Edgar Filing: EATON VANCE SENIOR INCOME TRUST

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. )

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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
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 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)

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

September 6, 2002

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of
Eaton Vance Senior Income Trust (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 25, 2002 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

IMPORTANT

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING 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 25, 2002

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 25, 2002 at 1:30 P.M. (Boston time), for the following
purposes:

1. To elect three Trustees of the Fund, one of whom shall be elected
solely by the holders of the Fund's Auction Preferred Shares.

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 29, 2002 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

September 6, 2002
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
25, 2002 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 September 6, 2002.

The Board of Trustees of the Fund has fixed the close of business August
29, 2002, 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 29, 2002, there were [ ]
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,
no shareholder beneficially owned more than 5% of the outstanding shares. The
Trustees and officers of the Fund, as a group, own beneficially less than 1% of
the 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 the Board of Trustees shall
be divided into three classes. The term of office of the Class I Trustees
expires on the date of the 2002 Annual Meeting, and the term of office of the
Class II and Class III Trustees will expire one and two years thereafter,
respectively. 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.

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 fixed the number of Trustees at
seven. Proxies will be voted for the election of the following nominees. 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.

The nominees for Class I Trustees to serve until the 2005 Annual Meeting
are Jessica M. Bibliowicz, Donald R. Dwight and James B. Hawkes. The Trustees
serving until the 2003 Annual Meeting are Samuel L. Hayes, III and Norton H.
Reamer. The Trustees serving until the 2004 Annual Meeting are Lynn A. Stout and
Jack L. Treynor.

The nominees and Trustees and their principal occupations for at least the
last five years are as follows.

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 stock 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 "EVC organization".)

Jessica M. Bibliowicz is an "interested person" because of her affiliation
with a brokerage firm that is and has been a dealer in shares of Funds for which
EVM acts as investment adviser.

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 below). Donald R. Dwight has been nominated for election by
the holders of the APS. The By-Laws further provide for the election of the
other nominees named below by the holders of the Common Shares and the APS,
voting as a single class. Election of Trustees is non-cumulative.

TRUSTEES

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

(FOR TRUSTEES NOMINATED FOR ELECTION IN 2002:)

JESSICA M. BIBLIOWICZ Trustee Until 2002. President and Chief Executive Officer of 174 None
DOB: 11/28/59 3 years. National Financial Partners (a financial
Trustee services company) (since April 1999).
since 1999. President and Chief Operating Officer of
John A. Levin & Co. (a registered
investment advisor) (July 1997 to April
1999) and a Director of Baker, Fentress
& Company which owns John A. Levin & Co.
(July 1997 to April 1999).

DONALD R. DWIGHT (A) Trustee Until 2002. President of Dwight Partners, Inc. (a 179 Trustee/
DOB: 3/26/31 3 years. corporate relations and communications Director of
Trustee company). the Royce
since 1998. Funds (mutual
funds)
2

JAMES B. HAWKES President Until 2002. Chairman, President and Chief 179 Director of
DOB: 11/9/41 and Trustee 3 years. Executive Officer of EVM, and its EVC
Trustee corporate parent and trustee (EVC and
since 1998. EV); Vice President and Director of
Eaton Vance Distributors, Inc.;
Director of EV.

(FOR OTHER INDEPENDENT TRUSTEES:)

SAMUEL L. HAYES, III (A) Trustee Until 2003. Jacob H. Schiff Professor of 179 Director of Tiffany
DOB: 2/23/35 3 years. Investment Banking Emeritus, Harvard & Co. (specialty
Trustee University Graduate School of Business retailer) and
since 1998. Administration. Telect, Inc.
(telecommunication
services company)

NORTON H. REAMER Trustee Until 2003. President, Unicorn Corporation (an 179 None
DOB: 9/21/35 3 years. investment and financial advisory
Trustee services company) (since September
since 1998. 2000). Chairman, Hellman, Jordan
Management Co., Inc. (an investment
management company) (since November
2000). Advisory Director of Berkshire
Capital Corporation (investment
banking firm) (since June 2002).
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).

