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December 21, 2005

Clair E. Pagnano, Esq.
Kirkpatrick & Lockhart, L.L.P.
75 State Street
Boston, Massachusetts 02109

Re:	Eaton Vance Tax-Managed Premium and Dividend Income Fund
	File Nos. 333-129692 and 811-21832

Dear Ms. Pagnano:

	We have reviewed the registration statement on Form N-2 for
the
Eaton Vance Tax-Managed Premium and Dividend Income ("Fund") filed
with the Commission on November 14, 2005.  We have the following
comments.

Prospectus

Cover

	Please confirm that Eaton Vance will not recoup from the Fund
any offering or organization cost reimbursements it makes to the
Fund.  Please include the reimbursement agreement as an exhibit to
the registration statement.

	Please confirm that the disclosure of the Fund`s lack of
trading
history and attendant risks, and all remaining disclosure required
by
Item 1.1.i. of Form N-2 will appear on the outside front cover
page
and will be prominent.  Please be sure to disclose that closed-end
funds have a tendency to trade frequently at a discount from net
asset value and the risk of loss this creates for investors
purchasing shares in the initial public offering.  See Item 1.1.i.
of
Form N-2.

	Please make more prominent the disclosure that the Fund will
seek to generate current earnings from option premiums and, to a
lesser extent, from dividends on stocks held.

	Since the name of the Fund suggests investment in dividend
producing income securities and writing options, please disclose
that
the Fund has a policy to invest at least 80% of the value of its
assets in dividend producing income securities and written call
options.

	In light of the constraints of the straddle rule, please
explain
in plain English how the indices on which the Fund will write call
options will "collectively approximate the characteristics of its
common stock portfolio."  Please also render in plain English the
statement that the Fund "intends to limit the overlap between its
stock holdings (and any

subset thereof) and each index on which it has outstanding options
positions to less than 70% on an ongoing basis."

Summary

The Fund

	Is the Fund`s policy of selling on a continuous basis call
options on broad-based stock indices a fundamental policy?  If
not,
will the Fund provide shareholders at least 60
days notice of any change in this policy?  Please disclose the
extent
to which the Fund will write call options, either in dollar
amount,
or as a percentage of assets.

	Does the Fund have an opinion of tax counsel?  If so, please
file as an exhibit to the registration statement.

Investment Objectives and Policies

	Please summarize the criteria the Adviser and Sub-Adviser
will
use to select stocks for the Fund`s portfolio.

	Please state the market capitalization range for the S&P
MidCap
400 as of November 30, 2005.

Distributions

	The disclosure indicates the Fund will make regular quarterly
distributions which may include return of capital.  Will the Fund
be
reporting its distribution yield?  If so, please confirm that the
Fund will not include return of capital in its reported
distribution
yield.  If the Fund cannot state definitively the portion of the
distribution that will be characterized as a return of capital, it
must have a process whereby it can reasonably estimate the
characteristics of the distribution.  The Fund should add
disclosure
to explain that the yield reported excludes the portion of return
of
capital distributions, the calculation is an estimate and the
return
of capital portion of the distribution yield will be finalized at
the
end of the tax year.

Investment Strategy

	Please disclose the "long-term historical average of stock
market returns" referenced in the definition of "moderately rising
equity market conditions."

Summary of Fund Expenses

	Please move the footnotes to the fee table from their present
location and insert them after the Example.

	The fee table discloses management fees as a percentage of
net
assets, yet the disclosure pertaining to the Fund`s adviser
discloses
management fees as a percentage of gross assets.  Please correct
or
explain this inconsistency.

	Please revise the explanatory paragraph following the
footnotes
to the fee table to clarify that the other expenses shown in the
fee
table are based on estimated amounts.

	Is 12,500,000 the maximum number of common shares in the
Fund`s
offering?

Investment Objectives, Policies and Risks

	The disclosure indicates the Fund will use a variety of
investment techniques.  Please include disclosure of the tax
effects
of using each technique.

	Please confirm that the Fund has no intention to use leverage
within the first 12 months after this registration statement
becomes
effective.

	The disclosure indicates the Fund`s annual turnover rate may
exceed 100%.  If the Fund believes the turnover rate will likely
exceed 100%, please disclose this.

Illiquid Securities

	Please disclose the likely percentage range of the Fund`s
investments in illiquid securities.

The Adviser

	Please provide the necessary disclosure for the other Eaton
Vance investment professionals who comprise the team responsible
for
managing the Fund`s investment program.  If the team is greater
than
five in number, you may limit the disclosure to the five team
members
most involved in managing the Fund`s investment program.

Underwriting

	The disclosure indicates the Fund has agreed not to offer,
sell
or register any additional equity securities, other than common
shares, for 180 days after the date of the
underwriting agreement without the prior written consent of the
Representatives.  Please advise us in your response letter whether
the Fund`s Board considered this to be in shareholders` best
interest
and, if so, why.

	Did the Fund`s Board consider the fee arrangement between the
Adviser and qualifying underwriters when approving the Advisory
Agreement?  Please indicate what services are provided pursuant to
the fee agreement.  Clarify whether the services are for


distribution and therefore subject to the NASD sales load cap.
Please file the agreement as an exhibit to the registration
statement.

	Please advise whether the NASD has reviewed and approved the
terms of the underwriting agreement.

	Please include the additional compensation paid to
underwriters
by Eaton Vance in the table on the front cover of the prospectus.

Closing
      We note that portions of the filing are incomplete. We may
have
additional comments on such portions when you complete them in a
pre-
effective amendment, on disclosures made in response to this
letter,
on information supplied supplementally, or on exhibits added in
any
pre-effective amendments.  Please note that comments we give in
one
section apply to other sections in the filing that contain the
same
or similar disclosure.
      Please advise us if you have submitted or expect to submit
an
exemptive application (in addition to the Section 19 application
the
Fund has already filed) or no-action request in connection with
your
registration statement.
   	Please inform the staff of the information the Fund proposes
to
omit from the final pre-effective amendment pursuant to Rule 430A
under the Securities Act.
      Response to this letter should be in the form of a pre-
effective amendment filed pursuant to Rule 472 under the
Securities
Act. Where no change will be made in the filing in response to a
comment, please indicate this fact in a supplemental letter and
briefly state the basis for your position.
      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the Fund and its management are in
possession of all facts relating to the Fund`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
	Notwithstanding our comments, in the event the Fund requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Fund from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the Fund may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Investment Management in connection with our review of
your filing or in response to our comments on your filing.
	Any questions you may have regarding the filing or this
letter
may be directed to me at 202.551.6965.


							Sincerely,


							Vincent J. Di Stefano
							Senior Counsel

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