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)
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------

(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):
- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------

(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] 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:
- --------------------------------------------------------------------------------

(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
24 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110

March 30, 1998

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of
The Massachusetts Health and Education Tax-Exempt Trust (the "Fund") to be held
at the principal office of the Fund, 24 Federal Street, Boston, Massachusetts
02110, on Tuesday, May 19, 1998 at 1:30 P.M. (Boston time).

This meeting will give you an opportunity to hear a report on the Fund and
you will be asked to consider the election of Trustees and the approval of the
Fund's independent accountants. 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 19, 1998

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, 24 Federal Street, Boston, Massachusetts
02110, on Tuesday, May 19, 1998 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 ratify the selection of Price Waterhouse L.L.P. as independent
accountants of the Fund for the fiscal year ending December 31, 1998.

3. 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 23, 1998 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

March 30, 1998
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 INSURE
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
24 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110

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 19, 1998 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 each such matter. This proxy
material is being mailed to shareholders on or about March 30, 1998.

The Board of Trustees of the Fund has fixed the close of business March 23,
1998, 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 23, 1998, there were 2,309,204 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 Items 1 and 2 of the Notice of Meeting which 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.

-1-

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
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

NAME AND PRINCIPAL OCCUPATION(S) OVER
OTHER INFORMATION PAST FIVE YEARS
- ----------------- ---------------

APS SHARE NOMINEES

JAMES F. CARLIN(1) Mr. Carlin is Chairman of the Massachusetts Board of
Age: 57, has been a Higher Education. He has been Chairman and CEO
Trustee since 1993. of Carlin Consolidated, Inc., a management company,
since 1968. He is also a trustee or director of
various John Hancock funds and a director of UNO
Restaurant Corp., Healthplan Services Corp. and
Arbella Mutual Insurance Co.

*THOMAS H. GREEN, III Mr. Green is a Director of Salomon Smith Barney in
Age: 38, has been a its Public Finance Department. He was formerly First
Trustee since 1993. Assistant Attorney General for the Commonwealth of
Massachusetts from 1992 to March 5, 1998. Prior
thereto, he was Vice President for Public Finance of
the First Boston Corporation from 1986.

OTHER NOMINEES

WALTER B. PRINCE(2) Chairman of the Fund, Mr. Prince has been a partner
Age: 49, has been a of the law firm of Peckham, Lobel, Casey, Prince & Tye
Trustee since 1993. since 1988.

EDWARD M. MURPHY(3) Mr. Murphy is President and Chief Operating Officer
Age: 50, has been a of Olympus Healthcare Group, Inc. He was formerly a
Trustee since 1993. Senior Vice President of Tucker Anthony Inc. from
1995-1997, and the Executive Director of the
Massachusetts Health and Educational Facilities
Authority from 1989 to 1995. He also previously served
as the Commissioner of the Massachusetts Department
of Mental Health.

JAMES M. STOREY Mr. Storey was a partner of the law firm of Dechert
Age: 66, has been a Price & Rhoads, Boston, Massachusetts, from 1987 until
Trustee since 1993. his retirement on December 31, 1993. He is currently a
corporate director. Mr. Storey is a trustee of various
funds administered by SEI Financial Management
Corporation.

- ------------------
(1) As of March 23, 1998, 2,000 Common Shares were beneficially owned by
Mr. Carlin's spouse.
(2) As of March 23, 1998, 145 Common Shares were beneficially owned by
Mr. Prince.
(3) As of March 23, 1998, 200 Common Shares were beneficially owned by
Mr. Murphy.

-2-

As of March 23, 1998, the officers owned 900 Common Shares. No officer or
Trustee of the Fund owns shares of the Fund's APS.

