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KIRKPATRICK & LOCKHART LLP
75 State Street
Boston, MA   02109
Tel.:  (617) 261-3246
Fax.:  (617) 261-3175


August 12, 2004

VIA EDGAR
---------

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

      RE:   EATON VANCE ENHANCED EQUITY INCOME FUND
            REGISTRATION STATEMENT ON FORM N-2 (333-___; 811- 21614)

Ladies and Gentlemen:

      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 (the "Fund") is a
registration  statement on Form N-2 relating to Registrant's initial issuance of
common   shares  of  beneficial   interest,   par  value  $.01  per  share  (the
"Registration  Statement").  The Fund has filed electronically a Notification of
Registration on Form N-8A in conjunction with this filing.

      The Fund is a newly-organized,  closed-end  management  investment company
and the  Registration  Statement  is being filed for the purpose of  registering
common  shares of  beneficial  interest of the Fund.  The  registration  fee for
purposes  of the initial  filing of $126.70  has been wired  through the FEDWIRE
system to the Securities  and Exchange  Commission's  ("SEC")  account at Mellon
Bank. The Registration Statement transmitted with this letter contains conformed
signature pages, the manually executed  originals of which are maintained at the
offices of the Fund.

      The Fund's primary investment  objective is to provide current income with
a secondary  objective  of total  return.  The Fund will  pursue its  investment
objectives  by  investing  primarily  in a  portfolio  consisting  of large  and
mid-capitalization  common stocks,  seeking companies with above-average  growth
and financial  strength.  The Fund will, when appropriate  opportunities  arise,
sell  covered call options on its  portfolio  securities  to seek to earn income
from option  premiums.  There can be no assurance that the Fund will achieve its
investment objectives.

      The Fund desires to commence the public  offering of its common  shares as
soon as possible and expects to begin  circulating  a "red  herring"  prospectus
within the next month.  The appropriate  legends are included on the cover pages
of  the  prospectus  and  SAI.  It  is  expected  that  the  Fund  will  file  a
pre-effective  amendment  responding to any comments and registering  additional


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Securities and Exchange Commission
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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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