UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 14A
                                 (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
              Securities Exchange Act of 1934 (Amendment No.      )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ]  Preliminary Proxy Statement
[ ]  Confidential, For Use of the Commission Only (as permitted by
     Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Section 240.14a-12
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                         Eaton Vance Senior Income Trust
                (Name of Registrant as Specified in Its Charter)

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    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.

(1)  Title of each class of securities to which transaction applies:

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(2)  Aggregate number of securities to which transaction applies:
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(3)  Per unit price or other underlying value of transaction  computed  pursuant
     to Exchange  Act Rule 0-11 (set forth the amount on which the filing fee is
     calculated and state how it was determined):
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(4)  Proposed maximum aggregate value of transaction:
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(5)  Total fee paid:
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[ ]  Fee paid previously with preliminary materials.
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[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

(1)  Amount previously paid:
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(2)  Form, Schedule or Registration Statement No.:
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(3)  Filing Party:
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(4)  Date Filed:
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                         EATON VANCE SENIOR INCOME TRUST
                            THE EATON VANCE BUILDING
                                255 STATE STREET
                           BOSTON, MASSACHUSETTS 02109


                                                                 August 27, 2004


Dear Shareholder:

     You are cordially  invited to attend the Annual Meeting of  Shareholders of
Eaton  Vance  Senior  Income  Trust  (the  "Fund"),  which  will  be held at the
principal  office  of the Fund,  The Eaton  Vance  Building,  255 State  Street,
Boston,  Massachusetts  02109, on Friday,  October 15, 2004 at 1:30 P.M. (Boston
time).

     At this meeting you will be asked to consider the election of Trustees. The
enclosed proxy statement contains additional information.

     We hope that you will be able to attend  the  meeting.  Whether  or not you
plan to attend and  regardless  of the number of shares you own, it is important
that  your  shares be  represented.  I urge you to  complete,  sign and date the
enclosed proxy card and return it in the enclosed  postage-paid envelope as soon
as possible to assure that your shares are represented at the meeting.

                                                Sincerely,

                                                /s/ James B. Hawkes

                                                James B. Hawkes
                                                President and Trustee


        YOUR VOTE IS IMPORTANT - PLEASE RETURN YOUR PROXY CARD PROMPTLY.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL  MEETING.  WHETHER
OR NOT YOU PLAN TO ATTEND IN PERSON,  YOU ARE  REQUESTED TO  COMPLETE,  SIGN AND
RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE.  YOU MAY WITHDRAW YOUR PROXY
IF YOU ATTEND THE ANNUAL MEETING AND DESIRE TO VOTE IN PERSON.

                         EATON VANCE SENIOR INCOME TRUST

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                       TO BE HELD FRIDAY, OCTOBER 15, 2004

     The Annual  Meeting of  Shareholders  of Eaton Vance Senior Income Trust, a
Massachusetts  business trust (the "Fund"), will be held at the principal office
of the Fund, The Eaton Vance Building, 255 State Street,  Boston,  Massachusetts
02109, on Friday, October 15, 2004 at 1:30 P.M. (Boston time), for the following
purposes:

     1.   To elect two Class III Trustees of the Fund.

     2.   To consider and act upon any other  matters  which may  properly  come
          before the meeting and any adjourned session thereof.

     The Board of Trustees has fixed the close of business on August 20, 2004 as
the record date for the  determination  of the shareholders of the Fund entitled
to notice of and to vote at the meeting and any adjournments thereof.

                                               By Order of the Board of Trustees

                                               /s/ Alan R. Dynner

                                               Alan R. Dynner
                                               Secretary

August 27, 2004
Boston, Massachusetts


                                    IMPORTANT

SHAREHOLDERS  CAN HELP THE BOARD OF TRUSTEES OF THE FUND AVOID THE NECESSITY AND
ADDITIONAL  EXPENSE TO THE FUND OF FURTHER  SOLICITATIONS  TO OBTAIN A QUORUM BY
PROMPTLY  RETURNING THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES AND IS INTENDED FOR YOUR CONVENIENCE.

                         EATON VANCE SENIOR INCOME TRUST
                            THE EATON VANCE BUILDING
                                255 STATE STREET
                           BOSTON, MASSACHUSETTS 02109


                                 PROXY STATEMENT

     A proxy is  enclosed  with the  foregoing  Notice of the Annual  Meeting of
Shareholders of Eaton Vance Senior Income Trust (the "Fund"), to be held October
15, 2004 for the benefit of shareholders  who do not expect to be present at the
meeting. This proxy is solicited on behalf of the Board of Trustees of the Fund,
and is revocable by the person  giving it prior to exercise by a signed  writing
filed with the Fund's  Secretary,  or by executing and  delivering a later dated
proxy,  or by attending the meeting and voting the shares in person.  Each proxy
will be voted in accordance with its  instructions;  if no instruction is given,
an executed proxy will authorize the persons named as attorneys, or any of them,
to vote in favor of the election of each Trustee.  This proxy  material is being
mailed to shareholders on or about August 27, 2004.

     The Board of Trustees  of the Fund has fixed the close of  business  August
20, 2004, as the record date for the determination of the shareholders  entitled
to  notice  of  and to  vote  at  the  meeting  and  any  adjournments  thereof.
Shareholders at the close of business on the record date will be entitled to one
vote for each share held. As of August 20, 2004,  there were  36,361,355  Common
Shares of beneficial  interest,  $.01 par value per share ("Common  Shares") and
4,400 Auction Preferred Shares, $.01 per value per share, liquidation preference
$25,000 per share  ("APS"),  of the Fund  outstanding.  As of such date,  to the
Fund's  knowledge,  (i) no  shareholder  beneficially  owned more than 5% of the
outstanding  shares;  and (ii) the Trustees and executive  officers of the Fund,
individually and as a group,  owned beneficially less than 1% of the outstanding
shares of the Fund.

     The Board of  Trustees  of the Fund  knows of no  business  other than that
mentioned  in Item 1 of the  Notice  of  Meeting  which  will be  presented  for
consideration.  If any other matters are properly presented, it is the intention
of the persons  named as attorneys in the enclosed  proxy to vote the proxies in
accordance with their judgment on such matters.

                        PROPOSAL 1. ELECTION OF TRUSTEES

     The Fund's  Declaration  of Trust  provides that a majority of the Trustees
shall fix the number of the entire  Board and that such number shall be at least
two and no greater than  fifteen.  The Board has  currently  fixed the number of
Trustees at six. The Fund's Declaration of Trust further provides that the Board
of Trustees shall be divided into three classes. The term of office of the Class
III  Trustees  expires on the date of the 2004 Annual  Meeting,  and the term of
office  of the  Class I and  Class II  Trustees  will  expire  one and two years
thereafter,  respectively.  Accordingly, only nominees for Class III Trustee are
currently  proposed for election.  Trustees chosen to succeed the Trustees whose
terms are expiring will be elected for a three-year term. An effect of staggered
terms is to limit the ability of  entities or persons to acquire  control of the
Fund.

     Proxies will be voted for the election of the  following  Class III Trustee
nominees:  William H. Park and Lynn A. Stout.  Each nominee is currently serving
as a Trustee and has  consented  to  continue  to so serve.  In the event that a
nominee is unable to serve for any reason (which is not now  expected)  when the
election occurs,  the accompanying  Proxy will be voted for such other person or
persons as the Board of Trustees may recommend.

                                       1

     The Class I Trustees  serving  until the 2005  Annual  Meeting are James B.
Hawkes and Ronald A.  Pearlman.  The Class II  Trustees  serving  until the 2006
Annual Meeting are Samuel L. Hayes, III and Norton H. Reamer.

     The nominees for Class III Trustee and the Fund's current Class I and Class
II Trustees and their principal occupations for at least the last five years are
as described below.




                                                                   TRUSTEES

                                                                                                      NUMBER OF
                                                                                                      PORTFOLIOS
                                           TERM OF                                                     IN FUND          OTHER
                            POSITION(S)   OFFICE AND                                                   COMPLEX      DIRECTORSHIPS
NAME, ADDRESS                HELD WITH    LENGTH OF           PRINCIPAL OCCUPATIONS                  OVERSEEN BY       HELD BY
AND AGE(1)                     FUND       TIME SERVED         DURING PAST FIVE YEARS                  TRUSTEE(2)       TRUSTEE
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
                                          CLASS III TRUSTEES NOMINATED FOR ELECTION
NONINTERESTED
TRUSTEES

WILLIAM H. PARK               Class III    Until 2004.        President and Chief Executive Officer,     194        None
DOB:  9/19/47                 Trustee      3 years.           Prizm Capital Management, LLC
                                           Trustee            (investment management firm) (since
                                           since 2003.        2002).  Executive Vice President and
                                                              Chief Financial Officer, United Asset
                                                              Management Corporation (a holding
                                                              company owning institutional
                                                              investment management firms)
                                                              (1982-2001).

LYNN A. STOUT                 Class III    Until 2004.        Professor of Law, University of            197       None
DOB:  9/14/57                 Trustee      3 years.           California at Los Angeles, School of
                                           Trustee            Law (since July 2001).  Formerly,
                                           since 1999.        Professor of Law, Georgetown
                                                              University Law Center.

                                                CLASS I AND CLASS II TRUSTEES
INTERESTED
TRUSTEE

JAMES B. HAWKES               President    Until 2005.        Chairman, President and Chief              197       Director of
DOB:  11/9/41                 and Class    3 years.           Executive Officer of Eaton Vance                     Eaton Vance
                              I Trustee    Trustee            Management, and its corporate parent                 Corp.
                                           since 1998.        and trustee (Eaton Vance Corp. and
                                                              Eaton Vance, Inc.); Vice President and
                                                              Director of Eaton Vance Distributors,
                                                              Inc.; Director of Eaton Vance, Inc.
NONINTERESTED
TRUSTEES

SAMUEL L. HAYES, III (A)      Class II     Until 2006.        Jacob H. Schiff Professor of               197       Director of
DOB:  2/23/35                 Trustee      3 years.           Investment Banking Emeritus, Harvard                 Tiffany & Co.
                                           Trustee            University Graduate School of Business               (specialty
                                           since 1998.        Administration.                                      retailer) and
                                                                                                                   Telect, Inc.
                                                                                                                   (telecommuni-
                                                                                                                   cation services
                                                                                                                   company)

RONALD A. PEARLMAN (A)        Class I      Until 2005.        Professor of Law, Georgetown               194       None
DOB:  7/10/40                 Trustee      3 years.           University Law Center (since 1999).
                                           Trustee            Formerly, Tax Partner, Covington &
                                           since 2003.        Burling, Washington, DC (1991-2000).

                                       2

                                                                                                      NUMBER OF
                                                                                                      PORTFOLIOS
                                           TERM OF                                                     IN FUND          OTHER
                            POSITION(S)   OFFICE AND                                                   COMPLEX      DIRECTORSHIPS
NAME, ADDRESS                HELD WITH    LENGTH OF           PRINCIPAL OCCUPATIONS                  OVERSEEN BY       HELD BY
AND AGE(1)                     FUND       TIME SERVED         DURING PAST FIVE YEARS                  TRUSTEE(2)       TRUSTEE
------------------------------------------------------------------------------------------------------------------------------------

NORTON H. REAMER              Class II     Until 2006.        President, Chief Executive Officer and     197        None
DOB:  9/21/35                 Trustee      3 years.           a Director of Asset Management Finance
                                           Trustee            Corp. (a specialty finance company
                                           since 1998.        serving the investment management
                                                              industry) (since October 2003).
                                                              President, Unicorn Corporation (an
                                                              investment and financial advisory
                                                              services company) (since September
                                                              2000).  Formerly, Chairman, Hellman,
                                                              Jordan Management Co., Inc. (an
                                                              investment management company)
                                                              (2000-2003).  Formerly, Advisory
                                                              Director of Berkshire Capital
                                                              Corporation (investment banking firm)
                                                              (2002-2003).  Formerly, Chairman of
                                                              the Board, United Asset Management
                                                              Corporation (a holding company owning
                                                              institutional investment management
                                                              firms) and Chairman, President and
                                                              Director, UAM Funds (mutual funds)
                                                              (1980-2000).

(1)  The business address of each Trustee is The Eaton Vance Building, 255 State Street, Boston, Massachusetts  02109.
(2)  Includes both master and feeder funds in master-feeder structure.
(A)  APS Trustee.


INTERESTED TRUSTEES

     James B. Hawkes is an  "interested  person"  (as defined in the  Investment
Company Act of 1940 (the "1940 Act")) by reason of his  affiliations  with Eaton
Vance Management ("EVM" or "Eaton Vance"),  the Fund's investment  adviser,  and
Eaton Vance Corp.  ("EVC"),  a publicly traded holding company which  indirectly
owns all the outstanding shares of EVM, and of EVM's trustee,  Eaton Vance, Inc.
("EV"),  which  is a  wholly-owned  subsidiary  of EVC.  (EVM,  EVC,  and  their
affiliates  are  sometimes   referred  to   collectively  as  the  "Eaton  Vance
Organization".)

ELECTION OF TRUSTEES BY APS AND COMMON SHARES

     Under the terms of the Fund's  By-Laws,  as amended  (the  "By-Laws"),  the
holders of the APS are entitled as a class,  to the  exclusion of the holders of
the Common  Shares,  to elect two Trustees of the Fund  (identified  by an "(A)"
after their names in the table above).  Simply stated, the APS Trustees are only
elected by the holders of the Fund's Auction Preferred Shares. Holders of Common
Shares do not vote on the  election of APS  Trustees.  No APS Trustees are to be
elected at this  meeting.  The By-Laws  further  provide for the election of the
nominees named above by the holders of the Common Shares and the APS,  voting as
a single class. Election of Trustees is non-cumulative. The Trustees of the Fund
shall be elected by a plurality of the shares of the Fund entitled to vote.

                                       3

     The following table shows the dollar range of shares  beneficially owned in
the Fund and in all Eaton Vance funds by each Trustee:

                                                AGGREGATE DOLLAR RANGE OF EQUITY
                          DOLLAR RANGE OF         SECURITIES IN ALL EATON VANCE
NAME OF TRUSTEE           FUND SHARES HELD          FUNDS OVERSEEN BY TRUSTEE
--------------------------------------------------------------------------------
INTERESTED TRUSTEE
James B. Hawkes             Over $100,000                 Over $100,000

NONINTERESTED TRUSTEES
Samuel L. Hayes, III            None                      Over $100,000*
William H. Park                 None                      Over $100,000*
Ronald A. Pearlman              None                      Over $100,000
Norton H. Reamer                None                      Over $100,000
Lynn A. Stout                   None                   $50,001 - $100,000*

*    Includes shares held in Trustee Deferred Compensation Plan.

BOARD MEETINGS AND COMMITTEES

     During the fiscal year ended June 30,  2004,  the  Trustees of the Fund met
ten times. The Board of Trustees has three formal standing committees,  an Audit
Committee,  a Special Committee and a Governance Committee.  The Audit Committee
met four  times,  the  Special  Committee  met  four  times  and the  Governance
Committee  met five times.  Each Trustee  attended at least 75% of the Board and
committee meetings on which he or she serves.

     The Audit,  Special and  Governance  Committees of the Board of Trustees of
the Fund are each comprised of Trustees who are not "interested persons" as that
term is defined  under the 1940 Act  ("Independent  Trustees").  The  respective
duties and  responsibilities  of these  Committees  remain under the  continuing
review of the Governance Committee and the Board.

     Messrs.  Reamer  (Chair),  Hayes,  Park and Ms.  Stout  serve on the  Audit
Committee of the Board of Trustees of the Fund. Each Audit  Committee  member is
independent  under the listing  standards  of the New York Stock  Exchange.  The
purposes of the Audit  Committee  are to (i) oversee the Fund's  accounting  and
financial  reporting  policies and  practices,  its internal  audit controls and
procedures,  the internal controls of certain service providers, as appropriate,
and the quality and integrity of the Fund's financial statements and independent
audit thereof;  (ii) approve the selection,  evaluation,  and, when appropriate,
replacement of the Fund's  independent  registered  public  accounting firm; and
(iii) evaluate the qualifications,  independence,  and performance of the Fund's
independent  registered public accounting firm. The Fund's Board of Trustees has
adopted a written charter for its Audit  Committee,  a copy of which is attached
as Exhibit A. The Audit Committee's  Report is set forth below under "Additional
Information".  The Board of Trustees of the Fund have designated  Messrs.  Park,
Hayes and Reamer as the Fund's Audit Committee financial experts.

