Annual report & accounts

Jupiter second enhanced income Trust Plc
     Annual Financial Report for the year ended 31 October 2008

The following is an extract from the Company's Annual Report and
Accounts for the year ended 31 October 2008. The full Annual Report
will shortly be available to be viewed on or downloaded from the
Company's website at www.jupiteronline.co.uk.

CHAIRMAN'S STATEMENT

In presenting my statement to you this year I am disappointed to
report a substantial decrease in the total assets less current
liabilities of your Company of 34.1 per cent. for the year to 31
October 2008. By comparison the return on the Company's benchmark
index, the FTSE All-Share was -31.1 per cent. (total return).

The Net Asset Value of your Company's Geared Income shares fell by
78.8 per cent. from their Net Asset Value of 67.75p on 31 October
2007 to 14.38p at 31 October 2008. This compares unfavourably with
the performance of the Company's benchmark, the FTSE All-Share Index,
which gave a total return of -31.1 per cent. over the same period.
The difference can be largely attributed to the geared nature of the
shares at a time of extreme market difficulty.

The Zero Dividend Preference shares enjoyed an increase in their Net
Asset Value of 7.5 per cent. over the year under review from 72.82p
to 78.29p. However, the middle market price of these shares fell from
74.5p to 71.0p as they moved from a premium of 2.3 per cent to a
discount of 9.3 per cent.

The Company's Packaged Units (each comprising one Geared Income share
and one Zero Dividend Preference share) produced a Net Asset Value
return of -34.1 per cent. over the same period.

Revenue and Dividends
Revenues after tax for the period amounted to £3,509,000 (which
compared with £2,625,000 in the previous financial year).

As anticipated in the Interim Report, I am pleased to confirm that
your Company has been able to increase the total dividend paid for
the year from 3.65p in the year to 31 October 2007 to 5.70p in the
year under review which represents a 56.2 per cent. increase in
dividends on last year. This represented a yield of 42.2 per cent. on
the middle market price of the Geared Income shares of 13.5p on 31
October 2008. The dividend of 3.00p paid on 31 December 2008
reflected, in part, the distribution of the VAT recovery mentioned
below to shareholders. On 29 January 2009 your Board announced the
first interim dividend of 1.5p per Geared Income share - payable on
31 March 2009 - and considers this a good start to the year.

Share Buy Back Powers
At the AGM your Board is seeking to renew its power to buy back
shares for cancellation. This can be a useful tool for enhancing the
Net Asset Value of the Geared Income shares and/or enhancing the
cover on Zero Dividend Preference shares in certain circumstances.
The repurchase of shares will only be undertaken after taking into
consideration the interests of both classes of the Company's shares
at the time that the opportunity arises. No shares have been
repurchased during the year.



VAT Recovery
Last year we reported to you that we would be taking steps to recover
VAT paid in the past on your Company's management fees as a result of
the European Court of Justice ruling. We are pleased to report that a
total of £552,000 was recovered including interest and VAT paid on
administration fees. Approximately half of the recovery (£291,000 has
been treated as distributable revenues, with the balance (£261,000 on
the performance fee) treated as a capital receipt.

End of Life
Detailed proposals for the continuation or reconstruction of the
Company and information about the arrangements for shareholders
wishing to either cash in their investment at the end of the
Company's planned life on 30 October 2009 or to continue or roll over
their investment have yet to be formulated.  The directors are
actively considering the options and proposals are expected to be
announced later in the year.  A circular will be sent to all
shareholders in due course containing full details of our proposals.

Annual General Meeting
This year's Annual General Meeting will be held at 1 Grosvenor Place,
London SW1X 7JJ at 11.30am on 8 April 2009. As part of the Annual
General Meeting business it is proposed that the Company should adopt
new Articles of Association in order to comply with the provisions of
the Companies Act 2006. Further details of the proposed changes are
set out in the Annual Report.

Outlook
I commend to you the Manager's Review, which outlines the events of a
most difficult year.

Your Company faces a difficult period. The breakdown in the system of
credit creation and its subsequent scarcity has led to the most
challenging period for the world economy in many decades. Set against
this has been an unprecedented global policy response. Since then,
there have been some signs of healing in the credit markets.
Meanwhile, stock prices have already discounted many negatives and
pessimism is widespread. Your Manager will continue to seek income
where it is to be found, most often in businesses with robust balance
sheets, strong, sustainable cash flows and dominant positions in
areas of defensive growth.

Jimmy West
Chairman
10 February 2009
MANAGER'S REVIEW

Although the year under review has seen increasingly difficult market
conditions the Company has been able to declare four interim
dividends of 0.80p, 0.90p, 1.0p and 3.0p amounting to a total of 5.7p
for the financial period. This represents a very satisfactory
increase of over 56 per cent. on the previous year. A first interim
dividend of 1.5p is a good start to the year.

Market Review
The year under review saw significant negative returns for all major
equity markets as an explosion of bad debts crippled banks and
financial markets. These deprived western economies of the credit
they require to grow.

For many years, Western interest rates were kept low as inflation was
moderate and economic growth remarkably steady. While cheap imports
from Asia kept consumer prices low, there was, however, massive asset
price inflation in residential property in the US, UK and much of
Europe. Many homeowners borrowed heavily against this new found
wealth.

Financial markets became adept at creating credit securities from
mortgages secured against rising property prices. Such securitisation
allowed banks to bypass the slow, expensive business of attracting
depositors' capital. Instead, by repackaging existing mortgages, they
could borrow from financial markets and grow faster, albeit through
increasingly reckless lending practices. This was the business model
of banks such as Northern Rock, Bradford & Bingley and many others.

