-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950135-05-000294.txt : 20050126
<SEC-HEADER>0000950135-05-000294.hdr.sgml : 20050126
<ACCEPTANCE-DATETIME>20050126212052
ACCESSION NUMBER:		0000950135-05-000294
CONFORMED SUBMISSION TYPE:	N-2MEF
PUBLIC DOCUMENT COUNT:		2
<REFERENCE-462B>333-120421
FILED AS OF DATE:		20050126
DATE AS OF CHANGE:		20050126
EFFECTIVENESS DATE:		20050126

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Eaton Vance Enhanced Equity Income Fund II
		CENTRAL INDEX KEY:			0001308335
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		N-2MEF
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-122321
		FILM NUMBER:		05551557

	BUSINESS ADDRESS:	
		STREET 1:		THE EATON VANCE BUILDING
		STREET 2:		255 STATE STREET
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02109
		BUSINESS PHONE:		617-482-8260

	MAIL ADDRESS:	
		STREET 1:		THE EATON VANCE BUILDING
		STREET 2:		255 STATE STREET
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02109

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Eaton Vance Enhanced Equity Income Fund II
		CENTRAL INDEX KEY:			0001308335
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		N-2MEF
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-21670
		FILM NUMBER:		05551558

	BUSINESS ADDRESS:	
		STREET 1:		THE EATON VANCE BUILDING
		STREET 2:		255 STATE STREET
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02109
		BUSINESS PHONE:		617-482-8260

	MAIL ADDRESS:	
		STREET 1:		THE EATON VANCE BUILDING
		STREET 2:		255 STATE STREET
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02109
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-2MEF
<SEQUENCE>1
<FILENAME>b52674mfnv2mef.txt
<DESCRIPTION>EATON VANCE ENHANCED EQUITY INCOME FUND II
<TEXT>
<PAGE>
    As filed with the Securities and Exchange Commission on January 27, 2005
                                                     1933 Act File No. 333-
                                                     1940 Act File No. 811-21670


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-2

                             REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933 [ ]
                       PRE-EFFECTIVE AMENDMENT NO.    [ ]
                      POST-EFFECTIVE AMENDMENT NO. 1  [X]

                                     AND/OR

                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940
                                  AMENDMENT NO. 3     [X]
                        (CHECK APPROPRIATE BOX OR BOXES)

                   EATON VANCE ENHANCED EQUITY INCOME FUND II
             ------------------------------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

     THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109
     -----------------------------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (617) 482-8260
        -----------------------------------------------------------------

                                 ALAN R. DYNNER
     THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109
     -----------------------------------------------------------------------
                     NAME AND ADDRESS (OF AGENT FOR SERVICE)

                          COPIES OF COMMUNICATIONS TO:

    MARK P. GOSHKO, ESQ.                             THOMAS A. HALE, ESQ.
KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP          SKADDEN, ARPS, SLATE,
       75 STATE STREET                                MEAGHER & FLOM LLP
BOSTON, MASSACHUSETTS 02109                        333 W. WACKER SUITE 2100
                                                    CHICAGO, ILLINOIS 60606

      APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the effective date of this Registration Statement.

      [X] This form is filed to register additional securities for an offering
          pursuant to Rule 462(b) under the Securities Act and the Securities
          Act registration statement for the same offering is 333-120421.

      If any of the securities being registered on this form are to be offered
on a delayed or continuous basis in reliance on Rule 415 under the Securities
Act of 1933, other than securities offered in connection with a dividend
reinvestment plan, check the following box. [ ]

      It is proposed that this filing will become effective (check appropriate
box): [ ] when declared effective pursuant to Section 8(c)
<PAGE>
        CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
                                                              PROPOSED          PROPOSED
                                         AMOUNT BEING         MAXIMUM            MAXIMUM            AMOUNT OF
                                          REGISTERED          OFFERING          AGGREGATE       REGISTRATION FEES
TITLE OF SECURITIES BEING REGISTERED          (1)          PRICE PER UNIT    OFFERING PRICE          (1)(2)
                                                                (1)                (1)
<S>                                      <C>               <C>               <C>                <C>
Common Shares of Beneficial                315,000           $20.00            $6,300,000            $741.51
Interest, $0.01 par value
</TABLE>

(1)   Estimated solely for purposes of calculating the registration fee,
      pursuant to Rule 457(o) under the Securities Act of 1933.

