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            [KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP LETTERHEAD]





January 24, 2005

Vincent J. Di Stefano, Esq.
Senior Counsel
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, DC  20949

Re:   Eaton Vance Enhanced Equity Income Fund II

      File Nos. 333-120421 and 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 Eaton Vance Enhanced Equity Income Fund II
(the "Fund") is Pre-Effective Amendment No. 2 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.
2"). In connection with this Pre-Effective Amendment No. 2, the Fund is
registering 50,000,000 shares of beneficial interest, par value $.01 per share
("Shares"), under the Securities Act of 1933, as amended, pursuant to a
registration statement on Form N-2 (File No. 333-120421), as amended
("Registration Statement"), in the amounts set forth under "Amount Being
Registered" on the facing page of the Registration Statement.

      Thank you for your letter transmitting your comments concerning the
Registration Statement on Form N-2 for the Fund filed with the Securities and
Exchange Commission ("SEC") on November 11, 2004. For your convenience of
reference, we have restated each of your comments below followed by the Fund's
response. As we discussed, and as indicated below, a number of these comments
have been addressed in Pre-Effective Amendment No. 1 to the Fund's Registration
Statement filed with the Commission on December 21, 2004 ("Pre-Effective
Amendment No. 1"). The remaining responses are addressed in this Pre-Effective
Amendment No. 2. Included with this Pre-Effective Amendment No. 2, both the
underwriters and the Fund formally request acceleration of effectiveness of the
Registration Statement to 2:00 p.m. on Tuesday January 25, 2005.
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January 24, 2005
Page 2


PROSPECTUS

GENERAL

      COMMENT 1: We note that portions of the filing are incomplete. We may have
additional comments on such portions when you complete them in a pre-effective
amendment, on disclosures made in response to this letter, on information
supplied supplementally, or on exhibits added in any further pre-effective
amendments.

      RESPONSE: The Fund understands this comment. All responses to your
comments are provided herein and detailed in the enclosed marked portions of the
Registration Statement.

      COMMENT 2: Please inform the staff of the information the Fund proposes to
omit from the final pre-effective amendment pursuant to Rule 430A under the
Securities Act.

      RESPONSE: The Fund has only omitted certain pricing information from
Pre-Effective Amendment No. 2. This includes the total number of shares sold,
the total proceeds of the offering, the total sales loads paid and the
allocation of shares sold among the several underwriters. This information has
been omitted, as it was not known at the time of filing. Per standard
underwriting procedures, definitive "sizing" of the offering will take place
within a day or two of the date the Registration Statement is declared
effective. The Fund intends to file pursuant to Rule 497(h) a definitive
prospectus and SAI containing any omitted information in compliance with the
requirements of Rule 430A.

COVER

      COMMENT 3: Please confirm that the disclosure of the Fund's lack of
trading history and attendant risks will appear on the outside front cover page
and will be prominent. See Item 1.1 .i of Form N-2.

      RESPONSE: The subject disclosure appeared in a prominent place on the
outside cover page in Pre-Effective Amendment No. 1 and will remain in such
place in Pre-Effective Amendment No. 2

      COMMENT 4: Please confirm that Eaton Vance will not recoup offering and
organization cost reimbursements from the Fund.

      RESPONSE: Eaton Vance confirms that it will not recoup offering and
organization cost reimbursements from the Fund.

      COMMENT 5: Please clarify how the Adviser will deem an index suitable for
the purpose of purchasing put options.

      RESPONSE: The following disclosure has been added in Pre-Effective
Amendment No. 2. These same disclosures have also been added to the conforming
sections of the prospectus summary and body:
<PAGE>
January 24, 2005
Page 3


                  "IF THE ADVISER DECIDES TO PURCHASE AN INDEX PUT OPTION, THE
            ADVISER AND THE SUB-ADVISER WILL EVALUATE PUT OPTIONS ON A
            PARTICULAR INDEX BASED UPON THEIR ASSESSMENT OF THE EXPECTED DEGREE
            OF CORRELATION OF THE PERFORMANCE OF THE INDEX TO THAT OF ALL OR
            SOME OF THE COMMON STOCKS HELD IN THE FUND'S PORTFOLIO. HOWEVER,
            THERE CAN BE NO ASSURANCE THAT THE PERFORMANCE OF SUCH AN INDEX WILL
            CORRELATE WITH THAT OF ALL OR SOME OF THE COMMON STOCKS HELD IN THE
            FUND'S PORTFOLIO AND ACCORDINGLY THAT THE PUT WILL HAVE THE DESIRED
            PROTECTIVE EFFECT."

