<DOCUMENT>
<TYPE>EX-99.(N)
<SEQUENCE>13
<FILENAME>b62570a1exv99wxny.txt
<DESCRIPTION>EX-99.(N) CONSENT OF DELOITTE & TOUCHE LLP
<TEXT>
<PAGE>
                                                                     Exhibit (n)


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the references to our Firm in this Pre-Effective Amendment No. 1
to the Registration Statement of Eaton Vance Tax-Managed Diversified Equity
Income Fund (the "Fund") on form N-2 filed by the Fund under the Securities Act
of 1933, as amended (Registration No. 333-129692) and under the Investment
Company Act of 1940, as amended (Registration No. 811-21832) under the heading
"Independent Registered Public Account Firm" in the Prospectus and Statement of
Additional Information.


/s/ Deloitte & Touche LLP
-------------------------
Boston, Massachusetts
October 20, 2006


</TEXT>
</DOCUMENT>
