SC TO-C

As filed with the Securities and Exchange Commission on February 22, 2005

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
Tender Offer Statement
Under Section 14(d)(1) or Section 13(e)(1) of the Securities Exchange Act of 1934

EVERGREEN UTILITIES AND HIGH INCOME FUND
(Name of Issuer)

EVERGREEN UTILITIES AND HIGH INCOME FUND
(Names of Filing Persons (Offeror and Issuer)

Common Shares, No Par Value
(Title of Class of Securities)

30034Q 10 9
(CUSIP Number of Class of Securities)

Michael H. Koonce, Esquire
200 Berkeley Street
Boston, Massachusetts 02116-5034
Telephone: (617) 210-3663
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)

CALCULATION OF FILING FEE

Transaction Valuation	Amount Of Filing Fee*
N/A	N/A

* No filing fee is required because this filing contains only preliminary communications made before the commencement of a tender offer.

|_| Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing.

Amount Previously Paid:	N/A	Form or Registration No.:	N/A
Filing Party:	N/A	Date Filed:	N/A

|X| Check the box if the filing relates to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

|_| third-party tender offer subject to Rule 14d-1.

|X| issuer tender offer subject to Rule 13e-4.

|_| going-private transaction subject to Rule 13e-3.

|_| amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: |_|

Items 1-11. Not Applicable.

Item 12. Materials to be Filed as Exhibits.

        Text of Press Release issued by Evergreen Investments with respect to Evergreen Utilities and High Income Fund on February 22, 2005.

Item 13. Information Required by Schedule 13E-3.

        Not Applicable.

EX-99

Exhibit 99(a)(1)

PRESS RELEASE

For Immediate Release
22 February 2005

Media Inquiries
Laura Fay 617.210.3867
lfay@evergreeninvestments.com

EVERGREEN INVESTMENTS TO PROPOSE THAT EVERGREEN UTILITIES AND HIGH INCOME FUND MAKE A TENDER OFFER TO REPURCHASE SHARES

BOSTON – Evergreen Investments announced today that it would propose to the Board of Trustees of the Evergreen Utilities and High Income Fund (AMEX:ERH) that the fund make a tender offer to repurchase up to 5 percent of the fund’s outstanding shares at net asset value. The Board is expected to consider the recommendation at a meeting on March 17, 2005. The Board of Trustees’ consideration is subject to certain conditions set forth in the fund’s prospectus dated April 27, 2004.

As described in the fund’s prospectus, under the Enhanced Liquidity Plan, the Board is required to consider repurchasing shares in the event that the fund’s common shares trade at a discount to net asset value of greater than 5 percent for at least 15 out of 20 trading days during a predetermined measurement period. The measurement period commenced on February 1, 2005. As of the close of business on February 22, 2005, the fund had traded at a discount of greater than 5 percent for 15 days, initiating the recommendation that the Board consider a tender offer.

In the event the Board approves the tender offer, the tender offer will be made only by the Offer to purchase and the related Letter of Transmittal, which would be mailed to shareholders in March 2005. Shareholders should read these documents carefully when they are available because they will contain important information. These documents will also be available to investors for free at the website of the Securities and Exchange Commission (www.sec.gov). The Offer to Purchase and Letter of Transmittal will also be able to be obtained at no charge by contacting EquiServe Trust Company, N.A., the fund’s information agent, as provided in the Offer to Purchase.

About Evergreen Investments

Evergreen Investments is the brand name under which Wachovia Corporation (NYSE:WB) conducts its investment management business and is a leading asset management firm serving more than four million individual and institutional investors through a broad range of investment products. Led by 350 investment professionals, Evergreen Investments strives to meet client investment objectives through disciplined, team-based asset management. Evergreen Investments manages more than $247 billion in assets (as of December 31, 2004). For more information on Evergreen, please visit www.evergreeninvestments.com.

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