      COMMENT 6: Please disclose for which investors the Fund would make an
appropriate investment.

      RESPONSE: The following disclosure has been added in Pre-Effective
Amendment No. 2:

            "EATON VANCE BELIEVES THAT THE FUND COULD BE AN APPROPRIATE
            INVESTMENT FOR INVESTORS SEEKING AN INVESTMENT VEHICLE THAT COMBINES
            REGULAR DISTRIBUTION OF CURRENT EARNINGS AND THE POTENTIAL FOR
            CAPITAL APPRECIATION."

SUMMARY

The Fund

      COMMENT 7: The disclosure states the Fund's investment objective is
"current income with the potential for capital appreciation." Why does the
disclosure not simply say "current income and capital appreciation?"

      RESPONSE: In Pre-Effective Amendment No. 1 this sentence was replaced with
the following, which is a verbatim reiteration of the Fund's investment
objectives:

            "THE FUND'S PRIMARY INVESTMENT OBJECTIVE IS TO PROVIDE CURRENT
            INCOME, WITH A SECONDARY OBJECTIVE OF CAPITAL APPRECIATION."

Investment Objectives and Policies

      COMMENT 8: Please disclose the median market capitalization of the
companies included in the Standard and Poor's MidCap 400 Index.

      RESPONSE: In response to the staff's comment, in Pre-Effective Amendment
No. 2 the following sentence was inserted as a new second sentence in this
paragraph. The same sentence has been added to the parallel paragraph in the
body of the prospectus:

            "AS OF NOVEMBER 30, 2004, THE MEDIAN MARKET CAPITALIZATION
<PAGE>
January 24, 2005
Page 4


            OF COMPANIES IN THE S&P MIDCAP 400 WAS APPROXIMATELY $2.2 BILLION."

Closed-End Structure

      COMMENT 9: This Paragraph is large. To aid comprehension, please use
smaller, simpler paragraphs to disclose this information. Also, given the
prevalence of exchange-traded funds, please include a discussion of how they
differ from closed-end funds.

      RESPONSE: In light of our conversation on this comment, the Fund as agreed
has revised this section in Pre-Effective Amendment No.2 as follows:

            CLOSED-END STRUCTURE

            CLOSED-END FUNDS DIFFER FROM TRADITIONAL, OPEN-END MANAGEMENT
            INVESTMENT COMPANIES (COMMONLY REFERRED TO AS MUTUAL FUNDS) IN THAT
            CLOSED-END FUNDS GENERALLY LIST THEIR SHARES FOR TRADING ON A
            SECURITIES EXCHANGE AND DO NOT REDEEM THEIR SHARES AT THE OPTION OF
            THE SHAREHOLDER. BY COMPARISON, MUTUAL FUNDS ISSUE SECURITIES THAT
            ARE REDEEMABLE AT NET ASSET VALUE AT THE OPTION OF THE SHAREHOLDER
            AND TYPICALLY ENGAGE IN A CONTINUOUS OFFERING OF THEIR SHARES.

            SHARES OF CLOSED-END FUNDS FREQUENTLY TRADE AT A DISCOUNT FROM THEIR
            NET ASSET VALUE. IN RECOGNITION OF THIS POSSIBILITY AND THAT ANY
            SUCH DISCOUNT MAY NOT BE IN THE INTEREST OF COMMON SHAREHOLDERS, THE
            FUND'S BOARD OF TRUSTEES (THE "BOARD"), IN CONSULTATION WITH EATON
            VANCE, FROM TIME TO TIME MAY REVIEW POSSIBLE ACTIONS TO REDUCE ANY
            SUCH DISCOUNT. THE BOARD MIGHT CONSIDER OPEN MARKET REPURCHASES OR
            TENDER OFFERS FOR COMMON SHARES AT NET ASSET VALUE. THERE CAN BE NO
            ASSURANCE THAT THE BOARD WILL DECIDE TO UNDERTAKE ANY OF THESE
            ACTIONS OR THAT, IF UNDERTAKEN, SUCH ACTIONS WOULD RESULT IN THE
            COMMON SHARES TRADING AT A PRICE EQUAL TO OR CLOSE TO NET ASSET
            VALUE PER COMMON SHARE. THE BOARD MIGHT ALSO CONSIDER THE CONVERSION
            OF THE FUND TO AN OPEN-END MUTUAL FUND. THE BOARD BELIEVES, HOWEVER,
            THAT THE CLOSED-END STRUCTURE IS DESIRABLE, GIVEN THE FUND'S
            INVESTMENT OBJECTIVES AND POLICIES. INVESTORS SHOULD ASSUME,
            THEREFORE, THAT IT IS HIGHLY UNLIKELY THAT THE BOARD WOULD VOTE TO
            CONVERT THE FUND TO AN OPEN-END INVESTMENT COMPANY.

