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                     [KIRKPATRICK & LOCKHART LLP LETTERHEAD]





October 22, 2004

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

         File Nos. 333-118180 and 811-21614

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 (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
45,000,000 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. 333-118180), 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 August 12, 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 September 24, 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 Monday October 25, 2004.


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Page 2 of 16


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 proposed 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 intends only to omit certain pricing information
from Pre-Effective Amendment No. 2. This would include 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
will be omitted, as it will not be 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 define the term "total managed assets."

         RESPONSE: In Pre-Effective Amendment No. 1, the Fund replaced the term
"total managed assets" with the term "total assets" in all instances. The Fund
believes while the term "total managed assets" may be useful for a closed-end
fund that, unlike the Fund, is using or intends to use leverage to ensure a
requisite level of investment, the Fund has no current
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Page 3 of 16


intention to use leverage and thus, the term may be confusing and has been
replaced with the more standard "total assets" reference.

INVESTMENT OBJECTIVES AND POLICIES

         COMMENT 6: The disclosure indicates the Fund will seek to invest
primarily in companies with above-average growth. Accordingly, please clarify
that the Fund will pursue a growth style of investing, and disclose the risks of
this strategy where appropriate.

         RESPONSE: In Pre-Effective Amendment No. 1, the Fund added the
following disclosure to the Summary and body sections of the prospectus that
discusses the risks associated with investing in growth companies. The Fund
believes the added disclosure responds to the staff's comment.

         "RISKS OF GROWTH STOCK INVESTING. THE FUND EXPECTS TO INVEST
         SUBSTANTIALLY IN STOCKS WITH "GROWTH" CHARACTERISTICS. GROWTH STOCKS
         CAN REACT DIFFERENTLY TO ISSUER, POLITICAL, MARKET, AND ECONOMIC
         DEVELOPMENTS THAN THE MARKET AS A WHOLE AND OTHER TYPES OF STOCKS.
         GROWTH STOCKS TEND TO BE MORE EXPENSIVE RELATIVE TO THEIR EARNINGS OR
         ASSETS COMPARED TO OTHER TYPES OF STOCKS. AS A RESULT, GROWTH STOCKS
         TEND TO BE SENSITIVE TO CHANGES IN THEIR EARNINGS AND MORE VOLATILE
         THAN OTHER TYPES OF STOCKS."

         COMMENT 7: The disclosure indicates the Fund will invest in common
stocks and "other equities." Please list here all types of "other equities" in
which the Fund will invest and the approximate percentage of Fund assets to be
invested in each type. Disclose where appropriate the principal risks of
investing in each type of "other equity." Please advise us supplementally
whether the Fund will sell covered call options on the "other equities."

         RESPONSE: The Fund removed the phrase "and other equities" in
Pre-Effective Amendment No. 1. In all instances, the disclosure now reads:
"UNDER NORMAL MARKET CONDITIONS, THE FUND WILL INVEST AT LEAST 80% OF ITS TOTAL
ASSETS IN COMMON STOCKS." These changes confirm that the Fund's 80% policy
includes only common stocks.

         COMMENT 8: Please disclose the median market capitalization of the
companies included in the Standard and Poor's 500 Index.

         RESPONSE: In Pre-Effective Amendment No. 1, the Fund added the
following disclosure to page 1 of the "Prospectus summary" section: "AS OF
AUGUST 31, 2004, THE MEDIAN CAPITALIZATION OF COMPANIES IN THE S&P 500 WAS
APPROXIMATELY $9.3 BILLION." This disclosure is also set forth in the body of
the prospectus under "Investment objectives, policies and risks -- Primary
Investment Policies -- General Composition of the Fund."

         COMMENT 9: Please explain in greater detail what will constitute the
"normal market conditions" in which the Fund will sell covered call options on a
substantial portion of its portfolio
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Page 4 of 16


securities. Please disclose when the Fund will not sell covered call options.
Also, please disclose that when market conditions are not "normal," the Fund may
not achieve its investment objective.

         RESPONSE: The phrase "under normal market conditions" is widely used by
investment companies in stating investment policies and restrictions to signify
that such policies or restrictions apply in all ordinary circumstances but
preserves the possibility of a deviation from the policy if some truly
extraordinary event materializes. There are a number of SEC rules as well as
staff guidance that expressly acknowledge this conceptual exception to
investment parameters that will otherwise apply at all times.

         In using this phrase in the manner cited by the staff comment, the Fund
is not intending to convey a meaning of "normal market circumstances" different
from those normally intended to be covered by this terminology (i.e., some truly
extraordinary and unforeseeable development). Like other funds formulating
policies with such an exception, the Fund intends to pursue this policy in all
regularly occurring and/or foreseeable market circumstances. To clarify this
intent, in Pre-Effective Amendment No. 1, the Fund deleted a sentence which
appeared shortly after this policy statement in the initial Registration
Statement that could have been read to suggest that that the Fund would not
follow this policy in certain circumstances that might be considered normal
under conventional uses of such formulation.