LYNN A. STOUT Trustee Until 2004. Professor of Law, University of 173 None
DOB: 9/14/56 3 years. California at Los Angeles, School of
Trustee Law (since July 2001). Formerly,
since 1999. Professor of Law, Georgetown
University Law Center.

JACK L. TREYNOR Trustee Until 2004. Investment Adviser and Consultant. 171 None
DOB: 2/21/30 3 years.
Trustee
since 1998.

(1) The business address of each Trustee is The Eaton Vance Building, 255
State Street, Boston, MA 02109.

(2) Includes both master and feeder funds in master-feeder structure.

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
---------------------------------------- -------------------------------------- --------------------------------------

Jessica M. Bibliowicz None $10,001 - $50,000
Donald R. Dwight None Over $100,000*
James B. Hawkes Over $100,000 Over $100,000
Samuel L. Hayes $50,001-$100,000** Over $100,000*
Norton H. Reamer None Over $100,000
Lynn A. Stout None $10,001 - $50,000*
Jack L. Treynor None $1-$10,000

* Includes shares held in trustee deferred compensation plan.
** Shares are owned by Mr. Hayes' spouse.

BOARD MEETINGS AND COMMITTEES

During the fiscal year ended June 30, 2002, the Trustees of the Fund met
eight times, the Nominating Committee met three times, the Special Committee met
four times and the Audit Committee met three times. Each Trustee attended at
least 75% of the Board and committee meetings on which he or she serves.

The Nominating Committee is comprised of all the Trustees who are not
"interested persons" as that term is defined under the 1940 Act. Messrs. Treynor
(Chairman), Dwight, Hayes, Reamer and Ms. Stout are currently serving on the
Committee. The purpose of the Committee is to recommend to the Board nominees
for the position of noninterested trustee and to assure that at least a majority
of the Board of Trustees is independent of Eaton Vance and its affiliates. The
Board will, when a vacancy exists or is anticipated, consider any nominee for
trustee recommended by a shareholder if such recommendation is submitted to the
Board in writing and contains sufficient background information concerning the
individual to enable a proper judgment to be made as to such individual's
qualifications.

Messrs. Hayes (Chairman), Dwight, Reamer and Ms. Stout are members of the
Special Committee of the Board of Trustees of the Fund. The purpose of the
Special Committee is to consider, evaluate and make recommendations to the full
Board concerning (i) all contractual arrangements with service providers to the
Fund, including investment advisory, administrative, transfer agency, custodial
and fund accounting and distribution services (if any), and (ii) all other
matters in which Eaton Vance or its affiliates has any actual or potential
conflict of interest with the Fund or its shareholders.

Messrs. Treynor (Chairman), Dwight and Reamer are members of the Audit
Committee of the Board of Trustees of the Fund. Each member is independent of
the Fund, as defined by New York Stock Exchange Listing Standards. The Audit
Committee's functions include making recommendations to the Board regarding the
selection of the independent certified public accountants, and reviewing matters
relative to trading and brokerage policies and practices, accounting and
auditing practices and procedures, accounting records, internal accounting
controls, and the functions performed by the custodian, transfer agent and
dividend disbursing agent of the Fund. Set forth below under "Additional
Information" is the Audit Committee's Report.

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, 2002, the noninterested Trustees of the Fund earned the following
compensation in their capacities as Trustees of the Fund, and for the year ended
December 31, 2001 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
--------------- ------------ ----------------
Jessica M. Bibliowicz $3,424 $ 160,000
Donald R. Dwight $3,319 162,500(2)
Samuel L. Hayes, III $3,574 170,000
Norton H. Reamer $3,274 160,000
Lynn A. Stout $3,508 160,000(3)
Jack L. Treynor $3,578 170,000

(1) As of August 1, 2002, the Eaton Vance fund complex consisted of 180
registered investment companies or series thereof.
(2) Includes $60,000 of deferred compensation.
(3) Includes $16,000 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 Group of
Funds, 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 Trustees shall be elected by the affirmative vote of a majority of the
Fund's shares voting at the Annual Meeting.

THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF
THE THREE NOMINEES TO THE FUND'S BOARD OF TRUSTEES.

