education Tax-Exempt Trust
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.

(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MASSACHUSETTS 02109

April 1, 2002

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of
The Massachusetts Health & Education Tax-Exempt Trust (the "Fund") to be held at
the principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Tuesday, May 14, 2002 at 1:30 P.M. (Boston
time).

At this meeting you will be asked to consider the election of Trustees and
you will have an opportunity to hear a report on the Fund. The enclosed proxy
statement contains additional information regarding these proposals.

We hope that you will be able to attend the meeting. Whether or not you
plan to attend and regardless of the number of shares you own, it is important
that your shares be represented. You are urged to complete, sign and date the
enclosed proxy card and return it in the enclosed postage-paid envelope as soon
as possible to assure that your shares are represented at the meeting.

Sincerely,

/s/ Walter B. Prince

Walter B. Prince
Chairman

IMPORTANT

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE REQUESTED TO
COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE. YOU MAY
WITHDRAW YOUR PROXY IF YOU ATTEND THE ANNUAL MEETING AND DESIRE TO VOTE IN
PERSON.

THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, MAY 14, 2002

The Annual Meeting of Shareholders of The Massachusetts Health & Education
Tax-Exempt Trust, a Massachusetts business trust (the "Fund"), will be held at
the principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Tuesday, May 14, 2002 at 1:30 P.M. (Boston
time), for the following purposes:

1. To elect five Trustees of the Fund, two of whom shall be elected by
the holders of the Fund's Auction Preferred Shares and the remainder
of whom shall be elected by the holders of the Fund's Common Shares
and Auction Preferred Shares, voting as a single class.

2. To consider and act upon any other matters which may properly come
before the Meeting and any adjourned session thereof.

The Board of Trustees has fixed the close of business on March 18, 2002 as
the record date for the determination of the shareholders of the Fund entitled
to notice of and to vote at the meeting and any adjournments thereof.

By Order of the Board of Trustees

/s/ Thomas J. Fetter

Thomas J. Fetter
President

April 1, 2002
Boston, Massachusetts

IMPORTANT - SHAREHOLDERS CAN HELP THE BOARD OF TRUSTEES OF THE FUND AVOID THE
NECESSITY AND ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATIONS TO OBTAIN
A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED
ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES AND IS INTENDED FOR
YOUR CONVENIENCE.

THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MASSACHUSETTS 02109

PROXY STATEMENT

A proxy is enclosed with the foregoing Notice of the Annual Meeting of
Shareholders of The Massachusetts Health & Education Tax-Exempt Trust (the
"Fund"), to be held May 14, 2002 for the benefit of shareholders who do not
expect to be present at the meeting. This proxy is solicited on behalf of the
Board of Trustees of the Fund, and is revocable by the person giving it prior to
exercise by a signed writing filed with the Fund's Secretary, or by executing
and delivering a later dated proxy, or by attending the meeting and voting the
shares in person. Each proxy will be voted in accordance with its instructions;
if no instruction is given, an executed proxy will authorize the persons named
as attorneys, or any of them, to vote in favor of the election of each Trustee.
This proxy material is being mailed to shareholders on or about April 1, 2002.

The Board of Trustees of the Fund has fixed the close of business on March
18, 2002, as the record date for the determination of the shareholders entitled
to notice of and to vote at the meeting and any adjournments thereof.
Shareholders at the close of business on the record date will be entitled to one
vote for each share held. As of March 18, 2002, there were 2,320,302 Common
Shares, $.01 par value per share ("Common Shares") and 200 Auction Preferred
Shares, $.01 par value per share, liquidation preference $50,000 per share
("APS"), of the Fund outstanding. As of such date, no shareholder beneficially
owned more than 5% of the outstanding Common Shares or APS. The Trustees and
officers of the Fund, as a group, own beneficially less than 1% of the shares of
the Fund.

The Board of Trustees of the Fund knows of no business other than that
mentioned in Item 1 of the Notice of Meeting that will be presented for
consideration. If any other matters are properly presented, it is the intention
of the persons named as attorneys in the enclosed proxy to vote the proxies in
accordance with their judgment on such matters.

PROPOSAL 1. ELECTION OF TRUSTEES

The enclosed proxy, unless authority to vote for election to office is
specifically withheld by executing the proxy in the manner stated thereon, will
be used to vote in favor of the nominees named below as Trustees of the Fund to
serve as such until the next annual meeting of the Fund's shareholders and until
their successors shall have been duly elected and qualified. The five nominees
named below are presently serving as Trustees of the Fund. Each nominee has
agreed to serve as a Trustee if elected. If any such nominee is not available
for election at the time of the Annual Meeting, the persons named as proxies
will vote for such substitute nominee as the Board of Trustees may recommend.
The nominee whose name is preceded by an asterisk (*) is an "interested person"
(as defined in the Investment Company Act of 1940) because of his affiliation
with a brokerage firm. None of the nominees is affiliated with or has a material
business relationship with the Fund's investment adviser and administrator;
moreover, none of the nominees owns or has owned the common stock of Eaton Vance
Corp., the parent corporation of the adviser and administrator.