         Although Eaton Vance believes that the Fund's investment strategy
likely will produce more favorable results relative to a strategy of long-only
investment in common stocks in certain circumstances and not others, Eaton Vance
nevertheless believes that it will be possible to successfully pursue the Fund's
objectives in all market circumstances. The Fund's situation in this regard is
not distinguishable from that involving any other type of investment strategy.
In nearly all cases, certain investment strategies would be expected to perform
better or worse on a relative or absolute basis in certain types of
circumstances but the subject funds' objectives and the key policies underlying
them will be pursued in all regularly occurring or foreseeable circumstances.

         COMMENT 10: The disclosure indicates the Fund may leverage through
borrowing, yet the fee table contains no information regarding the costs of any
such borrowing. Please advise us supplementally whether the Fund will use debt
for leverage. In the event the Fund intends to leverage, include the expenses
associated with interest or dividend payments on the borrowed funds in the fee
table. Also, disclose the maximum percentage of total assets the Fund will
borrow through debt or preferred offerings.

         RESPONSE: As indicated in several places in the prospectus, the Fund
has no current intention to use leverage. Accordingly, such information is not
required to be included in the table.

         COMMENT 11: Should the Fund leverage, would preferred or debt holders'
claims on the Fund's income supersede common shareholders'? If so, please
disclose. Please disclose where appropriate the advantages, if any, to common
shareholders from leveraging. Alternatively, if there are no such advantages,
please disclose this fact.
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Page 5 of 16


         RESPONSE: As stated in response to Comment 10 above, the Fund has no
current intention to use leverage. Nevertheless, under the heading "Description
of capital structure - Preferred Shares, the beginning of the third paragraph
includes the following description of the liquidation preference that any future
issuance of preferred shares not currently contemplated would have over common
shares: "IN THE EVENT OF ANY VOLUNTARY OR INVOLUNTARY LIQUIDATION, DISSOLUTION
OR WINDING UP OF THE FUND, THE TERMS OF ANY PREFERRED SHARES MAY ENTITLE THE
HOLDERS OF PREFERRED SHARES TO RECEIVE A PREFERENTIAL LIQUIDATING DISTRIBUTION
(EXPECTED TO BE EQUAL TO THE ORIGINAL PURCHASE PRICE PER SHARE PLUS REDEMPTION
PREMIUM, IF ANY, TOGETHER WITH ACCRUED AND UNPAID DIVIDENDS, WHETHER OR NOT
EARNED OR DECLARED AND ON A CUMULATIVE BASIS) BEFORE ANY DISTRIBUTION OF ASSETS
IS MADE TO HOLDERS OF COMMON SHARES."

         COMMENT 12: Please disclose any limitations on the extent to which the
Fund may invest in junk securities.

         RESPONSE: Since the Fund may not invest in bonds, the Fund believes
this comment is directed only to the Fund's potential investments in preferred
stocks. In this regard, the Fund directs the staff's attention to the following
disclosure located in the body of the prospectus under the section "Investment
objectives, policies and risks -- Additional Investment Practices -- Preferred
stocks." The underlined text was added in Pre-Effective Amendment No. 1 and the
Fund believes the current disclosure adequately addresses the staff's comment:

                  "THE FUND WILL ONLY INVEST IN PREFERRED STOCKS THAT ARE RATED
                  INVESTMENT GRADE AT THE TIME OF INVESTMENT OR, IF UNRATED,
                  DETERMINED BY THE ADVISER TO BE OF COMPARABLE QUALITY.
                  STANDARD & POOR'S RATINGS GROUP AND FITCH RATINGS CONSIDER
                  SECURITIES RATED BBB- AND ABOVE TO BE INVESTMENT GRADE AND
                  MOODY'S INVESTORS SERVICE, INC. CONSIDERS SECURITIES RATED
                  BAA3 AND ABOVE TO BE INVESTMENT GRADE."

INVESTMENT STRATEGY

         COMMENT 13: Please quantify the difference between "strongly rising"
and "moderately rising" equity markets.

         RESPONSE: The Fund has added the following disclosure under "Investment
Objectives and Policies" in this Pre-Effective Amendment No. 2:

                "FOR THESE PURPOSES, THE ADVISER CONSIDERS MORE STRONGLY RISING
                EQUITY MARKET CONDITIONS TO EXIST WHENEVER THE CURRENT ANNUAL
                RATE OF RETURN FOR U.S. STOCKS MATERIALLY EXCEEDS THE LONG-TERM
                HISTORICAL AVERAGE OF STOCK MARKET RETURNS. THE ADVISER
                CONSIDERS MODERATELY RISING EQUITY MARKET CONDITIONS TO EXIST
                WHENEVER CURRENT ANNUAL RETURNS ON U.S. COMMON STOCKS ARE
                POSITIVE, BUT NOT MATERIALLY HIGHER THAN THE LONG-TERM
                HISTORICAL AVERAGE OF STOCK MARKET RETURNS."
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Page 6 of 16


DISTRIBUTIONS

         COMMENT 14: Please disclose in this section the nature of the Fund's
obligations under Section 19(a) of the Investment Company Act and Rule 19a-1
thereunder. Please disclose that the Fund will disclose to shareholders the
sources of each distribution, e.g., dividend income, return of capital, capital
gain from sale of stock. Also, please disclose here the tax consequences of
receiving distributions from each of the various possible sources.

