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             EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND
                            The Eaton Vance Building
                                255 State Street
                                Boston, MA 02109
                            Telephone: (617) 482-8260
                            Telecopy: (617) 338-8054

                                                               November 24, 2006
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Attention:  Vincent DiStefano
            Division of Investment Management

       Re:  Eaton Vance Tax-Managed Diversified Equity Income Fund (the "Fund")
            1933 Act Registration Statement (File No. 333-129692)
            1940 Act Registration Statement (File No. 811-21832)


Gentlemen:

         Pursuant to Rule 461 under the Securities Act of 1933, as amended (the
"1933 Act"), the Fund hereby requests that the staff of the Division of
Investment Management accelerate the effective date of the Fund's 1933 Act
Registration Statement on Form N-2, as amended, to 10 a.m., Eastern Standard
Time, on Monday, November 27, 2006, or as soon thereafter as possible.

         In connection with such request the Fund acknowledges that:

                  1. Should the Commission or the staff acting pursuant to
                  delegated authority declare the registration statement
                  effective, such action does not foreclose any action by the
                  Commission with respect to the filing;

                  2. The action of the Commission or the staff acting pursuant
                  to delegated authority in declaring the filing effective does
                  not relieve the Fund of responsibility for the adequacy and
                  accuracy of the filing; and

                  3. The Fund will not assert the staff's acceleration of
                  effectiveness of the filing as a defense in any proceeding
                  initiated by the Commission or any other person under the
                  federal securities laws.

         Furthermore, the Fund is aware that the Division of Enforcement has
access to all information provided to the staff of the Division of Investment
Management in connection with its review of and the Fund's comments on this and
other filings made with respect to the Registration Statement.

                                        Very truly yours,

                                        Eaton Vance Tax-Managed Diversified
                                         Equity Income Fund



                                        By: /s/ Duncan W. Richardson
                                            ------------------------------------
                                        Duncan W. Richardson
                                        President and Chief Executive Officer

cc: Mr. Richard Pfordte, Branch Chief
    Division of Investment Management




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