SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
EATON VANCE LIMITED DURATION INCOME FUND
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts Pending
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
The Eaton Vance Building
255 state Street
Boston, Massachusetts 02109
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(Address of Principal Executive Office) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [x]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-103901
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange On Which
To be So Registered Each Class is to be Registered
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Common Shares of Beneficial Interest, American Stock Exchange
$0.01 Par Value Per Share
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1: Description of Registrant's Securities to be Registered.
The description of the Registrant's securities to be registered is incorporated
by reference to the description contained under the caption "Description of
Capital Structure" in the Registrant's Registration Statement on Form N-2 (Nos.
333-103901 and 811-21323) as filed electronically with the Securities and
Exchange Commission on March 18, 2003 (Accession No. 0000898432-03-000308)
("Registration Statement on Form N-2"), as the same may be amended.
Item 2: Exhibits.
(a) The following exhibits are being filed with the Commission:
1. Registrant's Registration Statement on Form N-2 is
incorporated herein by reference.
2. Form of Specimen Certificate for Registrant's Shares, par
value $0.01 per share, which was filed electronically as
exhibit (d) to the Registrant's Registration Statement on
Form N-2, is incorporated herein by reference.
3. Declaration of Trust of Registrant, which was filed
electronically as exhibit (a) to the Registrant's
Registration Statement on Form N-2, is incorporated herein by
reference.
4. By-Laws of Registrant, which were filed electronically as
exhibit (b) to the Registrant's Registration Statement on
Form N-2, are incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on behalf of the undersigned, thereto duly authorized, this 10th day of April
2003.
EATON VANCE LIMITED DURATION INCOME FUND
/s/ Thomas E. Faust Jr.
By: ___________________________
Name: Thomas E. Faust Jr.
Title: President
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