         RESPONSE: In response to the staff's comment, the Fund added in
Pre-Effective Amendment No. 1 the following disclosure found on page 4 of the
prospectus as the fourth sentence of the second paragraph under the section
"Prospectus summary -- Distributions:" "OVER TIME, ALL OF THE FUND'S INVESTMENT
COMPANY TAXABLE INCOME WILL BE DISTRIBUTED." In addition, the following
statements summarizing Rule 19a-1 requirements was added in Pre-Effective
Amendment No. 1 as the last sentence of the same PARAGRAPH: "UNDER THE 1940 ACT,
FOR ANY DISTRIBUTION THAT INCLUDES AMOUNTS FROM SOURCES OTHER THAN NET INCOME,
THE FUND IS REQUIRED TO PROVIDE COMMON SHAREHOLDERS A WRITTEN STATEMENT
REGARDING THE COMPONENTS OF SUCH DISTRIBUTION." Conforming changes were also
made to the ""Distributions" section in the body of the prospectus. The Fund
believes that the distributions discussion as so revised fully responds to the
staff's comment.

SECTOR RISK

         COMMENT 15: Please explain the difference between "industry" and
"sector."

         RESPONSE: The Fund added the following disclosure in Pre-Effective
Amendment No. 1 (underlined language is new) to clarify the Fund's use of the
term "sector" and believes the current disclosure fully responds to the staff's
comments: "THE FUND MAY INVEST A SIGNIFICANT PORTION OF ITS ASSETS IN SECURITIES
OF ISSUERS IN ANY SINGLE INDUSTRY OR SECTOR OF THE ECONOMY (A BROAD BASED
ECONOMIC SEGMENT THAT MAY INCLUDE MANY DISTINCT INDUSTRIES) IF COMPANIES IN THAT
INDUSTRY OR SECTOR MEET THE FUND'S INVESTMENT CRITERIA."

         DERIVATIVES RISK

         COMMENT 16: Please disclose here or in the Objectives and Policies
section the percentage of Fund assets to be invested in derivatives.

         RESPONSE: The initial Registration Statement contained the following
statement in the Summary in first sentence of the second to last paragraph under
the heading "Investment Strategy."

                "IN ADDITION TO THE INTENDED STRATEGY OF WRITING COVERED CALL
                OPTIONS, FUND MAY INVEST UP TO 20% OF ITS TOTAL ASSETS IN OTHER
                DERIVATIVE INVESTMENTS ACQUIRED FOR HEDGING, RISK MANAGEMENT AND
                INVESTMENT PURPOSES (TO GAIN EXPOSURE TO SECURITIES, SECURITIES
                MARKETS, MARKET INDICES AND/OR CURRENCIES CONSISTENT WITH ITS
                INVESTMENT OBJECTIVES AND POLICIES), PROVIDED THAT NO MORE THAN
                10% OF THE FUND'S TOTAL ASSETS MAY BE INVESTED IN SUCH
                DERIVATIVE INSTRUMENTS ACQUIRED FOR NON-HEDGING PURPOSES."
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Page 7 of 16


         In addition, the following statement was added in Pre-Effective
Amendment No 1 as the first sentence under "Derivatives risk" in both the
summary and body of the prospectus:

                  "IN ADDITION TO WRITING COVERED CALL OPTIONS, THE RISKS OF
                  WHICH ARE DESCRIBED ABOVE, THE FUND MAY INVEST UP TO 20% OF
                  ITS TOTAL ASSETS IN OTHER DERIVATIVE INVESTMENTS ACQUIRED FOR
                  HEDGING, RISK MANAGEMENT AND INVESTMENT PURPOSES."

SUMMARY OF FUND EXPENSES

         COMMENT 17: If the Fund plans to issue preferred shares, please include
the costs of that offering in the appropriate line item of the fee table.

         RESPONSE: As discussed in response to Comments 10 and 11, the Fund has
no current intention to issue preferred shares or to otherwise utilize leverage.
Accordingly, no change is needed to the fee table.

         COMMENT 18: Please change the fee table line item from "Investment
Advisory Fee" to "Management Fees."

         RESPONSE: In Pre-Effective Amendment No. 1, the Fund changed the line
item in the Fee Table from "Investment Advisory Fee" to "Management Fees."

EXAMPLE

         COMMENT 19: Please delete "net" from the term "total net annual
expenses."

         RESPONSE: In Pre-Effective Amendment No. 1, the Fund deleted the word
"net" from line item entitled "total net annual expenses."

         COMMENT 20: Please advise us supplementally why expenses will increase
in years 9 and 10.

         RESPONSE: Expenses are not expected to increase in years 9 and 10. This
reference was deleted in Pre-Effective Amendment No. 1.

         COMMENT 21: Text in footnote 1 to the Example references "note 2
below," yet there is no note 2. Please correct this inconsistency.

         RESPONSE: This erroneous reference was deleted in Pre-Effective
Amendment No. 1.

USE OF PROCEEDS

         COMMENT 22: Please remove the term "under normal market conditions"
from the disclosure. Alternatively, clarify the meaning of "under normal market
conditions. "

         RESPONSE: We believe that the inclusion of this language is consistent
with Guide 1 to Form N-2. Guide 1 clearly contemplates that investment of
proceeds in short term
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Page 8 of 16


debt instruments for a longer period "in accordance with a temporary defensive
policy" is not inconsistent with the position expressed in Guide 1 that a fund
normally should be invested in accordance with its policy within 3 months or
explain specifically why it will not be (for a period up to 6 months). The
"under normal market conditions" caveat is included entirely to reserve the
possibility of temporary defensive investing for some longer period if
extraordinary market circumstances were to warrant this. Identical or similar
language is frequently used without objection by the staff to qualify a variety
of generally applicable investment policies that a fund might deviate from to
protect shareholders in extraordinary circumstances. In this regard, we note
that all of the recent Eaton Vance closed-end funds have included this same
language in this section of their prospectuses, and that most recently we
received a substantially identical comment from the staff on the Eaton Vance
Tax-Advantaged Dividend Income Fund, in which the staff permitted the subject
disclosure to remain as is on the grounds articulated above.

CALL OPTIONS AND COVERED CALL WRITING

         COMMENT 23: Please disclose the circumstances under which the Fund will
and will not repurchase options prior to their expiration date and explain why
the Fund may or may not repurchase options.

         RESPONSE: In response to the staff's comment, the following explanation
was inserted as new fifth paragraph under "Investment objectives, policies and
risks - Primary Investment Policies - Investment strategy:"

                   "THE FUND EXPECTS INITIALLY TO WRITE PRIMARILY
                   EXCHANGE-LISTED CALL OPTIONS ON INDIVIDUAL STOCKS HELD IN THE
                   FUND'S PORTFOLIO (RATHER THAN S&P 500, S&) MIDCAP 400 OR
                   OTHER INDEX OPTIONS), PRIMARILY WITH SHORTER MATURITIES
                   (TYPICALLY TWO TO SIX MONTHS UNTIL EXPIRATION) AND PRIMARILY
                   AT EXERCISE PRICES APPROXIMATELY EQUAL TO OR SLIGHTLY ABOVE
                   THE CURRENT STOCK PRICE WHEN WRITTEN. WHEN AN OPTION-WRITING
                   PROGRAM IS ESTABLISHED FOR A PARTICULAR STOCK, OPTIONS WILL
                   TYPICALLY BE WRITTEN ON A PORTION OF THE TOTAL STOCK
                   POSITION, WHICH MAY ALLOW FOR UPSIDE POTENTIAL. IF THE STOCK
                   PRICE INCREASES, THE FUND WILL NORMALLY LOOK TO BUY BACK THE
                   CALL OPTIONS WRITTEN AND TO SELL NEW CALL OPTIONS AT HIGHER
                   EXERCISE PRICES ON A GREATER NUMBER OF SHARES. IF THE STOCK
                   PRICE DECLINES, THE FUND WILL NORMALLY SEEK TO BUY BACK THE
                   CALL OPTIONS WRITTEN AND TO SELL NEW CALL OPTIONS AT LOWER
                   EXERCISE PRICES ON FEWER SHARES. THE FUND WILL SEEK TO
                   EXECUTE OPTION ROLLS (AS DESCRIBED ABOVE) SUCH THAT THE
                   PREMIUM RECEIVED FROM WRITING NEW OPTIONS GENERALLY EXCEEDS
                   THE AMOUNTS PAID TO CLOSE THE POSITIONS BEING REPLACED."

