SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
7/9/12
1. NAME OF REPORTING PERSON
Bulldog Investors, Brooklyn Capital Management,
Phillip Goldstein and Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
3,820,654
8. SHARED VOTING POWER
755,063
9. SOLE DISPOSITIVE POWER
4,575,717
_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
4,575,717
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.27%
14. TYPE OF REPORTING PERSON
IA
_______________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of Eaton Vance Risk-Managed Diversified Equity Income Fund
("ETJ" or the "Issuer").
The principal executive offices of ETJ are located at
Two international Place
Boston, MA 02110
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Bulldog Investors,
Brooklyn Capital Mangement, Phillip Goldstein,
60 Heritage Drive Pleasantville, NY 10570 a principal of Bulldog Investors
and Andrew Dakos, Park 80 West,Saddle Brook, NJ 07663, also a principal
of Bulldog Investors. Mr.Goldstein and Mr. Dakos are self-employed
investment advisors.
On October 17, 2007 the Massachusetts Secretary of State issued a permanent
"obey the law" injunction and fined Bulldog Investors, Messrs. Goldstein and
Dakos and certain related parties (the "Respondents") $25,000 for operating
an open website containing information about certain unregistered
investments and sending an e-mail about such investments to a Massachusetts
resident who requested information. On April 5, 2012, the President signed the
JOBS Act which expressly permits such acts. Consequently, on June 29, 2012,
the Respondents submitted a motion to the Secretary to vacate his order.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of managed
accounts.
ITEM 4. PURPOSE OF TRANSACTION
The filing persons are concerned about the Fund's persistent double-digit
discount to net asset value. They may communicate with the Fund's management
and board of directors about this matter.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the N-CSRS filed on February 27, 2012 there were 72,958,783 shares of
common stock outstanding as of 12/31/2011 The percentage set forth in item 5
was derived using such number. Bulldog Investors, Brooklyn Capital Management,
Phillip Goldstein and Andrew Dakos beneficially own an aggregate of 4,575,717
shares of ETJ or 6.27% of the outstanding shares.Power to dispose of and vote
securities resides either with Mr. Goldstein, Mr. Dakos or with clients.
c) During the past 60 days the following shares of ETJ were purchased:
Date: Shares: Price:
05/21/12 17,800 10.0398
06/01/12 10,000 9.8975
06/04/12 24,300 9.8764
06/11/12 25,000 10.0264
06/13/12 25,000 10.0000
06/15/12 800 10.0500
06/18/12 12,600 10.0800
06/20/12 12,169 10.1193
06/21/12 30,807 10.0801
06/22/12 3,500 10.0100
06/25/12 6,000 9.9742
06/26/12 72,113 10.0284
06/27/12 25,830 10.0849
06/28/12 41,600 10.0645
07/05/12 8,300 10.1827
07/06/12 17,538 10.1504
07/09/12 58,225 10.1818
07/10/12 169,100 10.2227
07/11/12 113,500 10.2430
07/12/12 175,250 10.2430
07/16/12 113,100 10.3649
07/17/12 213,469 10.3819
07/18/12 104,217 10.4456
d) Beneficiaries of managed accounts are entitled to receive any
dividends or sales proceeds.
e) NA
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
After reasonable 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.
Dated: 7/19/2012
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos