<DOCUMENT>
<TYPE>EX-99.(E)
<SEQUENCE>3
<FILENAME>b52674a1exv99wxey.txt
<DESCRIPTION>EX-(E) DIVIDEND REINVESTMENT PLAN
<TEXT>
<PAGE>
                                                                     EXHIBIT (e)

                   EATON VANCE ENHANCED EQUITY INCOME FUND II
               TERMS AND CONDITIONS OF DIVIDEND REINVESTMENT PLAN

     Holders of common  shares (the  "Shares")  of Eaton Vance  Enhanced  Equity
Income Fund II (the "Fund") who participate (the  "Participants")  in the Fund's
Dividend Reinvestment Plan (the "Plan") are advised as follows:

     1. THE PLAN  AGENT.  PFPC  Inc.  (the  "Agent")  will act as Agent for each
Participant.  The Agent will open an account for each Participant under the Plan
in the same name as his or her outstanding Shares are registered.

     2.  ELECTION  TO  PARTICIPATE.  A  Shareholder  may  elect to  receive  all
distributions  ("Distributions")  payable  with  respect to his or her Shares in
additional  Shares.  To participate in the Plan and receive all Distributions in
Shares,  a Shareholder  must indicate his or her election to do so by completing
and returning to the Plan Agent a Dividend  Reinvestment  Plan Application Form.
Shareholders  who do not  elect to  participate  in the Plan by  completing  and
returning such Form will receive Distributions in cash paid directly by the Plan
Agent as dividend disbursing agent for the applicable Fund.

     3. MARKET PREMIUM ISSUANCES. If on the payment date for a Distribution, the
net asset  value per Share is equal to or less than the  market  price per Share
plus  estimated  brokerage  commissions,  the Agent shall  receive  newly issued
Shares,  including fractions,  from the Fund for each Participant's account. The
number of additional  Shares to be credited  shall be determined by dividing the
dollar  amount of the  Distribution  by the  greater of the net asset  value per
Share on the payment date, or 95% of the then current market price per Share.

     4. MARKET DISCOUNT PURCHASES.  If the net asset value per Share exceeds the
market  price plus  estimated  brokerage  commissions  on the payment date for a
Distribution,  the  Agent  (or a  broker-dealer  selected  by the  Agent)  shall
endeavor,  for a  purchase  period  of 30 days,  to  apply  the  amount  of such
Distribution  on each  Participant's  Shares  (less  their  pro  rata  share  of
brokerage  commissions  incurred)  to purchase  Shares on the open  market.  The
weighted average price (including brokerage commissions) of all Shares purchased
by  the  Agent  as  Agent  shall  be the  price  per  Share  allocable  to  each
Participant.  If, at the close of business on any day during the purchase period
on which net asset value per Share is calculated  such net asset value equals or
is less than the market price per Share plus  estimated  brokerage  commissions,
the Agent will cease open-market  purchases,  and the uninvested portion of such
Distribution shall be filled through the issuance of new Shares from the Fund at
the price set forth in Paragraph 3 above.  Open-market  purchases may be made on
any securities exchange where Shares are traded, in the over-the-counter  market
or in negotiated  transactions,  and may be on such terms as to price,  delivery
and otherwise as the Agent shall determine.

     5. VALUATION.  The market price of Shares on a particular date shall be the
last sales price on the Exchange  where the Shares are listed on that date,  or,
if there is no sale on such  Exchange  on that date,  then the mean  between the
closing bid and asked  quotations on such  Exchange on such date.  The net asset
value  per  Share  on a  particular  date  shall  be the  amount  most  recently
calculated by or on behalf of the Fund as required by law.