     Messrs.  Hayes  (Chair),  Park,  Pearlman  and Reamer  serve on the Special
Committee  of the Board of  Trustees  of the Fund.  The  purposes of the Special
Committee  are to consider,  evaluate and make  recommendations  to the Board of
Trustees  concerning the following  matters:  (i) contractual  arrangements with
each service provider to the Fund,  including advisory,  sub-advisory,  transfer
agency,  custodial  and  fund  accounting,  distribution  services  (if any) and
administrative  services;  (ii) any and all  other  matters  in which any of the
Fund's  service  providers  (including  Eaton  Vance  or any  affiliated  entity
thereof) has an actual or potential  conflict of interest  with the interests of
the Fund or its shareholders;  and (iii) any other matter appropriate for review
by the Independent Trustees, unless the matter is within the responsibilities of
the Audit Committee or the Governance Committee of the Fund.

     In February  2004,  the Special  Committee  established  a Contract  Review
Subcommittee  to act  on  matters  delegated  to it by  the  Special  Committee,
including matters relating to the Fund's investment advisory agreement and other
service  contracts,  expense  allocation,  the Fund's  directors'  and officers'
errors and omissions  insurance  coverage,  and actual or potential conflicts of

                                       4

interest between Eaton Vance and its affiliated companies,  on the one hand, and
the Fund on the other hand.  The Contract  Review  Subcommittee  is comprised of
Messrs.  Hayes (Chair),  Park,  Pearlman and Reamer and has met six times during
the fiscal year ended June 30, 2004. On August 16, 2004,  the Special  Committee
approved a revised  Special  Committee  Charter  which  eliminated  the Contract
Review  Subcommittee,  because  it was  determined  that its  function  could be
carried out by the full Special Committee.

     Ms. Stout (Chair) and Messrs. Hayes, Park, Pearlman and Reamer serve on the
Governance  Committee  of the Board of Trustees of the Fund.  The purpose of the
Governance  Committee is to consider,  evaluate and make  recommendations to the
Board of Trustees with respect to the structure, membership and operation of the
Board of Trustees and the  Committees  thereof,  including  the  nomination  and
selection of Independent Trustees and the compensation of Independent  Trustees.
The Fund's  Board of Trustees has adopted a written  charter for its  Governance
Committee,  a copy of which is attached as Exhibit B. The Governance Committee's
procedures  for  identifying  and  evaluating  candidates  for the  position  of
Independent Trustee,  including the procedures to be followed by shareholders of
the  Fund  wishing  to  recommend  such  candidates  for  consideration  by  the
Governance Committee, are set forth in Appendix A to the Committee's charter.

COMMUNICATIONS WITH THE BOARD

     Shareholders  wishing to communicate  with the Board may do so by sending a
written  communication  to any  Chairperson  of  the  Audit  Committee,  Special
Committee or Governance  Committee or to the Independent Trustees as a group, at
the following  address:  The Eaton Vance  Building,  255 State  Street,  Boston,
Massachusetts 02109, c/o the Secretary of the Fund.

REMUNERATION OF TRUSTEES

     The fees and expenses of those  Trustees of the Fund who are not members of
the Eaton Vance Organization will be paid by the Fund. For the fiscal year ended
June 30, 2004,  the Trustees of the Fund earned the  following  compensation  in
their  capacities as Trustees of the Fund,  and for the year ended  December 31,
2003 earned the following  compensation  in their  capacities as Trustees of the
funds  in  the  Eaton  Vance  fund  complex(1):

                                                           TOTAL
                                 AGGREGATE              COMPENSATION
                                COMPENSATION             FROM FUND
NAME OF TRUSTEE                  FROM FUND            AND FUND COMPLEX
---------------                  ---------            ----------------
Samuel L. Hayes, III              $ 3,076                $ 183,750
William H. Park                     2,763                   98,333(2)
Ronald A. Pearlman                  2,770                   85,000
Norton H. Reamer                    2,904                  170,833
Lynn A. Stout                       2,892                  167,500(3)

(1)  As of August 1,  2004,  the  Eaton  Vance  fund  complex  consisted  of 197
     registered investment companies or series thereof.
(2)  Includes $60,920 of deferred compensation.
(3)  Includes $23,250 of deferred compensation.

     Trustees of the Fund who are not  affiliated  with Eaton Vance may elect to
defer receipt of all or a percentage of their annual fees in accordance with the
terms of a Trustees Deferred Compensation Plan (the "Trustees' Plan"). Under the
Trustees' Plan, an eligible Trustee may elect to have his deferred fees invested
by the Fund in the shares of one or more funds in the Eaton Vance fund  complex,
and the amount paid to the Trustees  under the Trustees' Plan will be determined
based upon the  performance of such  investments.  Deferral of Trustees' fees in
accordance  with the Trustees' Plan will have a negligible  effect on the Fund's
assets, liabilities, and net income per share, and will not obligate the Fund to
retain the  services of any trustee or obligate  the Fund to pay any  particular
level of compensation  to the Trustee.  The Fund does not have a retirement plan
for its Trustees.

     THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF
THE TWO CLASS III NOMINEES.

                                       5

                       NOTICE TO BANKS AND BROKER/DEALERS

     The Fund has previously solicited all Nominee and Broker/Dealer accounts as
to the  number of  additional  proxy  statements  required  to supply  owners of
shares.  Should  additional  proxy material be required for  beneficial  owners,
please forward such requests to PFPC Inc.,  Attention:  Ms. Maura Stanley,  P.O.
Box 43027, Providence, RI 02940-3027.

                             ADDITIONAL INFORMATION

AUDIT COMMITTEE REPORT

     The Audit Committee reviewed and discussed the audited financial statements
with Fund  management.  The Audit  Committee also discussed with the independent
registered public accounting firm the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards). The Audit Committee received
the written  disclosures and the letter from the independent  registered  public
accounting  firm  required  by  Independence  Standards  Board  Standard  No.  1
(Independence  Standards  Board Standard No. 1,  Independence  Discussions  with
Audit  Committees),   and  discussed  with  the  independent  registered  public
accounting firm their independence.

     Based on the review and discussions  referred to above, the Audit Committee
recommended  to the Board of Trustees that the audited  financial  statements be
included in the Fund's annual report to  shareholders  for the fiscal year ended
June 30, 2004 for filing with the Securities and Exchange Commission.

                                                Norton H. Reamer, Chair
                                                Samuel L. Hayes, III
                                                William H. Park
                                                Lynn A. Stout

AUDITORS, AUDIT FEES AND ALL OTHER FEES. Deloitte & Touche LLP ("Deloitte"), 200
Berkeley Street,  Boston,  Massachusetts 02116, serves as independent registered
public  accounting  firm of the Fund.  Deloitte is expected to be present at the
Annual  Meeting,  but if not, a  representative  will be  available by telephone
should the need for consultation  arise.  Representatives  of Deloitte will have
the  opportunity  to  make a  statement  if  they  desire  to do so and  will be
available to respond to appropriate questions.

     The following table presents the aggregate fees billed to the Fund for each
of the two fiscal years ended June 30, 2004 by the Fund's  principal  accountant
for professional  services rendered for the audit of the Fund's annual financial
statements  and  fees  billed  for  other  services  rendered  by the  principal
accountant during these periods.

FISCAL YEAR ENDED                   6/30/03        6/30/04
------------------------------------------------------------

Audit Fees                         $ 84,666       $ 87,179
Audit-Related Fees(1)                31,930         21,218
Tax Fees(2)                           6,000          6,100
All Other Fees(3)                         -              -
                                   -----------------------
Total                              $122,596       $114,497
                                   =======================

(1)  Audit-related  fees consist of the aggregate  fees billed for assurance and
     related  services that are  reasonably  related to the  performance  of the
     audit of the Fund's  financial  statements  and are not reported  under the
     category of audit fees and specifically include fees for the performance of
     certain agreed-upon procedures relating to the Fund's APS.

                                       6

(2)  Tax fees consist of the  aggregate  fees billed for  professional  services
     rendered  by the  principal  accountant  relating  to tax  compliance,  tax
     advice,  and tax  planning  and  specifically  include  fees for tax return
     preparation.

(3)  All other fees  consist of the  aggregate  fees  billed  for  products  and
     services  provided  by the Fund's  principal  accountant  other than audit,
     audit-related, and tax services.

     No services  described in the table above were approved by the Fund's Audit
Committee   pursuant   to  the  "de  minimis   exception"   set  forth  in  Rule
2-01(c)(7)(i)(C) of Regulation S-X.

     The Fund's Audit Committee has adopted policies and procedures  relating to
the pre-approval of services  provided by the Fund's  principal  accountant (the
"Pre-Approval  Policies").  The  Pre-Approval  Policies  establish  a  framework
intended  to  assist  the  Audit  Committee  in  the  proper  discharge  of  its
pre-approval  responsibilities.  As a general matter, the Pre-Approval  Policies
(i) specify  certain  types of audit,  audit-related,  tax,  and other  services
determined  to be  pre-approved  by the  Audit  Committee;  and  (ii)  delineate
specific  procedures  governing  the  mechanics  of  the  pre-approval  process,
including  the approval and  monitoring  of audit and  non-audit  service  fees.
Unless a service is specifically  pre-approved under the Pre-Approval  Policies,
it must be separately  pre-approved  by the Audit  Committee.  The  Pre-Approval
Policies and the types of audit and non-audit services pre-approved therein must
be reviewed and ratified by the Fund's Audit  Committee at least  annually.  The
Fund's  Audit  Committee  maintains  full  responsibility  for the  appointment,
compensation, and oversight of the work of the Fund's principal accountant.

     The following table presents (i) the aggregate  non-audit fees (i.e.,  fees
for  audit-related,  tax, and other  services)  billed to the Fund by the Fund's
principal  accountant  for the Fund's two fiscal years ended June 30, 2004;  and
(ii) the aggregate non-audit fees (i.e., fees for audit-related,  tax, and other
services)  billed  to the  Eaton  Vance  Organization  by the  Fund's  principal
accountant for the two fiscal years ended June 30, 2004.

FISCAL YEAR ENDED       6/30/03         6/30/04
-------------------------------------------------
Fund                    $ 37,930        $ 27,318
Eaton Vance(1)          $402,045        $299,384

(1)  The  Fund's  investment  adviser,  as  well as any of its  affiliates  that
     provide ongoing services to the Fund, are subsidiaries of Eaton Vance Corp.
     None of the non-audit fees listed above as billed to Eaton Vance Corp. were
     for services  requiring  pre-approval  pursuant to Rule  2-01(c)(7)(ii)  of
     Regulation S-X.

     The Fund's Audit  Committee  has  considered  whether the  provision by the
Fund's  principal  accountant  of  non-audit  services to the Fund's  investment
adviser,  as well as any of its affiliates that provide ongoing  services to the
Fund, that were not pre-approved  pursuant to Rule  2-01(c)(7)(ii) of Regulation
S-X is compatible with maintaining the principal accountant's independence.

OFFICERS OF THE FUND

     The  officers of the Fund and their  length of service are set forth below.
The  officers  of the Fund hold  indefinite  terms of  office.  Because of their
positions with Eaton Vance and their ownership of Eaton Vance Corp.  stock,  the
officers of the Fund will benefit from the advisory and administration fees paid
by the Fund to Eaton  Vance.  As of the record  date,  the  officers of the Fund
owned 21,019 shares of the Fund.

                                       7



                                               TERM OF OFFICE
                               POSITION(S)     AND LENGTH OF                        PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE(1)     HELD WITH FUND     TIME SERVED                       DURING PAST FIVE YEARS(2)
------------------------------------------------------------------------------------------------------------------------------------
                                                          
ALAN R. DYNNER               Secretary           Since 1998        Vice President, Secretary and Chief Legal Officer of BMR,
DOB:  10/10/40                                                     Eaton Vance, EVD and EVC.  Officer of 197 registered
                                                                   investment companies managed by Eaton Vance or BMR.

JAMES L. O'CONNOR            Treasurer           Since 1998        Vice President of BMR, Eaton Vance and EVD.  Officer of 118
DOB:  4/1/45                                                       registered investment companies managed by Eaton Vance or BMR.

SCOTT H. PAGE                Vice President      Since 1998        Vice President of Eaton Vance and BMR.  Officer of 14
DOB:  11/30/59                                                     registered investment companies managed by Eaton Vance or BMR.

JOHN P. REDDING              Vice President      Since 2001        Vice President of Eaton Vance and BMR.  Officer of 1
DOB:  3/21/63                                                      registered investment company managed by Eaton Vance or BMR.

PAYSON F. SWAFFIELD          Vice President      Since 1998        Vice President of Eaton Vance and BMR.  Officer of 14
DOB:  8/13/56                                                      registered  investment companies managed by Eaton Vance or BMR.

MICHAEL W. WEILHEIMER        Vice President      Since 1998        Vice President of Eaton Vance and BMR.  Officer of 11
DOB:  2/11/61                                                      registered investment companies managed by Eaton Vance or BMR.

(1)  The business address of each officer is The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109.
(2)  Includes both master and feeder funds in master-feeder structure.


INVESTMENT ADVISER AND ADMINISTRATOR

     Eaton  Vance  Management  with its  principal  office  at The  Eaton  Vance
Building,  255  State  Street,  Boston,   Massachusetts  02109,  serves  as  the
investment adviser and administrator to the Fund.

PROXY SOLICITATION AND TABULATION

     The expense of  preparing,  printing and mailing this Proxy  Statement  and
enclosures  and the  costs of  soliciting  proxies  on  behalf  of the  Board of
Trustees of the Fund will be borne by the Fund.  Proxies  will be  solicited  by
mail and may be  solicited in person or by telephone or facsimile by officers of
the Fund, by personnel of its administrator, Eaton Vance, by the transfer agent,
PFPC  Inc.,  or  by  broker-dealer   firms.  The  expenses  connected  with  the
solicitation  of these  proxies  and  with  any  further  proxies  which  may be
solicited  by the Fund's  officers,  by Eaton Vance  personnel,  by the transfer
agent,  PFPC Inc., or by broker-dealer  firms, in person,  or by telephone or by
facsimile  will be borne by the Fund.  A written  proxy may be  delivered to the
Fund or its transfer  agent prior to the meeting by facsimile  machine,  graphic
communication  equipment  or  similar  electronic  transmission.  The Fund  will
reimburse  banks,   broker-dealer   firms,  and  other  persons  holding  shares
registered in their names or in the names of their nominees,  for their expenses
incurred in sending proxy material to and obtaining  proxies from the beneficial
owners  of  such  shares.   Total   estimated  proxy   solicitation   costs  are
approximately $63,000.

     All proxy  cards  solicited  by the  Board of  Trustees  that are  properly
executed and received by the Secretary  prior to the meeting,  and which are not
revoked,  will be voted at the meeting.  Shares represented by such proxies will
be voted in accordance with the  instructions  thereon.  If no  specification is
made on the proxy  card with  respect  to  Proposal  1, it will be voted for the
matters  specified  on the proxy  card.  All shares  that are voted and votes to
ABSTAIN will be counted towards establishing a quorum, as will broker non-votes.
(Broker  non-votes are shares for which (i) the  beneficial  owner has not voted
and (ii) the broker holding the shares does not have discretionary  authority to
vote on the particular  matter.)  Accordingly,  abstentions and broker non-votes
will  assist  the Fund in  obtaining  a quorum  but will  have no  effect on the
outcome of Proposal 1.

                                       8

     In the event that sufficient votes by the shareholders of the Fund in favor
of any  Proposal  set forth in the Notice of this  meeting  are not  received by
October 15, 2004,  the persons  named as  attorneys  in the  enclosed  proxy may
propose one or more  adjournments of the meeting to permit further  solicitation
of  proxies.  A  shareholder  vote may be taken on the  Proposal  in this  Proxy
Statement prior to such  adjournment if sufficient  votes have been received and
it is otherwise  appropriate.  Any such adjournment will require the affirmative
vote of the holders of a majority of the shares present in person or by proxy at
the session of the meeting to be  adjourned.  The persons  named as attorneys in
the enclosed  proxy will vote in favor of such  adjournment  those proxies which
they  are  entitled  to  vote  in  favor  of  the  Proposal  for  which  further
solicitation  of  proxies  is to be  made.  They  will  vote  against  any  such
adjournment those proxies required to be voted against such Proposal.  The costs
of any such additional  solicitation and of any adjourned  session will be borne
by the Fund.

     THE FUND WILL  FURNISH,  WITHOUT  CHARGE A COPY OF THE FUND'S  MOST  RECENT
ANNUAL  OR  SEMIANNUAL  REPORT TO ANY  SHAREHOLDER  UPON  REQUEST.  SHAREHOLDERS
DESIRING TO OBTAIN A COPY OF SUCH REPORT SHOULD WRITE TO THE FUND C/O PFPC INC.,
ATTN:  MS. MAURA STANLEY,  P.O. BOX 43027,  PROVIDENCE,  RI 02940-3027,  OR CALL
1-800-331-1710.


