SC TO-I/A

As filed with the Securities and Exchange Commission on April 20, 2005

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

Evergreen Utilities and High Income Fund

(Name of Subject Company (Issuer))

Evergreen Utilities and High Income Fund

(Name 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

(617) 210-3663

(Name, address, and telephone number of person authorized to receive

notices and communications on behalf of filing persons)

With a copy to:

Timothy W. Diggins

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Telephone: (617) 951-7000

Calculation of Filing Fee

Transaction Valuation	Amount of Filing Fee
$12,448,974(a)	$1,465.24(b)

(a)  Calculated as the aggregate maximum purchase price to be paid for 546,487 shares in the offer, based upon the net asset value per share of $22.78 at March 16, 2005.

(b)  Calculated as the Transaction Valuation multiplied by .00011770.

x 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:	$1,435.24
Form or Registration No.:	Schedule TO
Filing Party:	Evergreen Utilities and High Income Fund
Date Filed:	March 22, 2005

o Check the box if the filing relates solely 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: 

othird-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o 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: o

Introductory Statement

This Amendment No. 1 to the Tender Offer Statement on Schedule TO (“Schedule TO”) filed with the Securities and Exchange Commission on March 22, 2005 by Evergreen Utilities and High Income Fund, a statutory trust organized under the laws of the state of Delaware (the “Fund”), relating to an offer by the Fund to purchase for cash up to 5% or 546,487 of the Fund’s issued and outstanding common shares, no par value, amends such Schedule TO to add an additional exhibit in accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended.

Item 12. Exhibits.

The following material is hereby filed as an additional exhibit to the Fund’s Schedule TO: 

(a)(5)(iv)                 Press release issued on April 20, 2005.

NOTICE

A copy of the Certificate of Trust of Evergreen Utilities and High Income Fund (the “Trust”), together with all amendments thereto, is on file with the Secretary of State of The State of Delaware and notice is hereby given that this instrument is executed on behalf of the Trust by trustees and officers of the Trust as officers and trustees and not individually and that the obligations of or arising out of this instrument are not binding upon any of the officers or trustees of the Trust or shareholders individually but are binding only upon the assets and property of the Trust or the relevant series.

SIGNATURE  

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EVERGREEN UTILITIES AND HIGH INCOME FUND

	/s/ Dennis H. Ferro
	—————————
	Name:  Dennis H. Ferro
	Title:    President
Dated: April 20, 2005

EXHIBIT INDEX
Exhibit
(a)(5)(iv)	Press release issued on April 20, 2005.

EX-99.(A)(5)(IV)

PRESS RELEASE

	For Immediate Release 20 April 2005
	Media Inquiries
	Laura Fay  617.210.3867 lfay@evergreeninvestments.com
	Dan Flaherty 617.210.3887 dflaherty@evergreeninvestments.com

EVERGREEN INVESTMENTS ANNOUNCES EXPIRATION AND PRELIMINARY
RESULTS OF TENDER OFFER

BOSTON – Evergreen Utilities and High Income Fund (AMEX:ERH), a non-diversified closed-end equity and high yield bond fund, announced today that its tender offer for up to 5% or 546,488, in the aggregate, of its issued and outstanding common shares, expired today at 5:00 p.m. ET. Shareholders whose shares are purchased in the tender offer will receive the net asset value of the Fund shares calculated as of the close of the regular trading session of the New York Stock Exchange on April 21, 2005.

Based upon current information, approximately 4,233,219 shares were tendered, including shares tendered pursuant to notices of guaranteed delivery. Based on this preliminary information, the Fund estimates that it will accept for purchase 13% of the shares properly tendered by each tendering shareholder (except those shareholders holding 99 shares or less, all of whose shares will be purchased if properly tendered). These numbers are subject to adjustment and should not be regarded as final. The actual number of shares to be purchased will be announced at a later date. Management of the Fund anticipates acceptance on April 22, 2005 of 546,488 shares properly tendered and that payment for such shares will be made on or about April 25, 2005.

Evergreen Utilities and High Income Fund is a non-diversified closed-end equity and high yield bond fund. The Fund’s primary investment objective is to seek a high level of current income and moderate capital growth, with an emphasis on providing tax-advantaged dividend income. Evergreen Investment Management Company, LLC is the Fund’s investment advisor.

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.

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PRESS RELEASE

Please contact EquiServe Trust Company, N.A., the Fund’s information agent, at 888-396-7866 for more information.

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 $248 billion in assets (as of March 31, 2005). For more information on Evergreen, please visit www.evergreeninvestments.com.

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