Under the terms of the Fund's Agreement and Declaration of Trust, as
amended (the "Trust Agreement"), the holders of the APS are entitled as a class,
to the exclusion of the holders of the Common Shares, to elect two Trustees of
the Fund. James F. Carlin and Thomas H. Green, III have been nominated for

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election by the holders of the APS. The Trust Agreement further provides for the
election of the other three nominees named below by the holders of the Common
Shares and the APS, voting as a single class. Election of Trustees is
non-cumulative. Election of each of the nominees requires the affirmative vote
of a plurality of the applicable shares of the Fund present and voting at the
Annual Meeting in person or by proxy.

TRUSTEES

The Trustees of The Massachusetts Health & Education Tax-Exempt Trust are
responsible for the overall management and supervision of the Trust's affairs.
The Trustees and principal officers of the Trust are listed below. Except as
indicated, each individual has held the office shown or other offices in the
same company for the last five years.

Number of
Term of Portfolios
Office and in Fund
Position(s) Length of Complex
Name, Address Held with Time Principal Occupations Overseen by Other Directorships Held
and Age Fund Served During Past Five Years Trustee by Trustee
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APS Share Nominees

Interested Trustee

*THOMAS H. GREEN, III Trustee One Year Managing Director, Salomon Smith One None
Age 42 Trustee Barney ("SSB"), since 2002.
The Eaton Vance Building Since 1993 Formerly, Director in SSB, Public
255 State Street Finance Department (1998-2001).
Boston, MA 02109 Formerly, First Assistant Attorney
General for The Commonwealth of
Massachusetts (1992-1998).
Previously, Vice President, Public
Finance, First Boston Corporation.

Disinterested Trustee

JAMES F. CARLIN Trustee One Year Chairman and CEO, Carlin One Trustee of the John
Age 61 Trustee Consolidated, Inc. (management Hancock Funds (consisting
The Eaton Vance Building Since 1993 company), since 1968. CEO and of 36 portfolios).
255 State Street Treasurer, Alpha Analytical, Inc.
Boston, MA 02109 (analytical laboratory), since
1985. Formerly, Director of
Carlin Insurance Agency, Inc.
(1967-1999), Uno Restaurant Corp.
(1996-2001), Arbella Mutual
Insurance Co. (1988-2000);
Director and Treasurer, Rizzo
Associates (engineering)
(1985-2000); and Chairman of the
Massachusetts Board of Higher
Education (1995- 1999).

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Other Nominees

Disinterested Trustees

WALTER B. PRINCE Chairman One Year Partner of the law firm of Prince, One None
Age 53 and Trustee Trustee Lobel, Glovsky & Tye LLP, since
The Eaton Vance Building Since 1993 1988.
255 State Street
Boston, MA 02109

EDWARD M. MURPHY Trustee One Year President and Chief Executive One None
Age 54 Trustee Officer of Alliance Health
The Eaton Vance Building Since 1993 Incorporated, since March 1999.
255 State Street Formerly, President and Chief
Boston, MA 02109 Operating Officer of Olympus
Healthcare Group, Inc.; Senior
Vice President of Tucker Anthony
Inc. (1995-1997); and the
Executive Director of the
Massachusetts Health and
Educational Facilities Authority
(1989-1995). Previously,
Commissioner of the Massachusetts
Department of Mental Health.

JAMES M. STOREY Trustee One Year Corporate Trustee/Director of One Trustee of the State
Age 70 Trustee various organizations and Street Research Funds
The Eaton Vance Building Since 1993 corporations, including The U.S. (consisting of 30
255 State Street Charitable Gift Trust (a portfolios). Trustee of
Boston, MA 02109 charitable organization sponsored the SEI Investments Funds
by Eaton Vance Management ("Eaton (consisting of 104
Vance")), and a practicing portfolios).
attorney. Formerly, a Partner of
the law firm of Dechert, Price &
Rhoads (1987-1993).
Term of
Office and
Position(s) Length of
Name, Address Held with Time Principal Occupations
and Age Fund Served During Past Five Years
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Principal Officers Who Are Not Trustees

