SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

September 13, 2004

Clare E. Pagnano, Esq.
Kirkpatrick & Lockhart, L.L.P.
75 State Street
Boston, Massachusetts 02109

Re:	Eaton Vance Enhanced Equity Income Fund
	File Nos. 333-118180 and 811-21614

Dear Ms. Pagnano:

	We have reviewed the registration statement on Form N-2 for
the
Eaton Vance Enhanced Equity Income Fund ("Fund") filed with the
Commission on August 12, 2004.  We have the following comments.
Please note that comments we give in one section apply to other
sections in the filing that contain the same or similar
disclosure.

Prospectus

General

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.

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.

Cover

	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.

	Please confirm that Eaton Vance will not recoup offering and
organization cost reimbursements from the Fund.

	Please define the term "total managed assets."

Investment Objectives and Policies

	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.

	The disclosure indicates the Fund will invest in common
stocks
and "other equities."  Please disclose 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."

	Please disclose the median market capitalization of the
companies included in the Standard and Poor`s 500 Index.

	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 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.

	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.

	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.

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

Investment Strategy

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

Distributions

	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.

Sector Risk

	Please explain the difference between "industry" and
"sector."

Derivatives Risk

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

Summary of Fund Expenses

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

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

Example

	Please delete "net" from the term "total net annual
expenses."

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

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

Use of Proceeds

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

Call Options and Covered Call Writing

	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.

	Please quantify the transactional costs of the Fund`s option
trading activity.

	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.

Temporary Investments

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

Illiquid Securities

	Please disclose the likely percentage range of the Fund`s
investments in illiquid securities.

	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?

Securities Lending

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

Portfolio Turnover

	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%.

The Adviser

	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.

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

Underwriting

	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?

	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 for distribution and
therefore subject to the NASD sales load cap.  Please file the
agreement as an exhibit to the registration statement.

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

Statement of Additional Information

Approval of Investment Advisory Agreement
	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.

*    *    *    *    *    *

	Please respond to this letter in the form of a pre-effective
amendment filed under Rule 472 of the Securities Act.  Any
questions
you may have regarding the filing or this letter may be directed
to
me at 202.942.0686.

							Sincerely,

							Vincent J. Di Stefano
							Senior Counsel

??

??

??

??

Page 6 of 6

</TEXT>
</DOCUMENT>