         COMMENT 24: Please quantify the transactional costs of the Fund's
option trading activity.
<PAGE>
Page 9 of 16


         RESPONSE: The Fund is unaware of any requirement of Form N-2 or any
staff guidance that portfolio transaction costs be prospectively quantified and
disclosed. Moreover, the Fund believes that it would not be possible to do this
with any degree of accuracy since costs vary by transaction and the number of
particular types of transactions that the Fund will engage in cannot be
accurately predicted in advance. The Fund is unaware of any other investment
company prospectus where trading costs for any type of transaction have been
prospectively quantified in the manner requested. However, in response to the
staff's concern regarding transaction costs involved in options activity, the
statement set forth was added in Post-Effective Amendment No. 1 as a new final
paragraph to the "Investment objectives, policies and risks -- Primary
Investment Policies -- Options-generally." The Fund believes that this new
disclosure fully addresses the substance of the concern underlying the staff's
comment:

                  THE TRANSACTION COSTS OF BUYING AND SELLING OPTIONS CONSIST
                  PRIMARILY OF COMMISSIONS (WHICH ARE IMPOSED IN OPENING,
                  CLOSING, EXERCISE AND ASSIGNMENT TRANSACTIONS), BUT MAY ALSO
                  INCLUDE MARGIN AND INTEREST COSTS IN PARTICULAR TRANSACTIONS.
                  THE IMPACT OF TRANSACTION COSTS ON THE PROFITABILITY OF A
                  TRANSACTION MAY OFTEN BE GREATER FOR OPTIONS TRANSACTIONS THAN
                  FOR TRANSACTIONS IN THE UNDERLYING SECURITIES BECAUSE THESE
                  COSTS ARE OFTEN GREATER IN RELATION TO OPTIONS PREMIUMS THAN
                  IN RELATION TO THE PRICES OF UNDERLYING SECURITIES.
                  TRANSACTION COSTS MAY BE ESPECIALLY SIGNIFICANT IN OPTION
                  STRATEGIES CALLING FOR MULTIPLE PURCHASES AND SALES OF
                  OPTIONS, SUCH AS SPREADS OR STRADDLES. TRANSACTION COSTS MAY
                  BE DIFFERENT FOR TRANSACTIONS EFFECTED IN FOREIGN MARKETS THAN
                  FOR TRANSACTIONS EFFECTED IN U.S. MARKETS.

Additionally, in this Pre-Effective Amendment No. 2, the Fund has add the
following disclosure under "Investment Strategy" in the Prospectus:

                TRANSACTION COSTS ASSOCIATED WITH THE FUND'S OPTIONS STRATEGY
                WILL VARY DEPENDING ON MARKET CIRCUMSTANCES AND OTHER FACTORS.
                ALTHOUGH IT IS NOT POSSIBLE TO ACCURATELY PREDICT SUCH COSTS
                BECAUSE OF THIS VARIABILITY, THE ADVISER ESTIMATES THAT SUCH
                COSTS ON AN ANNUALIZED BASIS MAY RANGE FROM BETWEEN 0.20% AND
                0.30% ASSUMING THE SAME OFFERING SIZE ASSUMED FOR PURPOSES OF
                PRESENTING THE INFORMATION SET FORTH UNDER "SUMMARY OF FUND
                EXPENSES." THERE CAN BE NO CERTAINTY THAT UPON CHANGING MARKET
                CONDITIONS SUCH COSTS WILL FALL WITHIN THIS RANGE.

         COMMENT 25: Please advise us supplementally whether the "conceptual
example" of a covered call transaction contained in the disclosure is an
accurate representation of an actual transaction. Please provide us
supplementally with a similar example for each type of market condition
mentioned in the "Investment Strategy" section. Also, please explain how
premiums on options vary with market conditions.
<PAGE>
Page 10 of 16


         RESPONSE: The sentence immediately preceding the example clearly states
as follows that the example provided is not based on an actual transaction: "THE
EXAMPLE IS NOT MEANT TO REPRESENT THE PERFORMANCE OF ANY ACTUAL COMMON STOCK
OPTION CONTRACT OR THE FUND ITSELF." Although not based upon an actual
transaction, Eaton Vance confirms that the example accurately represents the
consequences of what would happen in these scenarios assuming the values and
price movements used in the example.

         In response to the staff's comment, the Fund revised the example in
Pre-Effective Amendment No. 1 to clarify how such a transaction might work in
four different market scenarios. The revised disclosure is as set forth below:

                  THE RETURN OVER THE PERIOD UNTIL OPTION EXPIRATION EARNED BY A
                  HOLDER OF ABC STOCK WHO WRITES ABC JANUARY 40 CALL OPTIONS AND
                  MAINTAINS THE POSITION UNTIL EXPIRATION WILL BE AS FOLLOWS:
                  (1) IF THE STOCK PRICE DECLINES 5%, THE OPTION WILL EXPIRE
                  WORTHLESS AND THE HOLDER WILL HAVE A NET RETURN OF ZERO
                  (OPTION PREMIUM OFFSETS LOSS IN STOCK); (2) IF THE STOCK PRICE
                  IS FLAT, THE OPTION WILL AGAIN EXPIRE WORTHLESS AND THE HOLDER
                  WILL HAVE A NET RETURN OF 5% (OPTION PREMIUM PLUS NO GAIN OR
                  LOSS ON STOCK); (3) IF THE STOCK PRICE RISES 10% (TO THE $40
                  STRIKE PRICE), THE OPTION WILL AGAIN EXPIRE WITH NO VALUE AND
                  THE HOLDER WILL HAVE A NET RETURN OF 15% (OPTION PREMIUM PLUS
                  10% STOCK RETURN); AND (4) IF THE STOCK RISES 20%, THE
                  EXERCISE OF THE OPTION WOULD LIMIT STOCK GAIN TO 10% AND TOTAL
                  NET RETURN TO 15%. IF THE STOCK PRICE AT EXERCISE EXCEEDS THE
                  STRIKE PRICE, RETURNS FROM THE POSITION ARE CAPPED AT 15%.