(2)   Includes Shares that may be offered to the Underwriters pursuant to an
      option to cover over-allotments.

                      ------------------------------------

      This Registration Statement is being filed by the Eaton Vance Enhanced
Equity Income Fund II (the "Registrant") pursuant to Rule 462(b) promulgated
under the Securities Act of 1933, as amended. The Registrant hereby incorporates
by reference into this Registration Statement the content of the Registrant's
Registration Statement on Form N-2 and all amendments thereto (File No.
333-120421) declared effective on January 25, 2005 by the Securities and
Exchange Commission (the "Commission") including each of the documents filed by
the Registrant with the Commission therein.
<PAGE>



                                     NOTICE


     A copy of the Agreement and Declaration of Trust of Eaton Vance Enhanced
Equity Income Fund II is on file with the Secretary of State of the Commonwealth
of Massachusetts and notice is hereby given that this instrument is executed on
behalf of the Registrant by an officer of the Registrant as an officer and not
individually and that the obligations of or arising out of this instrument are
not binding upon any of the Trustees, officers or shareholders individually, but
are binding only upon the assets and property of the Registrant.


<PAGE>
                                   SIGNATURES

      Pursuant to requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Boston and the
Commonwealth of Massachusetts, on the 26th day of January 2005.

                                      EATON VANCE ENHANCED EQUITY INCOME FUND II


                                             By:   /s/ Duncan W. Richardson
                                                   --------------------------
                                                   Duncan W. Richardson
                                                   President

      Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                    Signature                                        Title                             Date
                    ---------                                        -----                             ----
<S>                                                      <C>                                       <C>
/s/ Duncan W. Richardson                                 President and Principal                   January 26, 2005
- --------------------------------------------             Executive Officer
Duncan W. Richardson

/s/ James L. O'Connor                                    Treasurer and Principal Financial         January 26, 2005
- --------------------------------------------             and Accounting Officer
James L. O'Connor

/s/ James B. Hawkes                                      Trustee                                   January 26, 2005
- --------------------------------------------
James B. Hawkes

Samuel L. Hayes, III*                                    Trustee                                   January 26, 2005
- --------------------------------------------
Samuel L. Hayes, III

William H. Park*                                         Trustee                                   January 26, 2005
- --------------------------------------------
William H. Park

Ronald A. Pearlman*                                      Trustee                                   January 26, 2005
- --------------------------------------------
Ronald A. Pearlman

Norton H. Reamer*                                        Trustee                                   January 26, 2005
- --------------------------------------------
Norton H. Reamer

Lynn A. Stout*                                           Trustee                                   January 26, 2005
- --------------------------------------------
Lynn A. Stout

* By: /s/ Alan R. Dynner
- ------------------------------
Alan R. Dynner (As attorney in-fact)
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(L)
<SEQUENCE>2
<FILENAME>b52674mfexv99wxly.txt
<DESCRIPTION>OPINION OF KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP
<TEXT>
<PAGE>
                                                                     Exhibit (1)

                  Kirkpatrick & Lockhart Nicholson Graham LLP
                                 75 State Street
                        Boston, Massachusetts 02109-1808


                                                 January 26, 2005

Mark P. Goshko
617.261-3163
mgoshko@kl.com

Eaton Vance Enhanced Equity Income Fund II
255 State Street
Boston, MA 02109

Dear Sirs:

      This opinion is furnished in connection with the registration by Eaton
Vance Enhanced Equity Income Fund II, a business trust organized under the laws
of the Commonwealth of Massachusetts ("Fund"), of 315,000 shares of beneficial
interest, per value of $.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.

      As counsel for the Fund, we are familiar with the proceedings taken by it
in connection with the authorization, issuance and sale of the Shares. In
addition, we have examined and are familiar with the Agreement and Declaration
of Trust of the Fund, the By-Laws of the Fund, and such other documents as we
have deemed relevant to the matters referred to in this opinion.

      Based upon the foregoing, we are of the opinion that the Shares, upon
issuance and sale in the manner referred to in the Registration Statement, will
be legally issued, fully paid and non-assessable (except as described in the
Registration Statement) shares of beneficial interest of the Fund.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus constituting
a part thereof.

                                              Very truly yours,

                                 /s/ Kirkpatrick & Lockhart Nicholson Graham LLP

                                     Kirkpatrick & Lockhart Nicholson Graham LLP

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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