                              SHAREHOLDER PROPOSALS

     To be  considered  for  presentation  at the Fund's 2005 Annual  Meeting of
Shareholders,  a shareholder proposal submitted pursuant to Rule 14a-8 under the
Securities  Exchange Act of 1934 must be received at the Fund's principal office
c/o the Secretary of the Fund no later than April 29, 2005.  Written notice of a
shareholder  proposal  submitted  outside of the processes of Rule 14a-8 must be
delivered to the Fund's  principal office c/o the Secretary of the Fund no later
than July 18, 2005 and no earlier than June 19, 2005. In order to be included in
the Fund's proxy statement and form of proxy, a shareholder proposal must comply
with all applicable legal requirements. Timely submission of a proposal does not
mean that such proposal will be included.


                                                 EATON VANCE SENIOR INCOME TRUST

August 27, 2004



                                       9

                                    EXHIBIT A

                                                       DATED AS OF JULY 16, 2004

                                EATON VANCE FUNDS
                             AUDIT COMMITTEE CHARTER


I.   COMPOSITION OF THE AUDIT COMMITTEE.  The Audit Committee of each registered
     investment  company  sponsored  by Eaton Vance  Management  (each a "Fund")
     shall be comprised of at least three Trustees, each of whom shall have been
     determined by the Board of Trustees to have no material  relationship  that
     would  interfere with the exercise of his or her independent  judgment.  No
     member of the Audit  Committee may be an  "interested  person" of a Fund as
     defined in Section  2(a)(19)  of the  Investment  Company  Act of 1940,  as
     amended (the "1940  Act"),  nor shall any member  receive any  compensation
     from a Fund  except  compensation  for  service as a member of the Board of
     Trustees or a committee  of the Board.  Each member of the Audit  Committee
     shall also satisfy the applicable Audit Committee  membership  requirements
     imposed under the rules of the American  Stock  Exchange and New York Stock
     Exchange  (and any other  national  securities  exchange  on which a Fund's
     shares are listed), as in effect from time to time,  including with respect
     to the member's former  affiliations or employment and financial  literacy.
     At least one  member of the Audit  Committee  must have the  accounting  or
     related  financial  management   expertise  and  financial   sophistication
     required under applicable rules of the American Stock Exchange and New York
     Stock Exchange.  Unless it determines that no member of the Audit Committee
     qualifies as an audit  committee  financial  expert as defined in Item 3 of
     Form N-CSR,  the Board of Trustees will identify one (or in its discretion,
     more  than  one)  member  of the  Audit  Committee  as an  audit  committee
     financial  expert.  A Chairperson of the Audit Committee shall be appointed
     by the Board of Trustees on the recommendation of the Governance Committee.

II.  PURPOSES OF THE AUDIT  COMMITTEE.  The purposes of the Audit  Committee are
     to:

     1.   oversee each Fund's accounting and financial reporting processes,  its
          internal control over financial  reporting,  and, as appropriate,  the
          internal   control  over  financial   reporting  of  certain   service
          providers;

     2.   oversee or, as appropriate,  assist Board oversight of the quality and
          integrity of the Funds' financial statements and the independent audit
          thereof;

     3.   oversee,  or, as  appropriate,  assist Board  oversight of, the Funds'
          compliance with legal and regulatory  requirements  that relate to the
          Funds'  accounting  and  financial  reporting,  internal  control over
          financial reporting and independent audits;

     4.   approve prior to  appointment  the engagement  and, when  appropriate,
          replacement of the independent auditors, and, if applicable,  nominate
          independent  auditors to be proposed for  shareholder  ratification in
          any proxy statement of a Fund;

     5.   evaluate  the  qualifications,  independence  and  performance  of the
          independent  auditors  and the audit  partner in charge of leading the
          audit; and

     6.   prepare such audit committee reports  consistent with the requirements
          of Rule 306 of Regulation S-K for inclusion in the proxy statement for
          the annual meeting of shareholders of a Fund.

                                      A-1

     The primary function of the Audit Committee is oversight.  The Committee is
not  responsible  for  managing  the  Funds  or for  performing  tasks  that are
delegated to the officers of any Fund,  any  investment  adviser to a Fund,  the
custodian of a Fund, and other service  providers for the Funds,  and nothing in
this charter shall be construed to reduce the responsibilities or liabilities of
management or the Funds' service providers,  including the independent auditors.
It is management's responsibility to maintain appropriate systems for accounting
and internal  control over  financial  reporting.  Specifically,  management  is
responsible  for:  (1)  the  preparation,  presentation  and  integrity  of  the
financial statements of each Fund; (2) the maintenance of appropriate accounting
and financial  reporting  principles  and policies;  and (3) the  maintenance of
internal  control over  financial  reporting  and other  procedures  designed to
assure  compliance with accounting  standards and related laws and  regulations.
The independent  auditors are responsible for planning and carrying out an audit
consistent with  applicable  legal and  professional  standards and the terms of
their engagement  letter,  and shall report directly to the Audit Committee.  In
performing its oversight function,  the Committee shall be entitled to rely upon
advice and information  that it receives in its  discussions and  communications
with  management,  the  independent  auditors  and such  experts,  advisors  and
professionals as may be consulted by the Committee.

III. MEETINGS OF THE AUDIT  COMMITTEE.  Meetings of the Audit Committee shall be
     held at such times (but not less frequently than annually),  at such places
     and for such  purposes  (consistent  with the  purposes  set  forth in this
     charter)  as  determined  from time to time by the Board of  Trustees,  the
     Committee or the  Chairperson of the Committee.  The Audit  Committee shall
     set its  agenda  and the  places  and  times  of its  meetings.  The  Audit
     Committee may meet alone and outside the presence of  management  personnel
     with any auditor of a Fund, and shall  periodically  meet  separately  with
     management,  with internal  auditors (or other  personnel  responsible  for
     internal  control of financial  reporting),  with any independent  auditors
     rendering  reports to the Audit Committee or the Board of Trustees and with
     legal  counsel.  A majority  of the  members of the Audit  Committee  shall
     constitute a quorum for the transaction of business at any meeting, and the
     decision of a majority of the members  present and voting  shall  determine
     any  matter  submitted  to a vote.  The  Audit  Committee  may  adopt  such
     procedures  or rules as it deems  appropriate  to govern its conduct  under
     this charter.

IV.  DUTIES AND POWERS OF THE AUDIT  COMMITTEE.  To carry out its purposes,  the
     Audit Committee shall have the following  duties and powers with respect to
     each Fund:

     1.   To review and discuss with management and the independent auditors the
          audited financial  statements and other periodic financial  statements
          of the  Fund  (including  disclosures  under  the  item  "Management's
          Discussion of Fund Performance").

     2.   To consider  the results of the  examination  of the Fund's  financial
          statements by the  independent  auditors,  the  independent  auditors'
          opinion with respect thereto,  and any management letter issued by the
          independent auditors.

     3.   To review and discuss with the independent auditors:  (a) the scope of
          audits  and  audit  reports  and the  policies  relating  to  internal
          auditing  procedures  and  controls  and  the  accounting   principles
          employed  in the Fund's  financial  reports and any  proposed  changes
          therein; (b) the personnel, staffing, qualifications and experience of
          the independent auditors;  and (c) the compensation of the independent
          auditors.

     4.   To review and assess the performance of the  independent  auditors and
          to approve,  on behalf of the Board of Trustees,  the  appointment and
          compensation  of the  independent  auditors.  Approval  by  the  Audit
          Committee  shall  be  in  addition  to  any  approval  required  under
          applicable  law by a majority  of the members of the Board of Trustees
          who are not  "interested  persons"  of the Fund as  defined in Section
          2(a)(19) of the 1940 Act. In performing  this function,  the Committee
          shall:  (a) consider whether there should be a regular rotation of the
          Fund's  independent  auditing firm;  (b) discuss with the  independent
          auditors matters bearing upon the  qualifications  of such auditors as
          "independent" under applicable  standards of independence  established
          from time to time by the Securities and Exchange  Commission  ("SEC"),
          the Public Company  Accounting  Oversight  Board and other  regulatory
          authorities;  and (c) shall secure from the  independent  auditors the
          information  required by Independence  Standards Board Standard No. 1,
          Independence Discussions with Audit Committees, as in effect from time
          to time. The Audit  Committee shall actively engage in a dialogue with
          the independent  auditors with respect to any disclosed  relationships
          or services that may impact the  objectivity  and  independence of the
          independent auditors.