                  AS DEMONSTRATED IN THE EXAMPLE, WRITING COVERED CALL OPTIONS
                  ON COMMON STOCKS LOWERS THE VARIABILITY OF POTENTIAL RETURNS
                  AND CAN ENHANCE RETURNS IN THREE OF FOUR STOCK PRICE
                  PERFORMANCE SCENARIOS (DOWN, FLAT OR MODERATELY UP). ONLY WHEN
                  THE STOCK PRICE AT EXPIRATION EXCEEDS THE SUM OF THE PREMIUM
                  RECEIVED AND THE OPTION EXERCISE PRICE WOULD THE
                  STOCK-PLUS-COVERED CALL STRATEGY BE EXPECTED TO PROVIDE LOWER
                  RETURNS THAN THE UNDERLYING STOCK. THE AMOUNT OF DOWNSIDE
                  PROTECTION AFFORDED BY THE STRATEGY IN DECLINING STOCK MARKET
                  SCENARIOS IS LIMITED, HOWEVER, TO THE AMOUNT OF THE OPTION
                  PREMIUM RECEIVED. IF THE STOCK PRICE DECLINES IN AN AMOUNT
                  GREATER THAN THE OPTION PREMIUM, THE FUND WILL INCUR A NET
                  LOSS.

TEMPORARY INVESTMENTS

         COMMENT 26: Please clarify that, under unusual market circumstances,
the Fund may invest temporarily in cash or cash equivalents, which is
inconsistent with the Fund's investment objective. Also, will there be any
expenses or additional risks involved in terminating options on the
<PAGE>
Page 11 of 16


Fund's portfolio stocks when the Fund temporarily invests in cash? If so, please
disclose such expenses and risks in this section.

         RESPONSE: The following disclosure was added to Pre-Effective Amendment
No. 1 and the Fund believes this fully responds to the staff's comments: "DURING
UNUSUAL MARKET CIRCUMSTANCES, THE FUND MAY TEMPORALLY INVEST A SUBSTANTIAL
PORTION OF ITS ASSETS IN CASH OR CASH EQUIVALENTS, WHICH MAY BE INCONSISTENT
WITH THE FUND'S INVESTMENT OBJECTIVES."

         In addition, the Fund intends to add the following statement
immediately after the foregoing disclosure in Pre-Effective Amendment No. 2: "IN
MOVING TO A SUBSTANTIAL TEMPORARY INVESTMENTS POSITION AND IN TRANSITIONING FROM
SUCH A POSITION BACK INTO FULL CONFORMITY WITH THE FUND'S NORMAL INVESTMENT
OBJECTIVES AND POLICIES, THE FUND MAY INCUR TRANSACTION COSTS THAT WOULD NOT BE
INCURRED IF THE FUND HAD REMAINED FULLY INVESTED IN ACCORDANCE WITH SUCH NORMAL
POLICIES. THE TRANSITION TO AND BACK FROM A SUBSTANTIAL TEMPORARY INVESTMENTS
POSITION MAY ALSO RESULT IN THE FUND HAVING TO SELL COMMON STOCKS AND/OR CLOSE
OUT OPTIONS POSITIONS AND THEN LATTER PURCHASE COMMON STOCKS AND OPEN NEW
OPTIONS POSITIONS IN CIRCUMSTANCES THAT MIGHT NOT OTHERWISE BE OPTIMAL."

ILLIQUID SECURITIES

         COMMENT 27: Please disclose the likely percentage range of the Fund's
investments in illiquid securities.

         RESPONSE: The Fund directs the staff's attention to page 20 of the
prospectus under "Illiquid securities," the first sentences reads as follows:
"THE FUND MAY INVEST UP TO 15% OF ITS TOTAL ASSETS IN SECURITIES FOR WHICH THERE
IS NO READILY AVAILABLE TRADING MARKET OR ARE OTHERWISE ILLIQUID." The Fund
believes that this statement adequately addresses the staff's comment. The Fund
does not believe it is in a position to accurately predict what more precise
amount may be invested in illiquid securities at any particular point in time
and is not aware of any requirement under Form N-2 or applicable staff guidance
to provide such a precise estimate in addition to a maximum limit on such
investments.