THOMAS J. FETTER President President Vice President of Eaton Vance and Boston Management and Research ("BMR").
Age 58 Since 1996 Officer of 112 investment companies managed by Eaton Vance and BMR.(1)
The Eaton Vance Building
255 State Street
Boston, MA 02109

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Term of
Office and
Position(s) Length of
Name, Address Held with Time Principal Occupations
and Age Fund Served During Past Five Years
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ROBERT B. MACINTOSH Vice Vice Vice President of Eaton Vance and BMR. Officer of 111 investment companies
Age 45 President President managed by Eaton Vance and BMR.(1)
The Eaton Vance Building and Since 1996
255 State Street Portfolio
Boston, MA 02109 Manager

JAMES M. WALL Secretary Secretary Vice President of Eaton Vance, since 2001. Formerly, Senior Vice President
Age 39 Since 2001 and Deputy General Counsel, CDC IXIS Asset Management (1999-2001), and
The Eaton Vance Building Senior Legal Counsel, Fidelity Investments (1997-1999).
255 State Street
Boston, MA 02109

Kristin S. Anagnost Treasurer Treasurer Assistant Vice President of Eaton Vance and BMR. Officer of 103 investment
Age 36 Since 2001 companies managed by Eaton Vance and BMR, since January 1998. Formerly,
The Eaton Vance Building Manager at Chase Global Funds Services Company.(1)
255 State Street
Boston, MA 02109

(1) Includes both master and feeder funds in a master feeder structure.

The following table shows the dollar range of shares beneficially owned by each
Trustee in the Fund as of March 18, 2002:

Dollar Range of
Name of Trustee Fund Shares Held
---------------------------------------------------------------

James F. Carlin $50,001 - $100,000
Thomas H. Green, III $10,001 - $50,000
Walter B. Prince $1 - $10,000
Edward M. Murphy $1 - $10,000
James M. Storey $1 - $10,000

As of March 18, 2002, Robert B. MacIntosh, Vice President and portfolio
manager of the Fund owned 400 Common Shares. No officer or Trustee of the Fund
owns any of the Fund's APS.

During the fiscal year ended December 31, 2001, the Trustees of the Fund
met four times. The Board of Trustees has one standing committee, an Audit
Committee. The Audit Committee met twice in 2001. Each of the Trustees attended
at least 75% of such Board and committee meetings on which he serves. The Board
of Trustees does not have a standing nominating committee or a compensation
committee.

Messrs. Carlin, Murphy, Prince and Storey are members of the Audit
Committee of the Board of Trustees of the Fund. Each member is independent of
the Fund, as defined by American Stock Exchange Listing Standards. The Audit
Committee's functions include making recommendations to the Board regarding the
selection of the independent certified public accountants, and reviewing matters
relative to accounting and auditing practices and procedures, accounting records

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and internal accounting controls. The Fund has adopted a written charter for its
Audit Committee. A copy of the Audit Committee's Charter was included as an
appendix to the proxy statement used in connection with the Annual Meeting of
Shareholders held May 15, 2001. Set forth below under "Additional Information"
is the Audit Committee's Report.

REMUNERATION OF TRUSTEES

The Trustees are currently compensated at the rate of $5,000 annually.
(Effective July 1, 2001, the Trustees' compensation rate was reduced from $7,500
annually to the current annual rate of $5,000. Also, effective July 1, 2001, Mr.
Green began receiving fees.) The Trustees are reimbursed for actual
out-of-pocket expenses relating to attendance at such meetings ($356 for 2001).
During the fiscal year ended December 31, 2001, Trustees were paid fees
aggregating $27,500. The following table summarizes the compensation paid to
Trustees of the Fund for the fiscal year ended December 31, 2001:

Pension or
Retirement Estimated
Aggregate Benefits Accrued Annual Total
Name of Compensation as Part of Benefits Upon Compensation
Trustee from Fund Fund Expenses Retirement from Fund
- ------- --------- ------------- ---------- ---------

James F. Carlin $6,250 none none $6,250

Thomas H. Green, III $2,500 none none $2,500

Edward M. Murphy $6,250 none none $6,250

Walter B. Prince $6,250 none none $6,250

James M. Storey $6,250 none none $6,250

THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF
THE FIVE NOMINEES TO THE FUND'S BOARD OF TRUSTEES.

NOTICE TO BANKS AND BROKER/DEALERS

The Fund has previously solicited all Nominee and Broker/Dealer accounts as
to the number of additional proxy statements required to supply owners of
shares. Should additional proxy material be required for beneficial owners,
please forward such requests to Investors Bank & Trust Company, 200 Clarendon
Street, Boston, MA 02116.

ADDITIONAL INFORMATION

AUDIT COMMITTEE REPORT. The Audit Committee reviewed and discussed the audited
financial statements with Fund management. The Audit Committee also discussed
with the independent accountants the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards). The Audit Committee received
the written disclosures and the letter from the independent accountants required
by Independence Standards Board Standard No. 1 (Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees), and discussed
with the independent accountants its independence.

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Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Trustees that the audited financial statements be
included in the Fund's annual report to shareholders for the fiscal year ended
December 31, 2001 for filing with the Securities and Exchange Commission.

James W. Carlin
Edward M. Murphy
Walter B. Prince
James M. Storey

AUDITORS, AUDIT FEES AND ALL OTHER FEES. PricewaterhouseCoopers LLP ("PWC"), 160
Federal Street, Boston, Massachusetts 02110, serves as the independent
accountants of the Fund. PWC is expected to be represented at the Annual
Meeting, but, if not, a representative of that firm will be available by
telephone should the need for consultation arise. For the most recent fiscal
year, the Fund paid an aggregate of $23,900 in audit fees and $8,500 in
non-audit fees to its independent accountants, PWC. PWC also provides services
to numerous other investment companies sponsored by Eaton Vance, but not to
Eaton Vance Corp. (and its affiliates). The Audit Committee has considered
whether the provision of non-audit services is compatible with maintaining the
auditor's independence.

OFFICERS OF THE FUND. The officers of the Fund, with their ages indicated in
parenthesis, are as follows: Thomas J. Fetter (58), President, and Vice
President of Eaton Vance; Robert B. MacIntosh (45), Vice President and Portfolio
Manager, and Vice President of Eaton Vance; James M. Wall (39), Secretary, and
Vice President of Eaton Vance; and Kristin S. Anagnost (36), Treasurer, and
Assistant Vice President of Eaton Vance. All officers of the Fund have served in
that capacity since January 5, 1996, with the exception of Mr. Wall and Ms.
Anagnost. Mr. Wall was elected Secretary on December 4, 2001. Ms. Anagnost was
elected Treasurer on September 19, 2001, but was initially elected as an officer
of the Fund on February 25, 1998. All of the officers of the Fund have been
employed by Eaton Vance or their predecessors for more than five years except
Mr. Wall who was a Senior Vice President and Deputy General Counsel at CDC IXIS
Asset Management Services, Inc. (1999-2001) and Senior Legal Counsel at Fidelity
Investments (1997-1999), and Ms. Anagnost who was a Manager at Chase Global
Funds Services Company prior to January 12, 1998. Because of their positions
with Eaton Vance and their ownership of Eaton Vance Corp. stock, the officers of
the Fund will benefit from the advisory and administration fees paid by the Fund
to Eaton Vance.

INVESTMENT ADVISER AND ADMINISTRATOR. Eaton Vance Management with its principal
office at The Eaton Vance Building, 255 State Street, Boston, Massachusetts
02109, serves as the investment adviser and administrator to the Fund.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. During the Fund's
fiscal year ended December 31, 2001, James F. Carlin, Trustee, did not file in a
timely manner two reports required to be filed under Section 16(a) of the
Securities Exchange Act of 1934 regarding the purchase of shares of the Fund.

PROXY SOLICITATION AND TABULATION. The expense of preparing, printing and
mailing this Proxy Statement and enclosures and the costs of soliciting proxies
on behalf of the Board of Trustees of the Fund will be borne by the Fund.
Proxies will be solicited by mail and may be solicited in person or by
telephone, telegraph or facsimile by officers of the Fund, by personnel of its
administrator, Eaton Vance, by the transfer agent, Investors Bank & Trust
Company, or by broker-dealer firms. The expenses connected with the solicitation
of these proxies and with any further proxies which may be solicited by the
Fund's officers, by Eaton Vance personnel, by the transfer agent, Investors Bank
& Trust Company, or by broker-dealer firms, in person, or by telephone, by
telegraph or by facsimile will be borne by the Fund. A written proxy may be

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delivered to the Fund or its transfer agent prior to the meeting by facsimile
machine, graphic communication equipment or similar electronic transmission. The
Fund will reimburse banks, broker-dealer firms, and other persons holding shares
registered in their names or in the names of their nominees, for their expenses
incurred in sending proxy material to and obtaining proxies from the beneficial
owners of such shares. Total estimated costs are $6,000.