FOREIGN SECURITIES
<PAGE>
January 24, 2005
Page 5


      COMMENT 10: Please clarify whether the Fund's option writing strategy will
be used with foreign securities.

      RESPONSE: The Fund believes that the general description of its covered
call writing strategies in the prospectus makes clear that the Fund may write
covered call options on any portfolio common stocks, including those of foreign
issuers, that meet the Fund's option writing criteria. In response to the
staff's request for a specific statement in this regard in the foreign
securities discussion, in Pre-Effective Amendment No. 2 the following has been
added as a new final paragraph under this heading:

            "THE FUND MAY WRITE COVERED CALL OPTIONS ON COMMON STOCKS OF FOREIGN
            ISSUERS SUBJECT TO THE SAME GUIDELINES DESCRIBED HEREIN WITH RESPECT
            TO ITS COVERED CALL OPTIONS WRITING PROGRAM GENERALLY."

UNDERWRITING

      COMMENT 11: The disclosure indicates the Fund has agreed not to offer,
sell or register any additional equity securities, other than common shares, for
180 days after the date of the underwriting agreement without the prior written
consent of the Representatives. Please advise us supplementally whether the
Fund's board considered this to be in the shareholders' best interest and, if
so, why.

      RESPONSE: The Fund's board considered this term of the underwriting
arrangements in the context of its approval of the entire underwriting
agreement. It determined that the overall arrangement was acceptable and in the
best interest of the Fund. Although the board did not make a specific finding
that the particular term noted was in shareholder's best interest, we note,
however, that such provisions are present in nearly all underwriting agreements
for closed-end funds. The purpose of such a provision is to protect the
interests of shareholders purchasing shares in the initial offering and during
the early period of the development of the secondary market for such shares. In
particular, this provides some assurance to shareholders purchasing in the
initial offering based upon the prospectus that a sufficient period of time will
be permitted for a market to develop and mature before the Fund takes an action
that potentially could dilute the value of outstanding shares and/or potentially
otherwise disrupt the optimal development and functioning of the market for such
shares.

      COMMENT 12: Should the Fund use leverage, what would be the total of all
payments to Underwriters of the Fund, in terms of percentage of Fund assets?

      RESPONSE: As stated clearly in several places in the prospectus, the Fund
has no current intention to use leverage and it would not be possible to
speculate what, if any the total payments to the Underwriters would be, were the
Fund to utilize leverage. However, the Fund confirms that should the Fund at
some undetermined point in the future decide to use leverage, any such payments
made to Underwriters would conform to NASD rules and limitations. This response
is identical to that made with respect to an identical staff comment regarding
the recent offering of Eaton Vance Enhanced Equity Fund.
<PAGE>
January 24, 2005
Page 6


STATEMENT OF ADDITIONAL INFORMATION

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

      COMMENT 13: This disclosure does not contain a reasonably detailed
discussion of the material factors that formed the basis for the board of
directors approving the investment advisory contract. Please include this
information in the disclosure. See Instruction to Item 18.13 of Form N-2.

      RESPONSE: The disclosure in Pre-Effective Amendment No. 1 is substantially
identical to the disclosure regarding this issue in the recent offerings of
Eaton Vance Enhanced Equity Income Fund, Eaton Vance Tax-Advantaged Global
Dividend Income Fund, Eaton Vance Tax-Advantaged Global Dividend Opportunities
Fund and Eaton Vance Floating-Rate Income Trust. That disclosure was
significantly expanded in response to an identical staff comment for Eaton Vance
Senior Floating-Rate Trust, another recent offering. The staff there indicated
that it was satisfied with the revised disclosure. Accordingly, the Fund
believes that this disclosure fully addresses the staff's comment and disagrees
that Item 18.13 of Form N-2 requires additional disclosure.

