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 Rule 14a-11(c) or Rule 14a-12

--------------------------------------------------------------------------------
                         Eaton Vance Senior Income Trust
                (Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
    (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 29, 2003


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 17, 2003 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 17, 2003

     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 17, 2003 at 1:30 P.M. (Boston time), for the following
purposes:

      1.  To elect  two Class II  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 20, 2003 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 29, 2003
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
17, 2003 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 29, 2003.

     The Board of Trustees  of the Fund has fixed the close of  business  August
20, 2003, 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, 2003,  there were  36,102,373  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 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 seven.  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 II Trustees  expires on the date of the 2003 Annual Meeting,  and the term
of office of the Class III and Class I  Trustees  will  expire one and two years
thereafter,  respectively.  Accordingly,  only nominees for Class II 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 II Trustee
nominees:  Samuel L. Hayes, III and Norton H. Reamer.  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


     Donald R. Dwight,  a Class I and APS Trustee and Jack L.  Treynor,  a Class
III Trustee retired pursuant to the Fund's retirement policy on July 1, 2003 and
June 6, 2003, respectively. At the Board of Trustees Meeting held June 16, 2003,
the Trustees  elected Ronald A. Pearlman as a Class I and APS Trustee to replace
Mr. Dwight, and at the February 10, 2003 Board of Trustees Meeting, the Trustees
elected William H. Park as a Class III Trustee to replace Mr. Treynor. The Class
I Trustees  serving  until the 2005 Annual  Meeting  are Jessica M.  Bibliowicz,
James B. Hawkes and Ronald A. Pearlman. The Class III Trustees serving until the
2004 Annual Meeting are William H. Park and Lynn A. Stout. The Class II Trustees
serving  until the 2003 Annual  Meeting  are Samuel L. Hayes,  III and Norton H.
Reamer.

     The nominees for Class II Trustee and the Fund's  current Class I and Class
III 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 DURING PAST        OVERSEEN BY        HELD BY
AND AGE(1)                    FUND       TIME SERVED    FIVE YEARS                               TRUSTEE(2)         TRUSTEE
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  

                                           CLASS II TRUSTEES NOMINATED FOR ELECTION IN 2003

SAMUEL L. HAYES, III (A)   Class II      Until 2003.    Jacob H. Schiff Professor of                195       Director of Tiffany
DOB:  2/23/35              Trustee       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           Class II      Until 2003.    President, Unicorn Corporation (an          195       None
DOB:  9/21/35              Trustee       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).

                                                CLASS I AND CLASS III TRUSTEES

JESSICA M. BIBLIOWICZ*     Class I       Until 2005.    President and Chief Executive Officer       195       None
DOB:  11/28/59             Trustee       3 years.       of National Financial Partners (a
                                         Trustee        financial services company) (since
                                         since 1999.    April 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).


                                       2




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

JAMES B. HAWKES*           President     Until 2005.    Chairman, President and Chief               195       Director of EVC
DOB:  11/9/41              and Class     3 years.       Executive Officer of EVM, and its
                           I Trustee     Trustee        corporate parent and trustee (EVC and
                                         since 1998.    EV); Vice President and Director of
                                                        Eaton Vance Distributors, Inc.;
                                                        Director of EV.

WILLIAM H. PARK            Class III     Until          President and Chief Executive Officer,      192       None
DOB:  9/19/47              Trustee       2004.          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).

RONALD A. PEARLMAN (A)     Class I       Until          Professor of Law, Georgetown                192       None
DOB:  7/10/40              Trustee       2005.          University Law Center (since 1999).
                                         Trustee        Formerly, Tax Partner, Covington &
                                         since 2003.    Burling, Washington, DC (1991-2000).

LYNN A. STOUT              Class III     Until 2004.    Professor of Law, University of             195       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.


(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.
*    Interested Trustee.
(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  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  "Eaton  Vance
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 above).  Samuel L. Hayes,  III has been nominated for election
by the holders of the APS. The By-Laws  further  provide for the election of the
other  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 (except for Mr. Dwight and
Mr. Treynor who are retired):



                                                        AGGREGATE DOLLAR RANGE OF EQUITY
                                DOLLAR RANGE OF          SECURITIES IN ALL EATON VANCE
NAME OF TRUSTEE                FUND SHARES HELD            FUNDS OVERSEEN BY TRUSTEE
--------------------------------------------------------------------------------------------
                                                  
   INTERESTED TRUSTEES
Jessica M. Bibliowicz                None                      $10,001 - $50,000
James B. Hawkes                  Over $100,000                   Over $100,000
   NONINTERESTED TRUSTEES
Samuel L. Hayes, III                 None                       Over $100,000*
William H. Park                      None                     $50,001 - $100,000
Ronald A. Pearlman                   None                     $50,001 - $100,000
Norton H. Reamer                     None                        Over $100,000
Lynn A. Stout                        None                     $10,001 - $50,000*


*  Includes shares held in Trustee Deferred Compensation Plan.

BOARD MEETINGS AND COMMITTEES

     During the fiscal year ended June 30,  2003,  the  Trustees of the Fund met
eight times, the Governance Committee met seven times, the Special Committee met
three 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  Governance,  Special and Audit  Committee of the Board of Trustees are
each  comprised  of Trustees  who are not  "interested  persons" as that term is
defined under the 1940 Act. Messrs. Hayes, Park, Pearlman, Reamer and Ms. Stout,
currently serve on the Governance  Committee.  Ms. Stout currently serves as the
Governance  Committee's  chair.  The purpose of the  Committee is to undertake a
periodic  review of,  and make  recommendations  with  respect  to, the  Board's
performance; Trustee compensation; appointment of new Trustees; identity, duties
and composition of the various Board Committees;  development and maintenance of
the Board's  membership,  structure  and  operations'  policies  and  procedures
adopted or  approved by the Board to comply with  regulatory  requirements  that
relate to fund governance; and any other matters related to fund governance. The
Governance Committee was previously named the Nominating Committee; its name was
changed and a new  charter  adopted in March 2003.  The  Nominating  Committee's
purpose was 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  was
comprised of noninterested Trustees. 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),  Park, Pearlman and Reamer currently serve on 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.

                                       4


     Messrs. Reamer (Chairman), Hayes, Park and Ms. Stout currently serve on 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. The Fund's Board of Trustees has adopted
a written  charter  for its  Audit  Committee.  A copy of the Audit  Committee's
current  charter is attached  as Exhibit A. Set forth  below  under  "Additional
Information" is the Audit Committee's  Report. The Board of Trustees of the Fund
has  designated  Messrs.  Park,  Hayes and Reamer as the Fund's Audit  Committee
financial experts.

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,  2003,  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, 2002 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             $2,824                  $160,000
  Donald R. Dwight(2)                2,839                   162,500(3)
  Samuel L. Hayes, III               3,145                   180,000
  Norton H. Reamer                   2,802                   160,000
  Lynn A. Stout                      2,897                   160,000(4)
  Jack L. Treynor(2)                 2,845                   170,000

(1)  As of August 1,  2003,  the  Eaton  Vance  fund  complex  consisted  of 196
     registered investment companies or series thereof.
(2)  Mr. Dwight, a Class I Trustee and Mr. Treynor,  a Class III Trustee retired
     on July 1, 2003 and June 6, 2003,  respectively,  and  consequently are not
     standing for re-election.
(3)  Includes $60,000 of deferred compensation.
(4)  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 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 II 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:  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, 2003 for filing with the Securities and Exchange Commission.

                                        Norton H. Reamer, Chairman
                                        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 accountants
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.  For the most  recent  fiscal  year,  the  Fund  paid an
aggregate of $118,400 in professional fees to their auditors, Deloitte, of which
$112,600  was paid for audit  services  and $5,800 was paid for other  services.
Deloitte also provides services to numerous other investment companies sponsored
by Eaton  Vance and serves as EVC's  auditors.  Total fees paid to  Deloitte  by
Eaton Vance Corp.  (and its  affiliates)  for the most recent  fiscal year ended
October 31, 2002 were $816,946. The Audit Committee and Board of Trustees of the
Fund are aware that Deloitte provides  services to the Eaton Vance  Organization
and  considered  whether the provision of such  services is compatible  with the
maintenance of that firm's independence.

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 12,000 shares.

                                       6




                                               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 195 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 117
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 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 one report  required to be filed under Section 16(a) of the
Securities  Exchange Act of 1934 regarding a sale of shares of the Fund owned by
his spouse.

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

                                       7


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.

     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 17, 2003,  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
SEMIANNUAL  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  2004  Annual  Meeting of  Shareholders  must be  received  at the Fund's
principal  office no later  than June 20,  2004 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

August 29, 2003

                                       8


                                    EXHIBIT A

                                                       ADOPTED - AUGUST 11, 2003

                                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  shall also satisfy the
     applicable Audit Committee membership  requirements imposed under the rules
     of the American  Stock Exchange and New York Stock Exchange (and such 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,   financial   literacy  and,  if  applicable,
     accounting or related financial management expertise.  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.

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

     1.   oversee the Fund's  accounting  and financial  reporting  policies and
          practices,  its  internal  audit  controls  and  procedures,  and,  as
          appropriate, the internal controls of certain service providers;

     2.   oversee the quality and integrity of the Fund's  financial  statements
          and the independent audit thereof;

     3.   approve the selection,  evaluation and, when appropriate,  replacement
          of the independent auditors,  and, if applicable,  with respect to the
          nomination  of  independent  auditors to be proposed  for  shareholder
          ratification in any proxy statement; and

     4.   evaluate  the  qualifications,  independence  and  performance  of the
          independent auditors.

     The function of the Audit  Committee is  oversight.  The  Treasurer of each
     Fund is  responsible  for oversight of the  preparation,  presentation  and
     integrity  of the Fund's  financial  statements  by the  Fund's  accounting
     agent.  The  Treasurer  is  also  responsible  for  selecting   appropriate
     accounting  and financial  reporting  principles  and policies and internal
     controls  and  procedures  designed to assure  compliance  with  accounting
     standards and applicable laws and regulations. The independent auditors are
     responsible  for planning  and  carrying out audits and reviews  consistent
     with  applicable  legal and  professional  standards and the terms of their
     engagement.   The   independent   auditors  for  the  Fund  are  ultimately
     accountable  to the Board of Trustees and Audit  Committee of the Fund. The

                                      A-1


     Board of Trustees and the Audit  Committee have the ultimate  authority and
     responsibility  to select,  evaluate and,  where  appropriate,  replace the
     independent  auditors  (or  to  nominate  the  independent  auditors  to be
     proposed for shareholder approval in any proxy statement).

III. MEETINGS OF THE AUDIT  COMMITTEE.  The Audit  Committee shall meet at least
     twice annually,  or more  frequently if  circumstances  dictate.  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 certified public  accountant and auditing firm 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.

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, as appropriate,  the audited financial statements and other
          financial  information of the Fund and the results of the  examination
          of  the  Fund's  financial  statements  by the  independent  auditors,
          including the independent  auditors' opinion with respect thereto, and
          any management letter issued by the independent auditors.

     2.   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.

     3.   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" 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")
          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.

     4.   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

                                      A-2


          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.

     5.   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 the Chairperson of the Audit Committee
          authority to  pre-approve  any  non-audit  services  referred to above
          between   meetings  of  the  Audit   Committee,   provided  that  such
          pre-approval  shall  be  reported  by the  Chairperson  to  the  Audit
          Committee not later than the next meeting thereof.

     6.   To consider the controls  implemented by the independent  auditors and
          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.

     7.   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 all of the  Funds  since  the last
          annual  report or update  that were not  subject  to 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.

     8.   To review  and  discuss  with the  independent  auditors  the  matters
          required to be  communicated  with respect to the Fund pursuant to SAS
          61,  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.  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.

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

                                      A-3


     10.       With respect to each Fund the securities of which are listed on a
               national securities exchange, to provide: (a) 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) any  report,  including  any
               recommendation  of the Audit Committee,  required by the rules of
               the  Securities  and  Exchange  Commission  (including,   without
               limitation,  Rule 306 of  Regulation  S-K) to be  included in the
               Fund's annual proxy statement.

     11.       To review and report to the full 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.

     12.       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  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.

     13.       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
               rules  issued  by the SEC in  connection  therewith;  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.

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

     15.       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 for any
               appropriate  changes  or  other  action  to  the  full  Board  of
               Trustees.

     16.       To report  its  activities  to the full  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, experts and consultants,  and
     the ordinary  administrative  expenses of the Audit Committee  necessary or
     appropriate in carrying out its duties under this charter.

                                      A-4


                                   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 and  administrators
(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 is set out on Schedule A hereto.

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:

                                      A-5


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

     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  full  Board  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,  the Audit  Committee  may make its
report in an executive session of the Board.

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-6


                                   SCHEDULE A
                                   ----------

                                Norton H. Reamer
                              Unicorn Corporation
                      One International Place, 14th Floor
                                Boston, MA 02110
                             Phone: (617) 330-8800
                              Fax: (617) 330-8801
                         Email: nreamer@unicorncorp.com


                                      A-7


                                      PROXY

                         EATON VANCE SENIOR INCOME TRUST

                ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 17, 2003
                 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 17, 2003 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.


SEE REVERSE      CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE     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 one Trustee of the Fund as follows:
     NOMINEE:  (01) Norton H. Reamer


       FOR                 WITHHELD
     NOMINEE  [ ]  [ ]   FROM NOMINEE



                             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 17, 2003
                 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 17, 2003 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.


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

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

          NOMINEE: (01) Samuel L. Hayes, III

       FOR                 WITHHELD
     NOMINEE  [ ]  [ ]   FROM NOMINEE


      (b)  Election of one Trustee to represent all Shareholders.

           NOMINEE: (02) Norton H. Reamer

       FOR                 WITHHELD
     NOMINEE  [ ]  [ ]   FROM NOMINEE


[  ]  ______________________________________
      (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:________