All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the meeting, and which are not
revoked, will be voted at the meeting. Shares represented by such proxies will
be voted in accordance with the instructions thereon. If no specification is
made on the proxy card with respect to Proposal 1, it will be voted for the
matters specified on the proxy card. For purposes of determining the presence or
absence of a quorum and for determining whether sufficient votes have been
received for approval of any matter to be acted upon at the meeting, abstentions
and broker non-votes (i.e., proxies from brokers or nominees indicating that
such persons have not received instructions from the beneficial owner or other
person entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be treated as shares
that are present at the meeting, but which have not been voted. Accordingly,
abstentions and broker non-votes will assist the Fund in obtaining a quorum but
will have no effect on the outcome of Proposal 1.

In the event that sufficient votes by the shareholders of the Fund in favor
of any Proposal set forth in the Notice of this meeting are not received by May
14, 2002, the persons named as attorneys in the enclosed proxy may propose one
or more adjournments of the meeting to permit further solicitation of proxies. A
shareholder vote may be taken on one or more of the Proposals in this Proxy
Statement prior to such adjournment if sufficient votes have been received and
it is otherwise appropriate. Any such adjournment will require the affirmative
vote of the holders of a majority of the shares present in person or by proxy at
the session of the meeting to be adjourned. The persons named as attorneys in
the enclosed proxy will vote in favor of such adjournment those proxies which
they are entitled to vote in favor of the Proposal for which further
solicitation of proxies is to be made. They will vote against any such
adjournment those proxies required to be voted against such Proposal. The costs
of any such additional solicitation and of any adjourned session will be borne
by the Fund.

The Fund will furnish, without charge a copy of the Fund's Annual Report to
any shareholder upon request. Shareholders desiring to obtain a copy of such
report should write to the Fund c/o Investors Bank & Trust Company, 200
Clarendon Street, Boston, MA 02116, or call 1-800-553-1916.

SHAREHOLDER PROPOSALS

Any proposals of shareholders that are intended to be presented at the
Fund's 2003 Annual Meeting of Shareholders must be received at the Fund's
principal offices no later than December 1, 2002 and must comply with all legal
requirements in order to be included in the Fund's proxy statement and form of
proxy for that meeting.

THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST

April 1, 2002

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THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
ANNUAL MEETING OF SHAREHOLDERS, MAY 14, 2002
PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES
HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of The Massachusetts Health &
Education Tax-Exempt Trust, a Massachusetts business trust (the "Fund"), hereby
appoints WALTER B. PRINCE, THOMAS J. FETTER and JAMES M. WALL, and each of them,
with full power of substitution and revocation, as proxies to represent the
undersigned at the Annual Meeting of Shareholders of the Fund to be held at the
principal office of the Fund, The Eaton Vance Building, 255 State Street,
Massachusetts 02109, on Tuesday, May 14, 2002 at 1:30 P.M., and at any and all
adjournments thereof, and to vote all Auction Preferred Shares of the Fund which
the undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

DATE:_____________________

Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.

______________________________
Signature(s)

WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.

Please vote by filling in the boxes below.

1. To elect five Trustees of the FOR except WITHHOLD
Fund as follows: vote withheld AUTHORITY
for nominees for all
FOR listed at left nominees

(a) Election of two Trustees to represent [ ] [ ] [ ]
Auction Preferred Shares:

James F. Carlin and Thomas H. Green, III

(b) Election of remaining three Trustees to [ ] [ ] [ ]
represent all shareholders:

Edward M. Murphy, Walter B. Prince and
James M. Storey

(Instructions: To withhold authority to
vote for any individual nominee, write
those nominees' names below:)

- --------------------------------------------------

HAS YOUR ADDRESS CHANGED?
Mark box at right [ ]
if comments or ________________________________
address change
have been noted ________________________________
on this card.
________________________________

Please be sure to sign and date this Proxy.

THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
ANNUAL MEETING OF SHAREHOLDERS, MAY 14, 2002
PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES
HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of The Massachusetts Health & Education
Tax-Exempt Trust, a Massachusetts business trust (the "Fund"), hereby appoints
WALTER B. PRINCE, THOMAS J. FETTER and JAMES M. WALL, and each of them, with
full power of substitution and revocation, as proxies to represent the
undersigned at the Annual Meeting of Shareholders of the Fund to be held at the
principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Tuesday, May 14, 2002 at 1:30 P.M., and at any
and all adjournments thereof, and to vote all Common Shares of the Fund which
the undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

DATE: ____________________

____________________________________
Signature(s)

Please vote by filling in the boxes below.

1. To elect three Trustees of the FOR except WITHHOLD
Fund as follows: vote withheld AUTHORITY
for nominees for all
FOR listed at left nominees

Edward M. Murphy, Walter B. Prince [ ] [ ] [ ]
and James M. Storey

(Instructions: To withhold authority to
vote for any individual nominee, write
those nominees' names below:)

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Please be sure to sign and date this Proxy.