<DOCUMENT>
<TYPE>EX-99.(D)
<SEQUENCE>2
<FILENAME>b51783a1exv99wxdy.txt
<DESCRIPTION>FORM OF SPECIMEN CERTIFICATE
<TEXT>
<PAGE>

                                                                     Exhibit (d)

SPECIMEN CERTIFICATE ONLY

CERTIFICATE                                                          NUMBER OF
  NUMBER                                                               SHARES

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

                     EATON VANCE ENHANCED EQUITY INCOME FUND
         Organized Under the Laws of The Commonwealth of Massachusetts
                                  Common Shares
                            $.01 Par Value Per Share

                                                       Cusip No. _______________

      This certifies that _____________________________ is the owner of
_____________________________ fully paid and non-assessable shares of Common
Shares, $.01 par value per share, of Eaton Vance Enhanced Equity Income Fund
(the "Fund") transferable only on the books of the Fund by the holder thereof in
person or by duly authorized Attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid unless countersigned by the
transfer agent and registrar.

      A statement in full, of all the designations, preferences, qualifications,
limitations, restrictions and special or relative rights of the shares of each
class authorized to be issued, will be furnished by the Fund to any shareholders
upon request and without charge.

      IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by
its duly authorized officers and its Seal to be hereunto affixed this
___________________ day of ______________________ A.D. 2004.

INVESTORS BANK & Trust Company           EATON VANCE ENHANCED EQUITY INCOME FUND
As Transfer Agent and Registrar

By: _________________________            By:     _____________________________
    Authorized Signature                         President

                                         Attest: __________________________
                                                 Secretary

<PAGE>

      FOR VALUE RECEIVED, ____________________________________ hereby sells,
assigns and transfers unto _____________________________ Shares represented by
this Certificate, and do hereby irrevocably constitute and appoint
____________________________________ Attorney to transfer the said Shares on the
books of the within named Fund with full power of substitution in the premises.

Dated ______________________________, ________________

In presence of
___________________________             _______________________________________

                  Shares of Common Shares evidenced by this Certificate may be
                  sold, transferred, or otherwise disposed of only pursuant to
                  the provisions of the Fund's Agreement and Declaration of
                  Trust, as amended, a copy of which may be at the office of the
                  Secretary of the Commonwealth of Massachusetts.

                  The Fund will furnish to any shareholder, upon request and
                  without charge, a full statement of the designations,
                  preferences, limitations and relative rights of the shares of
                  each class of series of capital stock of the Fund authorized
                  to be issued, so far as they have been determined, and the
                  authority of the Board of Trustees to determine the relative
                  rights and preferences of subsequent classes or series. Any
                  such request should be addressed to the Secretary of the Fund.

</TEXT>
</DOCUMENT>
