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Kirkpatrick & Lockhart LLP
75 State Street
Boston, MA 02109
Tel.: (617) 261-3187
Fax.: (617) 261-3175


December 21, 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 (333-120421; 811-21670)

Dear Mr. Di Stefano:

      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
Pre-Effective Amendment No. 1 to the Fund's registration statement on Form N-2
relating to Registrant's initial issuance of common shares of beneficial
interest, par value $.01 per share ("Pre-Effective Amendment No. 1").

      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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