SC TO-I/A

    As filed with the Securities and Exchange Commission on October 27, 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
           ---------------------               --------------------
- --------------------------------------------------------------------------------
              $12,630,980(a)                       $1,486.67(b)
- --------------------------------------------------------------------------------

(a) Calculated as the aggregate maximum purchase price to be paid for 493,205
shares in the offer, based upon the net asset value per share of $25.61 at
September 21, 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:   $1,486.67
        Form or Registration No.: Schedule TO
        Filing Party:             Evergreen Utilities and High Income Fund
        Date Filed:               September 26, 2005

      |_| 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:

      |_| 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: |_|



                             Introductory Statement

This Amendment No. 1 to the Tender Offer Statement on Schedule TO ("Schedule
TO") filed with the Securities and Exchange Commission on September 26, 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 493,205 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 October 27, 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/ Michael H. Koonce
                                        -------------------------------
                                        Name: Michael H. Koonce
                                        Title:   Secretary

Dated: October 27, 2005



                                  EXHIBIT INDEX

Exhibit
- -------

(a)(5)(iv)      Press release issued on October 27, 2005.

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

PRESS RELASE

          For Immediate Release
          27 October 2005

          Contact:
          Shareholder Inquiries:
          800.343.2898

          Media Inquiries
          Laura Fay 617.210.3867              Dan Flaherty 617.210.3887
[LOGO]    LFay@EvergreenInvestments.com       dflaherty@evergreeninvestments.com

Evergreen Investments (SM)

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 493,205, 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 October 28, 2005.

Based upon current information, approximately 4,192,823 shares were tendered,
excluding shares tendered pursuant to notices of guaranteed delivery. Based on
this preliminary information, the Fund estimates that it will accept for
purchase 11.7% of the shares properly tendered by each tendering shareholder.
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 October 31, 2005 of 493,205
shares properly tendered and that payment for such shares will be made on or
about November 1, 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.

Please contact Computershare Shareholder Services, Inc., the Fund's information
agent, at 888-396-7866 for more information.


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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 400 investment
professionals, Evergreen Investments strives to meet client investment
objectives through disciplined, team-based asset management. Evergreen
Investments manages more than $252 billion in assets (as of September 30, 2005).
For more information on Evergreen, please visit www.evergreeninvestments.com.


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