                                      A-2

     5.   To  pre-approve:  (a) audit and  non-audit  services  provided  by the
          independent  auditors to the Fund; and (b) non-audit services provided
          by the  independent  auditors  to the  adviser  or  any  other  entity
          controlling,  controlled  by or under common  control with the adviser
          that provides on-going services to the Fund ("Adviser  Affiliates") if
          the engagement of the  independent  auditors  relates  directly to the
          operations and financial reporting of the Fund, as contemplated by the
          Sarbanes-Oxley  Act of 2002 (the  "Sarbanes-Oxley  Act") and the rules
          issued  by the SEC in  connection  therewith  (except,  in the case of
          non-audit  services  provided  to the Fund or any  Adviser  Affiliate,
          those  within   applicable   DE  MINIMIS   statutory   or   regulatory
          exceptions),  and to consider  the possible  effect of providing  such
          services on the independence of the independent auditors.

     6.   To adopt,  to the extent deemed  appropriate  by the Audit  Committee,
          policies and  procedures  for  pre-approval  of the audit or non-audit
          services referred to above, including policies and procedures by which
          the  Audit  Committee  may  delegate  to one or  more  of its  members
          authority to grant such  pre-approval on behalf of the Audit Committee
          (subject to subsequent  reporting to the Audit  Committee).  The Audit
          Committee  hereby  delegates  to each of its members the  authority to
          pre-approve any non-audit  services referred to above between meetings
          of the Audit  Committee,  provided that:  (i) all  reasonable  efforts
          shall be made to obtain such  pre-approval from the Chairperson of the
          Committee prior to seeking such  pre-approval from any other member of
          the Committee;  and (ii) all such  pre-approvals  shall be reported to
          the Audit Committee not later than the next meeting thereof.

     7.   To consider the controls  implemented by the independent  auditors and
          any measures  taken by management  to ensure that all items  requiring
          pre-approval by the Audit Committee are identified and referred to the
          Audit Committee in a timely fashion.

     8.   To receive at least  annually  and prior to the filing with the SEC of
          the independent auditors' report on the Fund's financial statements, a
          report from such independent  auditors of: (i) all critical accounting
          policies and practices  used by the Fund (or, in  connection  with any
          update, any changes in such accounting  policies and practices),  (ii)
          all material alternative  accounting  treatments within GAAP that have
          been discussed with management since the last annual report or update,
          including the  ramifications of the use of the alternative  treatments
          and the  treatment  preferred  by the  accounting  firm,  (iii)  other
          material written  communications  between the independent auditors and
          the  management  of the Fund since the last  annual  report or update,
          (iv) a description of all non-audit services provided,  including fees
          associated with the services, to any fund complex of which the Fund is
          a part since the last annual  report or update that was not subject to

                                      A-3

          the  pre-approval  requirements as discussed  above; and (v) any other
          matters  of  concern  relating  to the  Fund's  financial  statements,
          including any uncorrected  misstatements (or audit  differences) whose
          effects management  believes are immaterial,  both individually and in
          aggregate,  to the  financial  statements  taken as a  whole.  If this
          information is not  communicated to the Committee within 90 days prior
          to the audit report's  filing with the SEC, the  independent  auditors
          will be required to provide an update,  in the 90 day period  prior to
          the filing, of any changes to the previously reported information.

     9.   To review  and  discuss  with the  independent  auditors  the  matters
          required  to be  communicated  with  respect to the Fund  pursuant  to
          Statement on Auditing Standards (SAS) No. 61 "Communication With Audit
          Committees," as in effect from time to time, and to receive such other
          communications   or  reports  from  the   independent   auditors  (and
          management's  responses to such reports or  communications)  as may be
          required under applicable listing standards of the national securities
          exchanges  on which the Fund's  shares are listed,  including a report
          describing:   (1)  the  internal  quality-control  procedures  of  the
          independent  auditors,  any material  issues raised by the most recent
          internal  quality-control  review,  or peer review, of the independent
          auditors,  or by any  inquiry  or  investigation  by  governmental  or
          professional regulatory authorities,  within the preceding five years,
          respecting  one  or  more  independent   audits  carried  out  by  the
          independent  auditors,  and any  steps  taken  to deal  with  any such
          issues; and (2) all relationships between the independent auditors and
          the Fund and any other  relationships  or services that may impact the
          objectivity  and  independence  of the  independent  auditors.  To the
          extent  unresolved  disagreements  exist  between  management  and the
          independent auditors regarding the financial reporting of the Fund, it
          shall be the  responsibility  of the Audit  Committee  to resolve such
          disagreements.

     10.  To consider  and review with the  independent  auditors any reports of
          audit problems or  difficulties  that may have arisen in the course of
          the audit,  including any  limitations on the scope of the audit,  and
          management's response thereto.

     11.  To establish  hiring policies for employees or former employees of the
          independent  auditors  who will serve as officers or  employees of the
          Fund.

     12.  With  respect  to each Fund the  securities  of which are  listed on a
          national securities exchange,  to: (a) provide a recommendation to the
          Board of Trustees  regarding whether the audited financial  statements
          of the Fund should be included in the annual report to shareholders of
          the Fund; and (b) to prepare an audit committee report consistent with
          the  requirements  of Rule 306 of Regulation  S-K for inclusion in the
          proxy statement for the Fund's annual meeting of shareholders.

     13.  To  discuss  generally  the  Fund's  earnings  releases,  as  well  as
          financial  information  and  guidance  provided to analysts and rating
          agencies,  in the event a Fund  issues any such  releases  or provides
          such  information or guidance.  Such discussions may include the types
          of  information  to be disclosed  and the type of  presentation  to be
          made.  The Audit  Committee  need not discuss in advance each earnings
          release or each instance in which earnings guidance may be provided.

     14.  To consider the Fund's major  financial  risk  exposures and the steps
          management has taken to monitor and control such exposures,  including
          guidelines and policies to govern the process by which risk assessment
          and management is undertaken.

                                      A-4

     15.  To review  and  report to the Board of  Trustees  with  respect to any
          material accounting,  tax, valuation,  or record-keeping  issues which
          may affect the Fund, its respective financial statements or the amount
          of their dividend or distribution rates.

     16.  To establish procedures for: (a) the receipt, retention, and treatment
          of  complaints  received by the Fund  regarding  accounting,  internal
          accounting  controls,  or auditing matters;  and (b) the confidential,
          anonymous submission by employees of the Fund or its service providers
          (including  its   investment   advisers,   administrators,   principal
          underwriters and any other provider of accounting  related services to
          the Fund) of concerns  regarding  questionable  accounting or auditing
          matters.  The Audit  Committee  hereby  establishes the procedures set
          forth in APPENDIX A hereto with respect to such matters.

     17.  To direct and supervise  investigations with respect to the following:
          (a)  evidence of fraud or  significant  deficiencies  in the design or
          implementation  of internal  controls reported to the Committee by the
          principal  executive or financial officers of the Fund pursuant to the
          requirements of the  Sarbanes-Oxley Act and related rules; and (b) any
          other  matters  within  the  scope  of  this  charter,  including  the
          integrity  of  reported  facts  and  figures,   ethical  conduct,  and
          appropriate  disclosure  concerning  the  financial  statements of the
          Funds.

     18.  To  review  and  recommend  to the  Board  of  Trustees  policies  and
          procedures  for valuing  portfolio  securities of the Fund and to make
          recommendations to the Board of Trustees with respect to specific fair
          value  determinations  and any pricing errors involving such portfolio
          securities.

     19.  To  act on  such  other  matters  as may  be  delegated  to the  Audit
          Committee by the Board of Trustees from time to time.

     20.  To  review  the  adequacy  of this  charter  and  evaluate  the  Audit
          Committee's  performance of its duties and responsibilities  hereunder
          at  least  annually,  and to  make  recommendations  to the  Board  of
          Trustees for any appropriate changes or other action.

     21.  To report its  activities  to the Board of Trustees on a regular basis
          and make  such  recommendations  with  respect  to the above and other
          matters as the Audit Committee may deem necessary or appropriate.

