SecProbe.io

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December 28, 2004

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

Re:	Eaton Vance Tax-Managed BuyWrite Income Fund
	File Nos. 333-120666 and 811-21676

Dear Ms. Pagnano:

	We have reviewed the registration statement on Form N-2 for
the
Eaton Vance Tax-Managed BuyWrite Income ("Fund") filed with the
Commission on November 22, 2004.  We have the following comments.

Prospectus

Cover

	Please confirm that Eaton Vance will not recoup from the Fund
any offering or organization cost reimbursements it makes to the
Fund.  Please include the reimbursement agreement as an exhibit to
the registration statement.

	Please disclose for whom an investment in the Fund would be
appropriate.

	Please disclose that the Fund will invest at least 80% of its
assets in equity securities of companies comprising the BuyWrite
Index.  Alternatively, explain supplementally how the Fund can
have a
policy of limiting its portfolio overlap with the S & P 500 to a
maximum of 70% and still comply with Rule 35d-1.  See Rule 35d-1
under the Investment Company Act of 1940.

	Please clarify the meaning of "any subset thereof" as used in
the paragraph discussing portfolio contents.  Also clarify whether
the terms "investment performance" and "total return performance"
have the same meaning.

	Please clarify the meaning of "the current level of the
index"
as the term is used in the disclosure pertaining to the Fund`s
option
selling strategy.

	Please confirm that the disclosure of the Fund`s lack of
trading
history and attendant risks, and all remaining disclosure required
by
Item 1.1.i. of Form N-2 will appear on the outside front cover
page
and will be prominent.  See Item 1.1.i. of Form N-2.

Summary

The Fund

	The disclosure states the Fund`s investment objective is
"current income and gains with the potential for capital
appreciation."  Why does the disclosure not simply say "current
income and capital appreciation"?  What are the "gains" referenced
in
the investment objective?

Investment Objectives and Policies

	Please summarize the criteria the Adviser and Sub-Adviser
will
use to select stocks for the Fund`s portfolio.

Investment Strategy

	Please explain how the Fund`s option strategy will moderate
the
volatility of the Fund`s returns.

	Please summarize the "straddle rules" referenced in this
section
of the disclosure.

	Will the Fund invest in small- and mid-cap securities?  If
so,
please disclose this strategy and its associated risks.

	Since the Fund may invest up to 20% of its total assets in
derivative instruments, please summarize the Fund`s derivatives
strategies in this section of the disclosure.  Also disclose that
the
fund will invest in derivatives for speculative purposes, and
disclose the associated risks.

	Please disclose the "long-term historical average of stock
market returns" referenced in the definition of "moderately rising
equity market conditions."

	Please advise us supplementally whether the disclosure
indicating the Fund`s "buy-write strategy" can provide "high
current
income" is accurate and also consistent with the Fund`s investment
objective.

Distributions

	Please disclose that there is no assurance that the
Securities
and Exchange Commission will grant the Fund`s application for an
order exempting it from Section 19(b) of the Investment Company
Act
and Rule 19b-1 thereunder.

Closed End Structure

	This paragraph is large.  To aid comprehension, please use
smaller, simpler paragraphs to disclose this information.  Also,
given the prevalence of exchange-traded funds, please include a
discussion of how they differ from closed-end funds.

Anti-Takeover Provisions

	Please clarify whether the Fund`s Agreement and Declaration
of
Trust contains any provisions relating to the voting of "control
shares."

Summary of Fund Expenses

	Change the fee table line item "Expenses borne by the Fund"
to
"Expenses borne by common shareholders."

	Please clarify that only "Other Expenses" are estimated;
management fees are not.

Investment Objectives, Policies and Risks

	Please include in the prospectus a discussion of the tax law
changes that enable the Fund to obtain tax-advantaged dividend
income, and discuss all attendant material risks, such as repeal,
modification, and re-interpretation of the tax laws.  Include an
explanation of the sunset provisions of the applicable law.
Please
summarize this discussion in the prospectus summary.

	The disclosure indicates the Fund will use a variety of
investment techniques.  Please include disclosure of the tax
effects
of using each technique.

	Please explain in plain English how dividend capture trading
enhances the level of tax-favored dividend income the Fund
receives.

	Please disclose the Fund`s expected portfolio turnover rate
in
this section.

	Please confirm that the Fund has no intention to use leverage
within the first 12 months after this registration statement
becomes
effective.

Temporary Investments

	Please clarify that, under unusual market circumstances, the
Fund may invest temporarily in cash or cash equivalents, which may
not be in furtherance of the Fund`s investment objective.

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 the 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 an 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?

Underwriting

	The disclosure indicates the Fund has agreed not to offer,
sell
or register any additional equity securities, other than common
shares, for 180 days after the date of the

 underwriting agreement without the prior written consent of the
Representatives.  Please advise us supplementally whether the
Fund`s
Board considered this to be in the shareholders` best interest
and,
if so, why.

	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 fee 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.

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

	Please insert a heading "Additional Compensation to
Underwriters" before the paragraph describing the additional
compensation agreement between Eaton Vance and certain qualifying
underwriters.  Also, please clarify that the additional
compensation
payable to the underwriters, together with all other compensation
payable to the underwriters, will not exceed the designated
percentage of the aggregate initial offering price of the Common
shares offered.  Finally, please include the additional
compensation
in the table on the front cover of the prospectus.

Statement of Additional Information

Investment Restrictions

	Please advise us supplementally of the difference between a
"group of industries" and a "large economic or market sector."

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.
Closing
      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
pre-effective amendments.  Please note that comments we give in
one
section apply to other sections in the filing that contain the
same
or similar disclosure.
      Please advise us if you have submitted or expect to submit
an
exemptive application or no-action request in connection with your
registration statement.
   	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 to this letter should be in the form of a pre-
effective amendment filed pursuant to Rule 472 under the
Securities
Act. Where no change will be made in the filing in response to a
comment, please indicate this fact in a supplemental letter and
briefly state the basis for your position.
      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the Fund and its management are in
possession of all facts relating to the Fund`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
	Notwithstanding our comments, in the event the Fund requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Fund from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the Fund may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Investment Management in connection with our review of
your filing or in response to our comments on your filing.
	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

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