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K&L Gates LLP
State Street Financial Center
One Lincoln Street
Boston, MA  02111
Tel.:  (617) 951-9068
Fax.:  (617) 261-3175
 
April 14, 2011
 
VIA EDGAR
 
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549
 
  Re: 
John Hancock Hedged Equity & Income Fund
   
Registration Statement on Form N-2 (333-168178; 811-22441)
 
Ladies and Gentlemen:

Transmitted electronically with this letter for filing pursuant to the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, on behalf of John Hancock Hedged Equity & Income Fund (the “Fund”), is a pre-effective amendment to the registration statement on Form N-2 relating to Registrant’s initial issuance of common shares of beneficial interest, par value $.01 per share (the “Registration Statement”).  The Fund filed its initial registration statement, on July 16, 2010 on Form N-2 (the “Initial Registration Statement”).

The Fund is a diversified, closed-end management investment company, and the Registration Statement is being filed for the purpose of responding to Staff’s Comments regarding the Initial Registration Statement, received in the form of a letter dated August 12, 2010.  The Registration Statement transmitted with this letter contains conformed signature pages, the manually executed originals of which are maintained at the offices of the Fund.

 
Questions should be directed to the undersigned at (617) 951-9068.
 
 
Sincerely,
 
 
/s/ Trayne S. Wheeler
Trayne S. Wheeler