V.   RESOURCES AND AUTHORITY OF THE AUDIT  COMMITTEE.  The Audit Committee shall
     have  the   resources   and   authority   appropriate   to  discharge   its
     responsibilities,  including the authority to engage  independent  auditors
     for special  audits,  reviews and other  procedures  and to retain  special
     counsel and other experts or consultants  at the expense of the Funds.  The
     Audit Committee may determine the appropriate levels of funding for payment
     of  compensation  to  such  independent  auditors,   counsel,  experts  and
     consultants,   and  the  ordinary  administrative  expenses  of  the  Audit
     Committee  necessary or  appropriate  in carrying out its duties under this
     charter.  In fulfilling its duties under this charter,  the Audit Committee
     shall have direct access to such officers and employees of the Funds, Eaton
     Vance  Management and any of its affiliated  companies and the Funds' other
     services providers as it deems necessary or desirable.

                                      A-5

                                   APPENDIX A

                                EATON VANCE FUNDS

                      AUDIT COMMITTEE COMPLAINT PROCEDURES

This policy  outlines  the  procedures  that the Audit  Committee of each of the
registered  investment  companies  sponsored by Eaton Vance Management  (each, a
"Fund") shall employ with respect to complaints regarding  accounting,  internal
accounting   controls  or  auditing   matters   concerning  each  of  the  Funds
("Complaints").  Each Employee (as defined  below) shall be provided with a copy
of these procedures upon assuming his or her duties as an Employee, and annually
thereafter.

I.    PROCEDURES FOR RECEIVING COMPLAINTS

All officers and  employees of a Fund and, to the extent their duties  relate to
accounting,  internal  accounting controls or auditing matters for the Fund, the
officers  and  employees  of the  Fund's  investment  advisers,  administrators,
principal  underwriters and any other provider of accounting related services to
the Fund (collectively  referred to herein as "Employees"),  may make complaints
anonymously and in a confidential manner as follows:

    1.    The complaining Employee may place a telephone call to the Chairperson
          of the Audit  Committee.  During this phone call, the Employee  should
          identify the source of his or her Complaint and the practices that are
          alleged to  constitute  an  impropriety  with  respect to  accounting,
          internal  auditing  controls or auditing  matters  relating to a Fund,
          providing as much detail as possible.

    2.    Alternatively, the Employee may submit to the Chairperson of the Audit
          Committee (by hand,  mail,  e-mail or fax) a  confidential  memorandum
          which details the  Employee's  Complaint  and the  practices  that are
          alleged  to  constitute  an  improper  accounting,  internal  auditing
          control or auditing matter, providing as much detail as possible.

    3.    The name and contact  information  for the current  Chairperson of the
          Audit  Committee  will be provided to Employees when they are provided
          with a copy of these procedures.

II.   PROCEDURES FOR TREATING COMPLAINTS

The  Chairperson of the Audit Committee or another member of the Audit Committee
will  conduct an initial  evaluation  of each  Complaint  received  by the Audit
Committee as soon as reasonably  practicable  following  receipt.  In connection
with the initial  evaluation  the  Chairperson  of the Audit  Committee (or such
other  member of the Audit  Committee)  will  determine  whether  the  Complaint
actually  relates to the accounting,  internal  accounting  controls or auditing
matters of a Fund and,  if not,  whether it should be  reviewed by a party other
than the Audit  Committee.  The  Chairperson of the Audit  Committee  shall also
determine whether the Complaint requires investigation by the Audit Committee.

After the initial evaluation is complete, all Complaints requiring investigation
by the Audit Committee will be discussed at the next regularly-scheduled meeting
of the Audit Committee, or a specially-scheduled meeting in advance thereof. The
Audit Committee shall investigate the Complaints as follows:

     1.   the Audit  Committee may choose to investigate  the Complaint  through
          its own members and/or with the assistance of counsel;

                                      A-6

     2.   the Audit  Committee  may  select a  designee  within  the Fund or its
          service  providers to  investigate  the  Complaint,  provided that the
          identity of the  complaining  Employee  shall not be disclosed to such
          designee.   Under  no  circumstances  will  a  party  who  has  direct
          supervisory  control or who may be  responsible  for the action giving
          rise to the Complaint be charged with its investigation;

     3.   the Audit Committee may retain an outside party (other than the Fund's
          independent auditors) to investigate the Complaint; or

     4.   the Audit Committee may investigate the Complaint in such other manner
          determined by the Audit Committee.

Any party  designated to  investigate a Complaint  shall be provided  reasonable
access to the Fund's (and to the extent deemed necessary by the Audit Committee,
the Fund's service providers')  employees,  documents,  and computer systems for
purposes  of   conducting   the   investigation.   At  the   conclusion  of  its
investigation,   which  shall  be  completed  promptly  after  referral  of  the
Complaint,  the investigating party will be responsible for making a full report
to the Audit Committee with respect to the Complaint and to make recommendations
for corrective  actions,  if any, to be taken by the Fund.  The Audit  Committee
will  then  report  to the  Board of  Trustees  at its next  regularly-scheduled
meeting with respect to the Complaint and any corrective actions  recommended by
the Audit Committee.  If the Complaint  involves  improprieties of any member of
the Board of Trustees,  the Audit  Committee may make its report in an executive
session of the Board of Trustees.

III.  PROCEDURES FOR RETAINING COMPLAINTS

The Chairperson of the Audit Committee will be responsible for ensuring that all
Complaints  received  by  the  Audit  Committee,  together  with  any  documents
pertaining  to  the  Audit  Committee  (or  its  designee's)  investigation  and
treatment  of the  Complaint,  are  retained  for six years,  or for such longer
period  as may be  required  by  applicable  law,  in a manner  consistent  with
preserving the anonymity of Employees who have submitted Complaints.


                                      A-7

                                    EXHIBIT B
                                                     AS ADOPTED FEBRUARY 9, 2004

                           EATON VANCE GROUP OF FUNDS

                          GOVERNANCE COMMITTEE CHARTER

I.   COMPOSITION OF THE GOVERNANCE  COMMITTEE.  The Governance Committee of each
     registered  investment  company sponsored by Eaton Vance Management (each a
     "Fund")  shall be  comprised of at least three  Trustees of the Board.  All
     members  of  the  Governance  Committee  shall  be  Trustees  who  are  not
     "interested  persons" (as defined under the Investment Company Act of 1940,
     as amended) of any Fund or of the investment  adviser or sub-adviser of any
     Fund (each, an "Independent  Trustee" and  collectively,  the  "Independent
     Trustees").  The members of the Governance  Committee shall be appointed by
     the Board of Trustees,  which shall also  determine  the number and term of
     such members. A Chairperson of the Governance  Committee shall be appointed
     by the Board of Trustees on the recommendation of the Governance Committee.

II.  PURPOSE  OF  THE  GOVERNANCE  COMMITTEE.  The  purpose  of  the  Governance
     Committee is to consider, evaluate and make recommendations to the Board of
     Trustees  with respect to the  structure,  membership  and operation of the
     Board of Trustees and the Committees thereof,  including the nomination and
     selection of  Independent  Trustees  and the  compensation  of  Independent
     Trustees.

III. MEETINGS OF THE GOVERNANCE COMMITTEE.  Meetings of the Governance Committee
     shall be held at such times (but not less  frequently  than  annually),  at
     such places and for such purposes  (consistent  with the purposes set forth
     in this charter) as determined  from time to time by the Board of Trustees,
     the  Committee  or the  Chairperson  of the  Committee.  A majority  of the
     members of the Governance  Committee shall constitute a quorum for purposes
     of transacting  business at any meeting,  and the decision of a majority of
     the members  present and voting shall  determine any matter  submitted to a
     vote.  The  Governance  Committee may adopt such  procedures or rules as it
     deems appropriate to govern its conduct under this charter.

IV.  DUTIES AND POWERS OF THE  GOVERNANCE  COMMITTEE.  To carry out its purpose,
     the Governance  Committee  shall have the following  duties and powers with
     respect to each Fund:

     1.   To  consider  and adopt  procedures  for  identifying  and  evaluating
          candidates  for the position of  Independent  Trustee,  including  the
          procedures  to be  followed by  shareholders  of the Fund that wish to
          recommend  such  candidates  for   consideration   by  the  Governance
          Committee. Such procedures are set forth on Appendix A hereto.

     2.   To recommend to the Board of Trustees  individuals  to be appointed or
          nominated for election as Independent Trustees.

     3.   To  evaluate  the Board of  Trustees'  performance  of its  duties and
          responsibilities at least annually, and to make recommendations to the
          Board of Trustees for any appropriate  action designed to enhance such
          performance.