         COMMENT 28: The disclosure indicates the Board believes the Fund's
closed-end structure is "desirable," yet Fund may invest up to 15% in illiquid
securities and does not intend to leverage. Supplementally advise us why the
Fund, which will seemingly invest almost all of its assets in liquid securities,
options on the liquid securities, and derivatives, is a closed-end fund, rather
than a less expensive open-end fund. How will investors in the Fund benefit from
the closed-end structure if the Fund will not invest a significant amount in
illiquid securities and has no intention to leverage?

         RESPONSE: The primary reason why investors will benefit from a
closed-end structure relates to the nature of the Fund's investment strategy.
Eaton Vance believes that unpredictable significant cash flows resulting from
ongoing purchases and redemptions that often characterize open-end funds would
make effectively implementing the Fund's option writing strategy more difficult.
Although a covered call options strategy could be implemented in an open-end
format, it can more effectively be implemented with a stable and certain asset
base on which to predicate call writing activity.
<PAGE>
Page 12 of 16


         SECURITIES LENDING

         COMMENT 29: Please clarify that the Fund may not lend securities on
which it has sold options.

         RESPONSE: In response to the staff's comment, in Pre-Effective
Amendment No. 1 the Fund added the following as the last sentence under
"Securities lending:" "THE FUND WILL NOT LEND PORTFOLIO SECURITIES SUBJECT TO A
WRITTEN CALL CONTRACT."

PORTFOLIO TURNOVER

         COMMENT 30: The disclosure in this section indicates the Fund's
portfolio turnover rate will be less than 100% in "normal" market conditions.
Please clarify the meaning of "normal" in this context. Also, please disclose
the conditions under which the Fund's anticipated rate of portfolio turnover may
exceed 100%.

         RESPONSE: In response to the staff's comment, in Pre-Effective
Amendment No. 1 the Fund revised the portion of "Portfolio turnover" section
relating to the Fund's expected turnover rate (beginning with the fourth
sentence in this section) as follows and believes that the revised disclosure
fully responds to the staff's comment:

                  Although the Fund cannot accurately predict its portfolio
                  turnover rate, under normal market conditions it expects to
                  maintain relatively low core turnover of its stock portfolio,
                  not considering purchases and sales of stock and options in
                  connection with the Fund's options program. On an overall
                  basis, the Fund's annual turnover rate may exceed 100%. A high
                  turnover rate (100% or more) necessarily involves greater
                  trading costs to the Fund and may result in greater
                  realization of capital gains.

THE ADVISER

         COMMENT 31: Disclosure in the second paragraph of this section
indicates the Fund has agreed to pay the Adviser a percentage of average daily
gross assets of the Fund. Please advise us supplementally how "gross assets"
differs from "total managed assets." Also, since the fee table requires advisory
fees to be shown as a percentage of net assets, please advise us supplementally
why the term "gross assets" is used in this disclosure.

         RESPONSE: As stated in response to Comment 5 above, in Pre-Effective
Amendment No. 1, the Fund eliminated all references to the term "total managed
assets." The Fund confirms that the fee table properly reflects the amount of
the Advisory Fee as a percentage of net assets. So long, as is currently
expected, the Fund does not utilize investment leverage, the "gross assets" of
the Fund as described in detail in this section will be the same as the net
assets of the Fund as reflected in the fee table and as generally defined and
understood. Gross Assets would only differ from net assets if investment
leverage is utilized and the obligations relating to this leverage would
constitute liabilities of the Fund normally includable in the calculation of net
assets. As clearly described in this section, "gross assets" excludes the
<PAGE>
Page 13 of 16


subtraction of such liabilities thereby clarifying that the Fund is taking a fee
on an asset based that includes assets obtained through leverage. This is
standard practice with closed-end fund's utilizing investment leverage. The fee
table requirement for funds utilizing leverage of showing the effective fee rate
borne by common shareholders is clearly predicated on an understanding by the
SEC and the staff of this practice. Although the Fund has no current intention
to leverage, it believes it is appropriate to maintain this same contractual
provision in the event of possible future leverage not currently contemplated.
We note that this section directly addresses the fee gross-up effect to common
shareholders that would occur in such event in the final sentence of this
paragraph stating the following: "DURING ANY FUTURE PERIODS IN WHICH THE FUND IS
USING LEVERAGE, THE FEES PAID TO EATON VANCE FOR INVESTMENT ADVISORY SERVICES
WILL BE HIGHER THAN IF THE FUND DID NOT USE LEVERAGE BECAUSE THE FEES PAID WILL
BE CALCULATED ON THE BASIS OF THE FUND'S GROSS ASSETS, INCLUDING PROCEEDS FROM
ANY BORROWINGS AND FROM THE ISSUANCE OF PREFERRED SHARES."

