SC TO-C

As filed with the Securities and Exchange Commission on March 17, 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 March 17, 2005.

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

Not Applicable.

EX-99

Exhibit 99(a)(1)

PRESS RELEASE

For Immediate Release
17 March 2005

Media Inquiries
Laura Fay 617.210.3867
lfay@evergreeninvestments.com

Dan Flaherty 617.210.3887
dflaherty@evergreeninvestments.com

Shareholder Inquiries
EquiServe Trust Company 888.396.7866

EVERGREEN FUND BOARD APPROVES EVERGREEN UTILITIES AND HIGH INCOME FUND TENDER OFFER

BOSTON – Evergreen Utilities and High Income Fund (AMEX:ERH), a closed-end equity and bond fund, announced that the Board of Trustees approved a tender offer to repurchase up to 5% of the fund’s outstanding shares at net asset value. The tender offer period will commence on March 22, 2005 when the notification of the tender offer is sent to shareholders. The deadline for tendering shares is expected to be 5:00 p.m. on April 20, 2005. Shareholders who participate in the tender offer will receive the net asset value of the fund shares as calculated on April 21, 2005, or, if the offer is extended, on the business day following the date to which the offer is extended. Shareholders participating in the tender offer are required to tender at least 20 percent of their shares. The complete terms of the offer will be contained in the Offer to Purchase and related Letter of Transmittal.

As described in the fund’s prospectus dated April 27, 2004, 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.

There can be no assurance that any action proposed or approved by the Board will reduce or eliminate the discount at which the fund’s shares may be trading. This announcement is not an offer to purchase or the solicitation of an offer to sell shares of the fund. The tender offer will be made only by the Offer to Purchase and the related Letter of Transmittal, expected to be mailed to shareholders on or about March 22, 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. Neither the offer to purchase shares will be made to, nor will tenders pursuant to the Offer to Purchase be accepted from or on behalf of, holders of shares in any jurisdiction in which making or accepting the offer to purchase would violate that jurisdiction’s laws.

Investments in the fund involve risk. Additional risks are associated with investing in utility and below investment grade securities, such as risk that concentrating investments in one single sector could increase volatility of your investment and risk that below investment grade investment is more prone to default or decline in market value.

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 $247billion in assets (as of December 31, 2004). For more information on Evergreen, please visit www.evergreeninvestments.com.