During the fiscal year ended December 31, 1997, the Trustees of the Fund
met four times. Each Trustee (with the exception of Mr. Prince who attended 50%
of such meetings) attended at least 75% of such meetings. The Board of Trustees
has one standing committee, an Audit Committee. The Audit Committee is
responsible for conferring with the Fund's independent accountants, reviewing
the scope and procedures of the year-end audit, reviewing the Fund's financial
statements and recommending the selection of the Fund's independent accountants.
The Audit Committee is presently comprised of Messrs. Prince, Storey, Carlin and
Green. The Audit Committee met twice in 1997. The Board of Trustees does not
have any standing nominating committee or compensation committee.

REMUNERATION OF TRUSTEES

Trustees, except for Mr. Green, are compensated at the rate of $7,500
annually, and are reimbursed for actual out-of-pocket expenses relating to
attendance at such meetings. During the fiscal year ended December 31, 1997,
Trustees were paid fees aggregating $30,000. The following table summarizes the
compensation paid to Trustees of the Fund for the fiscal year ended December 31,
1997:

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

James F. Carlin $7,500 none none $7,500

Thomas H. Green, III none none none none

Edward M. Murphy $7,500 none none $7,500

Walter B. Prince $7,500 none none $7,500

James M. Storey $7,500 none none $7,500

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

PROPOSAL 2. SELECTION OF INDEPENDENT ACCOUNTANTS

The Board of Trustees has selected Price Waterhouse L.L.P. as independent
accountants for the Fund for the fiscal year ending December 31, 1998.
Shareholders are being asked to ratify the selection of Price Waterhouse LLP to
perform audit services for the Fund.

Price Waterhouse LLP has acted as independent accountants for the Fund
since the Fund's inception in 1993. The services provided by Price Waterhouse
L.L.P. include the examination of the Fund's annual financial statements,
assistance and consultation in connection with Securities and Exchange
Commission filings, and the review of tax matters on behalf of the Fund.

-3-

Price Waterhouse L.L.P. 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.

THE BOARD OF TRUSTEES, INCLUDING THOSE TRUSTEES WHO ARE NOT INTERESTED
PERSONS OF THE FUND, RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION OF
PRICE WATERHOUSE L.L.P. AS INDEPENDENT ACCOUNTANTS OF THE FUND FOR THE FISCAL
YEAR ENDING DECEMBER 31, 1998.

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

OFFICERS OF THE FUND

The officers of the Fund, with their ages indicated in parenthesis, are as
follows: Thomas J. Fetter (54), President, and Vice President of Eaton Vance;
Robert B. MacIntosh (41), Vice President and Portfolio Manager, and Vice
President of Eaton Vance; Eric G. Woodbury (40), Secretary, and Vice President
of Eaton Vance; James L. O'Connor (53), Treasurer, and Vice President of Eaton
Vance; and Kristin S. Anagnost (32), Assistant Secretary and Assistant
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 Ms.
Anagnost who was elected an officer 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 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.

Eaton Vance Management with its principal office at 24 Federal Street,
Boston, Massachusetts 02110, serves as the investment adviser and administrator
to the Fund.

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 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.

-4-

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 Proposals 1 and 2, 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 Proposals 1 and 2.

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
19, 1998, 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 1999 Annual Meeting of Shareholders must be received at the Fund's
principal offices no later than December 1, 1998 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

March 30, 1998

-5-

THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
ANNUAL MEETING OF SHAREHOLDERS, MAY 19, 1998
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 ERIC G. WOODBURY, 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
24 Federal Street, Boston, Massachusetts 02110, on Tuesday, May 19, 1998 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 PROPOSALS 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 below 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:)

____________________________________________________

2. To ratify the selection of Price Waterhouse
L.L.P. as independent accountants of the
Fund for the fiscal year ending December
31, 1998. For Against Abstain
[ ] [ ] [ ]

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 19, 1998
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 ERIC G. WOODBURY, 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 24
Federal Street, Boston, Massachusetts 02110, on Tuesday, May 19, 1998 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 below 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:)

___________________________________________

2. To ratify the selection of Price
Waterhouse L.L.P. as independent
accountants of the Fund for the
fiscal year ending December 31, 1998. For Against Abstain
[ ] [ ] [ ]

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.