         In addition to repeating this identical sentence, the "Financial
leverage" section in the risks sections in both the summary and the body of the
prospectus ends with the following statement: "IN THIS REGARD, HOLDERS OF
PREFERRED SHARES DO NOT BEAR THE INVESTMENT ADVISORY FEE. RATHER, COMMON
SHAREHOLDERS BEAR THE PORTION OF THE INVESTMENT ADVISORY FEE ATTRIBUTABLE TO THE
ASSETS PURCHASED WITH THE PROCEEDS OF THE PREFERRED SHARES OFFERING.

         COMMENT 32: Please disclose whether the Administration Agreement
between Eaton Vance and the Fund provides for payment of compensation to Eaton
Vance by the Fund.

         RESPONSE: The Administration Agreement does not provide for
compensation to be paid to Eaton Vance for the provision of services under the
agreement. The Fund directs the staff's attention to the first sentence under
"The Administrator" in the "Management of the Fund" section which states the
following: "EATON VANCE SERVES AS ADMINISTRATOR OF THE FUND, BUT CURRENTLY
RECEIVES NO COMPENSATION FOR PROVIDING ADMINISTRATIVE SERVICES TO THE FUND."

UNDERWRITING

         COMMENT 33: 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 previously, the Fund has no current intention to
use leverage. Since the Fund does not expect to leverage at all it is not
possible to project percentage amounts that would be paid to underwriters if
leverage were utilized. 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 fully comply with NASD rules and limitations.

         COMMENT 34: Did the Fund's Board consider the fee arrangement between
the Adviser and qualifying underwriters when approving the Advisory Agreement?
Please indicate what services are provided pursuant to the agreement. Clarify
whether the services are for distribution and therefore subject to the NASD
sales load cap. Please file the agreement as an exhibit to the registration
statement.
<PAGE>
Page 14 of 16


         RESPONSE: The Fund confirms that its Board did consider the fee
arrangement between Eaton Vance Management, as the adviser, and the qualifying
underwriters in approving the Advisory Agreement.

      As described in detail in the final two paragraphs of the "Underwriting"
section of the prospectus the Additional Compensation Agreement provides that
underwriters that meet certain sales targets will receive additional payments
from Eaton Vance for achieving these targets. As such, this arrangement is
distribution related. Qualifying underwriters do not provide any
non-distribution related services under the terms of the Additional Compensation
Agreement. This disclosure when finalized will contain statements of the total
percentages and limits on such compensation. It is not possible to fully
calculate and include this information in advance of pricing since the number
and names of qualifying underwriters will not be known until that time. The Fund
confirms, consistent with the above cited disclosures, that the compensation
provided pursuant to the Additional Compensation Agreement (and the Shareholder
Services Agreement) are subject to the NASD's sales load cap and in that respect
will not exceed such cap imposed.

         The Additional Compensation Agreement was filed as Exhibit (k)(5) in
Pre-Effective Amendment No. 1.

         COMMENT 35: Please advise whether the NASD has reviewed and approved
the terms of the underwriting agreement.

         RESPONSE: The Fund has confirmed that the NASD has reviewed the terms
of the underwriting agreement and will provide final approval of such agreement
prior to effectiveness of the Registration Statement.

         ORAL COMMENT 36: Please clarify the Fund's intentions in regards to the
following sentence under "Investment Strategy": "If the stock price increases,
the Fund will normally look to buy back the call options written and to sell new
call options at higher exercise prices on a greater number of shares."

         RESPONSE: The Fund has amended the disclosure in this Pre-Effective
Amendment No. 2 under "Investment Strategy" as follows:

                IF THE STOCK PRICE INCREASES, THE FUND WILL NORMALLY LOOK TO BUY
                BACK THE CALL OPTIONS WRITTEN AND TO SELL NEW CALL OPTIONS AT
                HIGHER EXERCISE PRICES (UP TO THE TARGET PRICE DETERMINED BY THE
                ADVISER) ON A GREATER NUMBER OF SHARES. WHEN A STOCK'S PRICE
                MOVES TO OR ABOVE ITS TARGET PRICE, THE ADVISER WILL EVALUATE
                THE STOCK AND OPTION-WRITING PROGRAM AND DETERMINE WHETHER TO
                RAISE ITS TARGET PRICE AND CONTINUE TO HOLD THE STOCK AND WRITE
                COVERED CALL OPTIONS OR, ALTERNATIVELY, WHETHER TO DELIVER THE
                STOCK IN SETTLEMENT OF THE OPTION POSITION OR OTHERWISE EXIT THE
                POSITION BY BUYING BACK THE OPTIONS WRITTEN AND SELLING THE
                STOCK.
<PAGE>
Page 15 of 16


STATEMENT OF ADDITIONAL INFORMATION

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

         COMMENT 36: 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
offering of 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.
<PAGE>
Page 16 of 16


         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 LLP
      Marc O. Stahl
           Kirkpatrick & Lockhart LLP
      Thomas Hale
           Skadden, Arps, Slate, Meagher & Flom LLP
      Joshua Ratner
           Skadden, Arps, Slate, Meagher & Flom LLP

</TEXT>
</DOCUMENT>
