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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950135-03-003267.txt : 20030527
<SEC-HEADER>0000950135-03-003267.hdr.sgml : 20030526
<ACCEPTANCE-DATETIME>20030527155613
ACCESSION NUMBER:		0000950135-03-003267
CONFORMED SUBMISSION TYPE:	N-2MEF
PUBLIC DOCUMENT COUNT:		2
<REFERENCE-462B>333-103901
FILED AS OF DATE:		20030527
EFFECTIVENESS DATE:		20030527

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EATON VANCE LIMITED DURATION INCOME FUND
		CENTRAL INDEX KEY:			0001222922

	FILING VALUES:
		FORM TYPE:		N-2MEF
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-105575
		FILM NUMBER:		03719967

	MAIL ADDRESS:	
		STREET 1:		255 STATE STREET
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02109

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EATON VANCE LIMITED DURATION INCOME FUND
		CENTRAL INDEX KEY:			0001222922

	FILING VALUES:
		FORM TYPE:		N-2MEF
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-21323
		FILM NUMBER:		03719968

	MAIL ADDRESS:	
		STREET 1:		255 STATE STREET
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02109
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-2MEF
<SEQUENCE>1
<FILENAME>b46229mfnv2mef.txt
<DESCRIPTION>FORM N-2MEF
<TEXT>
<PAGE>
            As filed with the Securities and Exchange Commission on May 27, 2003
                                                    1933 Act File No. 333-103901
                                                     1940 Act File No. 811-21323


                     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 LIMITED DURATION INCOME FUND
                    ----------------------------------------
               (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 LLP                          SKADDEN, ARPS, SLATE,
       75 STATE STREET                              MEAGHER & FLOM (ILLINOIS)
BOSTON, MASSACHUSETTS 02109                         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 333-103901.

      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)(3)
                                                                (1)                (1)
<S>                                      <C>               <C>               <C>                <C>
Common Shares of Beneficial               114,000,000          $20.00         $2,280,000,000       $184,452
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.

(3)   A registration fee of $80.90 was previously paid in connection with the
      initial filing and $153,629.10 was previously paid in connection with
      Pre-Effective Amendment No. 2.


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

      This Registration Statement is being filed by the Eaton Vance Limited
Duration Income Fund (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.
333-103901) declared effective on May 23, 2003 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 Limited
Duration Income Fund 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 27th day of May 2003.

                                       EATON VANCE LIMITED DURATION INCOME FUND


                                             By:   /s/ Thomas E. Faust Jr.
                                                   --------------------------
                                                   Thomas E. Faust Jr.
                                                   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/ Thomas E. Faust Jr.                                  President and Principal                   May 27, 2003
- --------------------------------------------             Executive Officer
Thomas E. Faust Jr.

/s/ James L. O'Connor                                    Treasurer and Principal Financial         May 27, 2003
- --------------------------------------------             and Accounting Officer
James L. O'Connor

/s/ Jessica M. Bibliowicz*                               Trustee                                   May 27, 2003
- --------------------------------------------
Jessica M. Bibliowicz

/s/ James B. Hawkes                                      Trustee                                   May 27, 2003
- --------------------------------------------
James B. Hawkes

/s/ Samuel L. Hayes, III*                                Trustee                                   May 27, 2003
- --------------------------------------------
Samuel L. Hayes, III

/s/ Norton H. Reamer*                                    Trustee                                   May 27, 2003
- --------------------------------------------
Norton H. Reamer

/s/ Lynn A. Stout*                                       Trustee                                   May 27, 2003
- --------------------------------------------
Lynn A. Stout

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

(l)   Opinion and Consent of Kirkpatrick & Lockhart LLP as to Registrant's
      Common Shares dated May 27, 2003

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.L
<SEQUENCE>3
<FILENAME>b46229mfexv99wl.txt
<DESCRIPTION>OPINION AND CONSENT OF KIRKPATRICK LOCKHART
<TEXT>
<PAGE>
                           Kirkpatrick & Lockhart LLP
                                 75 State Street
                        Boston, Massachusetts 02109-1808


                                                 May 27, 2003

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

Eaton Vance Limited Duration Income Fund
255 State Street
Boston, MA 02109

Dear Sirs:

      This opinion is furnished in connection with the registration by Eaton
Vance Limited Duration Income Fund, a business trust organized under the laws of
the Commonwealth of Massachusetts ("Fund"), of 2,280,000 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.
333-103901), 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 LLP

                                              Kirkpatrick & Lockhart LLP

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