Massachusetts                             54-2120233
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  (State of Incorporation or                    (I.R.S. Employer
         Organization)                         Identification No.)

   The Eaton Vance Building
       255 state Street
     Boston, Massachusetts                            02109
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 (Address of Principal Executive Office)           (Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X]

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ]

Securities Act registration statement file number to which this form relates:
333-107050

Securities to be registered pursuant to Section 12(b) of the Act:

         Title of Each Class              Name of Each Exchange On Which
         To Be So Registered              Each Class Is To Be Registered
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Common Shares of Beneficial Interest,      The New York Stock Exchange
      $0.01 Par Value Per Share

Securities to be registered pursuant to Section 12(g) of the Act:

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1: Description of Registrant's Securities to be Registered.

The description of the Registrant's securities to be registered is incorporated by reference to the description contained under the caption "Description of Capital Structure" in the Registrant's Registration Statement on Form N-2 (Nos. 333-107050 and 811-21400) as filed electronically with the Securities and Exchange Commission on July 15, 2003 (Accession No. 0000898432-03-000638) ("Registration Statement on Form N-2"), as the same may be amended.

Item 2: Exhibits.

(a) The following exhibits are being filed with the Commission:

1. Registrant's Registration Statement on Form N-2 is incorporated herein by reference.

2. Declaration of Trust of Registrant, which was filed electronically as exhibit (a) to the Registrant's Registration Statement on Form N-2, is incorporated herein by reference.

3. By-Laws of Registrant, which were filed electronically as exhibit (b) to the Registrant's Registration Statement on Form N-2, are incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on behalf of the undersigned, thereto duly authorized, this 18th day of August 2003.

EATON VANCE TAX-ADVANTAGED
DIVIDEND INCOME FUND

By: /s/Thomas E. Faust Jr.
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    Name:  Thomas E. Faust Jr.
    Title: President