<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>iclettertmdeif103107.txt
<TEXT>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Shareholders of Eaton Vance Tax-
Managed Diversified Equity Income Fund:

In planning and performing our audit of the financial
statements of Eaton Vance Tax-Managed Diversified Equity
Income Fund (the Fund) as of and for the year ended
October 31, 2007, in accordance with the standards of the
Public Company Accounting Oversight Board (United States),
we considered its internal control over financial reporting,
including control activities for safeguarding securities, as
a basis for designing our auditing procedures for the purpose
of expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, but not for the
purpose of expressing an opinion on the effectiveness of the
Funds internal control over financial reporting. Accordingly,
we express no such opinion.

The management of the Fund is responsible for establishing and
maintaining effective internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls. A funds internal control over
financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Such
internal control includes policies and procedures that provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of a funds assets
that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of
compliance with the policies or procedures may deteriorate.

A control deficiency exists when the design or operation of a
control does not allow management or employees, in the normal
course of performing their assigned functions, to prevent or
detect misstatements on a timely basis. A significant deficiency
is a control deficiency, or combination of control deficiencies,
that adversely affects the funds ability to initiate, authorize,
record, process, or report external financial data reliably in
accordance with generally accepted accounting principles such that
there is more than a remote likelihood that a misstatement of the
funds annual or interim financial statements that is more than
inconsequential will not be prevented or detected. A material
weakness is a significant deficiency, or combination of significant
deficiencies, that results in more than a remote likelihood that a
material misstatement of the annual or interim financial statements
will not be prevented or detected.

Our consideration of the Funds internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control that might be significant deficiencies or material
weaknesses under standards established by the Public Company
Accounting Oversight Board (United States). However, we noted no
deficiencies in the Funds internal control over financial reporting
and its operation, including controls for safeguarding securities,
that we consider to be a material weakness, as defined above, as of
October 31, 2007.


This report is intended solely for the information and use of
management and the Trustees of Eaton Vance Tax-Managed Diversified
Equity Income Fund and the Securities and Exchange Commission and is
not intended to be and should not be used by anyone other than these
specified parties.

/s/ Deloitte & Touche LLP

Boston, Massachusetts
December 14, 2007
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