CLOSING

APPLICATION FOR EXEMPTIVE ORDER

      In September of 2003, Eaton Vance Qualified Dividend Income Fund filed an
application for an exemptive order that would permit it and other thereinafter
created Eaton Vance closed-end funds to include long-term capital gains in
distributions to shareholders more frequently than otherwise permitted by
Section 19(b) of the Investment Company Act of 1940 and the rules thereunder.
The Fund may to rely on such exemptive relief if granted and it is expected that
the exemptive application will soon be amended to add the Fund and other
subsequently created Eaton Vance closed-end funds as parties. The Fund will not
engage in such a distribution policy prior to obtaining the requisite exemptive
relief and such relief is not necessary for the Fund to conduct its operations
as contemplated by the Registration Statement.

DECLARATION OF EFFECTIVENESS

      In connection with the Fund's and the underwriter's request for
acceleration of effectiveness of the Registration Statement included in this
Pre-Effective Amendment No. 2, the Fund will acknowledge in such request 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 disclosure in the filing;
and
<PAGE>
January 24, 2005
Page 7


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.

SEED AUDIT FINANCIALS

      The Fund informally submitted its seed audit financials for accounting
staff review prior to the filing of Pre-Effective Amendment No. 2. Below are the
Fund's responses to accounting staff comments on these financial statements
communicated by you orally and agreed to in subsequent informal communications
with Marc Stahl of this firm.

      1. In the Statement of Assets and Liabilities included in Pre-Effective
Amendment No. 2, the Fund has changed the figure in the line item entitled
"Accrued organizational costs" from $7,500 to $15,000. All other applicable line
items and note references in the financial statements have also been revised
accordingly.

      2. Supplementally, estimated offering costs are comprised of the items
listed below:

<TABLE>
<S>                                                             <C>
      Registration and Filing Fees                              $    29,450.00
      National Association of Securities Dealers, Inc. Fees     $    25,500.00
      New York Stock Exchange Fees                              $    40,000.00
      Costs of Printing and Engraving                           $   265,000.00
      Legal Fees and Expenses                                   $   250,000.00
                                                                ==============
      Total                                                     $   609,950.00
</TABLE>

      3. Supplementally, the entire $15,000 in organizational expenses is
comprised of audit fees. Eaton Vance or its affiliates directly provided certain
other organization al services to the Fund at no expense. The costs of such
services are not material. In response to the informal communication of this
supplemental information, the staff requested and the Fund has included in
Pre-Effective Amendment No. 2 the following two additional sentences at the
conclusion of the second paragraph of Note 1 "Organization":

            "EATON VANCE MANAGEMENT, OR AN AFFILIATE, DIRECTLY PROVIDED CERTAIN
            OTHER ORGANIZATIONAL SERVICES TO THE FUND AT NO EXPENSE. THE COSTS
            OF SUCH SERVICES ARE NOT MATERIAL."

      4. As a result of the estimated offering expenses totaling $609,950.00, as
agreed to with the staff, in Pre-Effective Amendment No. 2 the following two
sentences have been added at the conclusion of the third paragraph of Note 1
"Organization":
<PAGE>
January 24, 2005
Page 8


            "THE TOTAL ESTIMATED FUND OFFERING COSTS ARE $609,950. EATON VANCE
            MANAGEMENT WOULD PAY $109,950 BASED ON SUCH ESTIMATE."

                                    * * * * *

      As agreed to in our telephone conversations, we believe that this
submission fully responds to your comments. Please feel free to call me at any
time at 617-261-3246. In my absence, please address any questions or concerns to
Mark Goshko at 617-261-3163 or Marc Stahl at 617-261-3187.

                                                 Sincerely,

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

                                                 Clair E. Pagnano

Enclosures

cc:      Richard Pfordte
           Securities and Exchange Commission, Division of Investment Management
      Fred Marius
           Eaton Vance Management
      Mark P. Goshko
           Kirkpatrick & Lockhart Nicholson Graham LLP
      Marc O. Stahl
           Kirkpatrick & Lockhart Nicholson Graham LLP
      Thomas Hale
           Skadden, Arps, Slate, Meagher & Flom LLP
      Joshua Ratner
           Skadden, Arps, Slate, Meagher & Flom LLP

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