     4.   To  review   periodically   the  compensation  of  Trustees  and  make
          recommendations  to the Board of Trustees for any appropriate  changes
          to such compensation.

                                      B-1

     5.   To consider  and make  recommendations  to the Board of Trustees  with
          respect  to the  identity,  duties,  and  composition  of the  various
          Committees  of the  Board of  Trustees  and the  Chairpersons  of such
          Committees.

     6.   To  review   periodically  the  Board's   membership,   structure  and
          operation,  and make  recommendations  to the Board of  Trustees  with
          respect to these matters,  including the identity of any Trustee to be
          selected to serve as a Chairperson of a committees of the Board.

     7.   To review periodically,  and make recommendations with respect to, the
          allocation   of   responsibilities   among  the   various   committees
          established from time to time by the Board of Trustees.

     8.   To review the adequacy of this  charter and  evaluate  the  Governance
          Committee's performance of its duties and responsibilities  hereunder,
          and make  recommendations  for any appropriate changes or other action
          to the Board of Trustees.

     9.   To report its  activities  to the Board of Trustees on a regular basis
          and make  such  recommendations  with  respect  to the above and other
          matters as the Governance Committee may deem necessary or appropriate.

V.   RESOURCES  AND  AUTHORITY  OF  THE  GOVERNANCE  COMMITTEE.  The  Governance
     Committee  shall have the resources and authority  appropriate to discharge
     its  responsibilities,  including the authority to engage special  counsel,
     other experts and consultants,  at the expense of the Funds. The Governance
     Committee may determine  the  appropriate  levels of funding for payment of
     compensation  to such counsel,  experts and  consultants,  and the ordinary
     administrative   expenses  of  the   Governance   Committee   necessary  or
     appropriate  in carrying out its duties under this charter.  The Governance
     Committee may also make  recommendations  with respect to making  available
     educational resources to the Independent Trustees. In fulfilling its duties
     under this charter,  the Governance  Committee  shall have direct access to
     such officers and employees of the Funds, Eaton Vance Management and any of
     its  affiliated  companies  and the Funds' other  services  providers as it
     deems necessary or desirable.

                                      B-2

                                   APPENDIX A

                                EATON VANCE FUNDS

                PROCEDURES WITH RESPECT TO NOMINEES TO THE BOARD

I.   IDENTIFICATION OF CANDIDATES.  When a vacancy on the Board of a Fund exists
     or is  anticipated,  and such  vacancy  is to be filled  by an  Independent
     Trustee,  the Governance  Committee shall identify  candidates by obtaining
     referrals from such sources as it may deem  appropriate,  which may include
     current  Trustees,  management of the Funds,  counsel and other advisors to
     the Trustees,  and  shareholders  of a Fund who submit  recommendations  in
     accordance  with  these  procedures.  In  no  event  shall  the  Governance
     Committee  consider as a candidate to fill any such  vacancy an  individual
     recommended by management of the Funds, unless the Governance Committee has
     invited management to make such a recommendation.

II.  SHAREHOLDER  CANDIDATES.  The Governance  Committee shall, when identifying
     candidates  for the  position of  Independent  Trustee,  consider  any such
     candidate  recommended  by a shareholder  of a Fund if such  recommendation
     contains sufficient background information concerning the candidate, and is
     received in a  sufficiently  timely  manner (and in any event no later than
     the date specified for receipt of  shareholder  proposals in any applicable
     proxy statement with respect to a Fund).  Shareholders shall be directed to
     address  any  such  recommendations  to the  attention  of  the  Governance
     Committee, c/o the Secretary of the Fund.

III. EVALUATION OF  CANDIDATES.  In evaluating a candidate for a position on the
     Board of a Fund, including any candidate recommended by shareholders of the
     Fund,  the  Governance  Committee  shall  consider the  following:  (i) the
     candidate's knowledge in matters relating to the mutual fund industry; (ii)
     any  experience  possessed by the candidate as a director or senior officer
     of other public companies;  (iii) the candidate's  educational  background,
     reputation for high ethical standards and professional integrity;  (iv) any
     specific   financial,   technical  or  other  expertise  possessed  by  the
     candidate,  and the extent to which such  expertise  would  complement  the
     Board's existing mix of skills, core competencies and  qualifications;  (v)
     the candidate's perceived ability to contribute to the ongoing functions of
     the Board,  including  the  candidate's  ability and  commitment  to attend
     meetings  regularly  and work  collaboratively  with  other  members of the
     Board;  (vi) the candidate's  ability to qualify as an Independent  Trustee
     for  purposes  of the  1940  Act;  and  (vii)  such  other  factors  as the
     Governance  Committee  determines  to be relevant in light of the  existing
     composition of the Board and any anticipated  vacancies.  Prior to making a
     final  recommendation to the Board, the Governance  Committee shall conduct
     personal  interviews  with  those  candidates  it  concludes  are the  most
     qualified candidates.

                                      B-3

                                      PROXY

                         EATON VANCE SENIOR INCOME TRUST

                ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 15, 2004
                 PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES


     The  undersigned  holder of Common Shares of  beneficial  interest of Eaton
Vance Senior Income Trust, a Massachusetts  business trust (the "Fund"),  hereby
appoints  JAMES B.  HAWKES,  ALAN R. DYNNER and JAMES L.  O'CONNOR,  and each of
them,  with full power of substitution  and revocation,  as proxies to represent
the  undersigned at the Annual Meeting of Shareholders of the Fund to be held at
the principal  office of the Fund, The Eaton Vance  Building,  255 State Street,
Boston,  Massachusetts  02109, on Friday,  October 15, 2004 at 1:30 P.M., and at
any and all  adjournments  thereof,  and to vote all  Common  Shares of the Fund
which the undersigned would be entitled to vote, with all powers the undersigned
would possess if personally present, in accordance with the instructions on this
proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                       PROMPTLY IN THE ENCLOSED ENVELOPE.


SEE REVERSE        CONTINUED AND TO BE SIGNED ON REVERSE SIDE        SEE REVERSE
   SIDE                                                                 SIDE

                                   DETACH HERE



    PLEASE MARK
[X] VOTES AS IN
    THIS EXAMPLE.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.


1.   To elect two Trustees of the Fund as follows:
     NOMINEES:  (01) William H. Park
                (02) Lynn A. Stout


     FOR ALL                      WITHHELD
     NOMINEES   [ ]     [ ]   FROM ALL NOMINEES


[ ]  ________________________________________
     (Instructions:  To withhold authority to vote for any
     nominee, write those nominees' names above.)



                            MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT    [ ]

                            MARK HERE FOR COMMENT AND NOTE AT LEFT           [ ]


                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:________________  Date:______  Signature:________________  Date:______

                                      PROXY

                         EATON VANCE SENIOR INCOME TRUST

                ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 15, 2004
                 PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES



     The undersigned  holder of Auction  Preferred  Shares of Eaton Vance Senior
Income Trust, a Massachusetts business trust (the "Fund"), hereby appoints JAMES
B. HAWKES,  ALAN R. DYNNER and JAMES L.  O'CONNOR,  and each of them,  with full
power of substitution and revocation, as proxies to represent the undersigned at
the  Annual  Meeting  of  Shareholders  of the Fund to be held at the  principal
office of the  Fund,  The  Eaton  Vance  Building,  255  State  Street,  Boston,
Massachusetts  02109,  on Friday,  October 15, 2004 at 1:30 P.M., and at any and
all adjournments  thereof,  and to vote all Auction Preferred Shares of the Fund
which the undersigned would be entitled to vote, with all powers the undersigned
would possess if personally present, in accordance with the instructions on this
proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                       PROMPTLY IN THE ENCLOSED ENVELOPE.


SEE REVERSE        CONTINUED AND TO BE SIGNED ON REVERSE SIDE        SEE REVERSE
   SIDE                                                                 SIDE

                                   DETACH HERE



     PLEASE MARK
[X]  VOTES AS IN
     THIS EXAMPLE.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.


1.   To elect two Trustees of the Fund as follows:
     NOMINEES:  (01) William H. Park
                (02) Lynn A. Stout


     FOR ALL                      WITHHELD
     NOMINEES   [ ]     [ ]   FROM ALL NOMINEES


[ ]  ________________________________________
     (Instructions:  To withhold authority to vote for any
     nominee, write those nominees' names above.)



                            MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT    [ ]

                            MARK HERE FOR COMMENT AND NOTE AT LEFT           [ ]


                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:________________  Date:______  Signature:________________  Date:______