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: Mr. Joseph P. Lundbohm,
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 auditors 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 accountants required
by Independence Standards Board Standard No. 1 (Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees), and discussed
with the independent accountants 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, 2002 for filing with the Securities and Exchange Commission.

Jack L. Treynor, Chairman
Donald R. Dwight
Norton H. Reamer

AUDITORS, AUDIT FEES AND ALL OTHER FEES. Deloitte & Touche LLP ("Deloitte"), 200
Berkeley Street, Boston, Massachusetts 02116, serves as independent accountants
of the Fund. Deloitte is expected to be represented at the Annual Meeting, but
if not, a representative will be available by telephone should the need for
consultation arise. For the most recent fiscal year, the Fund paid an aggregate
of $117,000 in professional fees to their auditors, Deloitte, of which $82,000
was paid for audit services and $35,000 was paid for other services. Deloitte
also provides services to numerous other investment companies sponsored by Eaton
Vance. Total fees paid to Deloitte by Eaton Vance Corp. (and its affiliates) for
the most recent fiscal year ended October 31, 2001 were $1,162,903. The Audit
Committee and Board of Trustees of the Fund are aware that Deloitte provides
services to the Eaton Vance organization.

OFFICERS OF THE FUND. The officers of the Fund and their length of service are
set forth below. 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 18,000 shares.

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 179 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 179
DOB: 4/1/45 investment companies managed by Eaton Vance or BMR.

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

PAYSON F. SWAFFIELD Vice President Since 1998 Vice President of Eaton Vance and BMR. Officer of 11
DOB: 8/13/56 investment companies managed by Eaton Vance or BMR.

MICHAEL W. WEILHEIMER Vice President Since 1998 Vice President of Eaton Vance and BMR. Officer of 8
DOB: 2/11/61 investment companies managed by Eaton Vance or BMR.

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

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Samuel L. Hayes, III,
Trustee, filed late two reports required to be filed under Section 16(a) of the
Securities Exchange Act of 1934 regarding a purchase of shares of the Fund.

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, telegraph 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, by telegraph 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 costs are $15,000.

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
for matters required by the 1940 Act to be approved by a "majority of the
outstanding voting securities" of the Fund. (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.

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 25, 2002, 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 one or more of the Proposals 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 ANNUAL OR
SEMI-ANNUAL REPORTS TO ANY SHAREHOLDER UPON REQUEST. SHAREHOLDERS DESIRING TO
OBTAIN A COPY OF SUCH REPORT SHOULD WRITE TO THE FUND C/O PFPC INC., ATTN: MR.
JOSEPH P. LUNDBOHM, P.O. BOX 43027, PROVIDENCE, RI 02940-3027, OR CALL
1-800-331-1710.

SHAREHOLDER PROPOSALS

Any proposals of shareholders that are intended to be presented at the
Fund's 2003 Annual Meeting of Shareholders must be received at the Fund's
principal office no later than June 14, 2003 and must comply with all legal
requirements in order to be included in the Fund's proxy statement and form of
proxy for that meeting.

EATON VANCE SENIOR INCOME TRUST

September 6, 2002

PROXY

EATON VANCE SENIOR INCOME TRUST

ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 25, 2002
PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

The undersigned holder of 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 25, 2002 at 1:30 P.M., and at
any and all adjournments thereof, and to vote all shares of beneficial interest
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 ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SEE REVERSE
SIDE SIDE

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) Jessica M. Bibliowicz and
(02) James B. Hawkes

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES 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 25, 2002
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 25, 2002 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 ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SEE REVERSE
SIDE SIDE

PLEASE MARK
[ X ] VOTES AS IN
THIS EXAMPLE.

1. To elect three Trustees of the Fund as follows:

(a) Election of one Trustee to represent Auction Preferred Shares.

NOMINEE: (01) Donald R. Dwight

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

(b) Election of two Trustees to represent all Shareholders.

NOMINEES: (02) Jessica M. Bibliowicz and
(03) James B. Hawkes

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES 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 [ ]

Signature:______________ Date:______ Signature:________________ Date:________