     6.  LIABILITY OF AGENT.  The Agent shall at all times act in good faith and
agree to use its best efforts within reasonable limits to ensure the accuracy of
all services  performed  under this Agreement and to comply with applicable law,
but assumes no responsibility  and shall not be liable for loss or damage due to
errors  unless such error is caused by the  Agent's  negligence,  bad faith,  or
willful misconduct or that of its employees. Each Participant's uninvested funds
held by the Agent will not bear  interest.  The Agent shall have no liability in
connection  with any inability to purchase  Shares within the time provided,  or
<PAGE>
with  the  timing  of  any   purchases   effected.   The  Agent  shall  have  no
responsibility  for the  value  of  Shares  acquired.  For the  purpose  of cash
investments, the Agent may commingle Participants' funds (of the same Fund).

     7.  RECORDKEEPING.  The Agent may hold each  Participant's  Shares acquired
pursuant to the Plan together with the Shares of other  shareholders of the Fund
acquired  pursuant to the Plan in  noncertificated  form in the Agent's  name or
that of the Agent's nominee.  Upon a Participant's  written  request,  the Agent
will deliver to the  Participant,  without charge, a certificate or certificates
for the full shares.  Each  Participant will be sent a confirmation by the Agent
of each acquisition made for their account as soon as practicable, but not later
than 60 days after the date thereof.  Although each Participant may from time to
time  have  an  undivided  fractional  interest  in a  share  of  the  Fund,  no
certificates for a fractional share will be issued.  Distributions on fractional
shares  will  be  credited  to  each  Participant's  account.  In the  event  of
termination of a Participant's account under the Plan, the Agent will adjust for
any such undivided  fractional interest in cash at the market value of Shares at
the time of termination.

     Any share dividends or split shares  distributed by the Fund on Shares held
by the Agent for Participants  will be credited to their accounts.  In the event
that the Fund makes available to its shareholders  rights to purchase additional
shares of other securities,  the Shares held for each Participant under the Plan
will be added to other shares held by the  Participant in calculating the number
of rights to be issued to each Participant.

     8. PROXY  MATERIALS.  The Agent will forward to each  Participant any proxy
solicitation  material  and will vote any  shares  so held for each  Participant
first in accordance with the  instructions  set forth on proxies returned by the
Participant  to the Fund,  and then with  respect to any proxies not returned by
the  Participant  to the Fund in the same  portion  as the Agent  votes  proxies
returned by the Participants to the Fund.

     9. FEES. The Agent's service fee for handling Distributions will be paid by
the Fund.  Each  Participant  will be charged  their pro rata share of brokerage
commissions on all open-market  purchases.  If a Participant elects by notice to
the Agent to have the Agent  sell part or all of his or her Shares and remit the
proceeds,  the  Agent  is  authorized  to  deduct  a $5.00  fee  plus  brokerage
commissions from the proceeds.

     10. TERMINATION IN THE PLAN. Each registered  Participant may terminate his
or her  account  under the Plan by  notifying  the Agent in writing at P.O.  Box
43027,  Providence,  RI  02940-3027,  or  by  telephone  at  800-331-1710.  Such
termination   will  be  effective  with  respect  to  a   Distribution   if  the
Participant's  notice is received by the Agent prior to the Distribution  record
date. The Plan may be terminated by the Agent or the Fund upon notice in writing
mailed to each  Participant  at least 30 days prior to any  record  date for the
payment  of any  Distribution.  Upon any  termination,  the Agent  will  cause a
certificate  or  certificates  to be issued  for the full  shares  held for each
Participant  under the Plan and cash adjustment for any fraction to be delivered
to them without charge.

     11. AMENDMENT OF THE PLAN. These terms and conditions may be amended by the
Agent,  or the  Fund  at any  time  or  times  but,  except  when  necessary  or
appropriate  to  comply  with  applicable  law or the rules or  policies  of the
Securities and Exchange  Commission or any other regulatory  authority,  only by
mailing to each Participant appropriate written notice at least 30 days prior to
the effective date thereof. The amendment shall be deemed to be accepted by each
Participant  unless,  prior to the effective  date thereof,  the Agent  receives
notice of the termination of the Participant's  account under the Plan. Any such
amendment may include an appointment by the Agent of a successor Agent.

     12.  APPLICABLE  LAW. These terms and  conditions  shall be governed by the
laws of The Commonwealth of Massachusetts.


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