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Kirkpatrick & Lockhart LLP
75 State Street
Boston, MA   02109
Tel.:  (617) 261-3246
Fax.:  (617) 261-3175


November 12, 2004

VIA EDGAR
---------

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

      Re:   Eaton Vance Enhanced Equity Income Fund II
            Registration Statement on Form N-2 (333-___; 811-21670)
            ------------------------------------------------------

Ladies and Gentlemen:

      Transmitted electronically with this letter for filing pursuant to the
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as
amended, on behalf of Eaton Vance Enhanced Equity Income Fund II (the "Fund") is
a registration statement on Form N-2 relating to Registrant's initial issuance
of common shares of beneficial interest, par value $.01 per share (the
"Registration Statement"). The Fund has filed electronically a Notification of
Registration on Form N-8A in conjunction with this filing.

      The Fund is a newly-organized, closed-end management investment company
and the Registration Statement is being filed for the purpose of registering
common shares of beneficial interest of the Fund. The registration fee for
purposes of the initial filing of $126.70 has been wired through the FEDWIRE
system to the Securities and Exchange Commission's ("SEC") account at Mellon
Bank. The Registration Statement transmitted with this letter contains conformed
signature pages, the manually executed originals of which are maintained at the
offices of the Fund.

      The SEC staff follows selective review procedures for registration
statements, set forth in Securities Act Release No. 6510 (Feb. 15, 1984), which
are applicable to all management investment company registration statements. The
staff may determine not to review a registration statement (or portions of a
registration statement) based on similarity to prior filings that have been
reviewed by the staff. Based on these procedures, a registrant may identify
portions of prior filings similar or identical to, and intended to serve as
precedent for, a current filing.

      The Fund is nearly identical to a currently existing fund and in this
regard, the disclosure in the Registration Statement regarding the Fund is
substantially similar to that contained in the Form N-2 registration statement
filed on behalf of Eaton Vance Enhanced Equity Income Fund (333-118180;

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Securities and Exchange Commission
Page 2



811-21614)  declared  effective on October 25, 2004. Unlike Eaton Vance Enhanced
Equity  Income  Fund  which is limited  to 10% of its total  assets  that may be
invested  in  foreign  securities,  the Fund may  invest  up to 25% of its total
assets in  foreign  securities.  Additional  disclosure  has been  added to this
Registration Statement to reflect the risks associated with such exposure.

     Except  as  stated  above,  the  Registration  Statement  is  substantially
identical to the above registration statement. Thus, the staff may conclude that
the entire Registration Statement needs only cursory (if any) review.

      The Fund desires to commence the public offering of its common shares as
soon as possible and expects to begin circulating a "red herring" prospectus
within the next month. The appropriate legends are included on the cover pages
of the prospectus and SAI. The Fund requests selective review as discussed above
and seeks comments, if any, on the Registration Statement as soon as possible.
It is expected that the Fund will file a pre-effective amendment responding to
any comments and registering additional shares promptly after the resolution of
any comments, along with a request for acceleration of effectiveness of the
Registration Statement.

      Questions should be directed to the undersigned at (617) 261-3246.



                                    Sincerely,


                                    /s/ Clair E. Pagnano
                                    --------------------
                                    Clair E. Pagnano


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