The securitisation of increasingly suspect mortgages and the sale of
these complex bonds to financial institutions worldwide came to an
abrupt halt when the underlying mortgages turned sour and the credit
ratings given to them proved incorrect. Banks reined in their lending
to customers and to each other. The serial failure of many financial
institutions caused fear to grow to the point where even short-term
lending between banks all but ceased.

Shares in UK banks continued to fall throughout the period as the
market priced in further bad debts and fewer new loans. Elsewhere,
strong demand from China for raw materials boosted commodity prices
and mining shares. The supportive effect of the latter on the FTSE
Actuaries All-Share Index obscured the scale of the decline in bank
shares, at least until the summer of 2008. From then on, fears of a
global slowdown saw commodity prices and mining shares fall sharply.
With no exposure to mining stocks, your Company benefited from July
onwards.

During the period, the Bank of England was slow to reduce interest
rates. Its  Monetary Policy Committee was afraid sharply rising
inflation from food and energy prices might become embedded in
consumers' expectations. On many occasions the Bank indicated its
desire to see strong evidence of a sharp slowdown in economic
activity before cutting rates. Yet interest rate cuts, when they
came, were less effective than had been hoped. It became clear the
banking system was short of capital. Disruption in credit markets
meant the true cost of borrowing remained substantially higher than
the base rate. For example, as at 31 October 2008, three month Libor
was 5.8 per cent. against a Bank of England base rate of 4.5 per
cent.

The portfolio has been structured around defensive blue chip
companies operating in areas of defensive growth such as oils,
pharmaceuticals, telecoms and insurance. These global businesses are
highly cash generative.

During the year we increased exposure to interdealer brokers
benefiting from higher levels of market volatility. We continued to
increase our holdings in pharmaceuticals where there was a move away
from blockbuster drugs, better visibility on drug pipelines, scope
for cost cutting and a sterling boost from dollar sales. We also
added to our holding in Provident Financial. This conservatively
managed doorstep lender no longer faces competition from high street
banks as they have withdrawn from the marketplace.

Outlook
The outlook for western economies has deteriorated sharply as
continued blockages in the supply of credit to the financial system
exacerbate the slowdown in domestic growth. This is especially true
in those countries where growth had been more than adequately
supported by a long boom in residential property.

If western economies have become unbalanced by relying too much on
consumers supercharged by easy credit, then the export-driven,
high-saving Asian economies have become just as unbalanced by their
large current account surpluses and minimal domestic demand. The
credit crunch has curtailed the ability of western consumers and
companies to buy Asian exports. So, despite not being directly
affected by the subprime debacle, Asian economies are slowing too,
albeit from much higher growth rates.

Since the US Treasury permitted the collapse of Lehman Brothers in
mid-September the world has become a very different place. The fear
which that event induced prompted institutional investors across the
globe to start a silent run on banks. Before Lehman's collapse the
aim was to rein in injudicious borrowing. But, after the collateral
damage inflicted by its demise, the aim is now to ensure that even a
minimal level of lending can occur.

Looking around the world, interest rates are heading towards zero and
governments are introducing stimulatory spending packages. The US, in
particular, is pulling out all the stops to ensure that the recession
is no worse than it has to be. If necessary, central banks will
continue to expand their balance sheets by buying up more financial
assets. This should support spending and prevent the widespread price
cuts that could, if unchecked, lead to a deflationary depression. On
Milton Friedman's 90th birthday, Ben Bernanke acknowledged the role
of the Federal Reserve in creating the Great Depression of the 1930s
and promised that the central bank would not make the same mistake
twice.

The main holdings in your Company have little exposure to
discretionary spending in the domestic UK economy, but a large degree
of overseas exposure. They operate in areas where steady, defensive
growth can be found. The strong fiscal and monetary boosts being
enacted by governments should prove effective medicine for economies,
but this will take time.

Anthony Nutt
Fund Manager
Jupiter Asset Management
10 February 2009

INVESTMENT OBJECTIVE

The objectives of the Company are to repay the capital entitlement of
the Zero Dividend Preference shareholders and to maximise the income
and return of capital to the Geared Income shareholders.

INVESTMENT POLICY

The investment policy of the Company is to invest mainly in a
portfolio of UK listed equities, UK equity-related securities (such
as convertible securities, preference shares, convertible unsecured
loan stock, warrants and other similar securities) and UK fixed
interest securities.

The equities selected by the Investment Manager as suitable for the
portfolio will generally be those judged to be lowly valued,
typically offering an attractive dividend yield with sufficiently
strong cash generation from their operational activities to grow the
dividend to shareholders over a number of years. Such equities are
likely to be considered by the Investment Manager to be undervalued
by the stock market at the time of purchase and will offer scope for
capital gains.

The portfolio manager selects each stock on its individual merits as
an investment rather than replicating the relevant company's
weighting with its benchmark, the FTSE All-Share Index. The portfolio
is therefore unlikely to represent the constituents of its benchmark,
but instead is intended to offer a well diversified investment
strategy focussed on maximising returns from the prevailing economic
background.

The portfolio manager has complete flexibility to invest any
proportion of the Company's investment portfolio in debt securities
from time to time. Investment in debt securities will be in
convertible bonds, corporate bonds and other debt securities (such as
gilts) considered by the Investment Manager to be quasi-cash
instruments. Investment in bonds issued by corporate issuers will
generally be in those of issuers which are either rated as
'investment grade' issuers or are considered by the Investment
Manager to have an equivalent grade. The Investment Manager may also
invest in sub-investment grade corporate bonds where it considers
that their ratings are likely to improve.  The percentage of the
portfolio invested in debt securities at any given time will
primarily be driven by tactical considerations but will also depend
upon the outlook for interest rates and the scope for improved debt
ratings.

It is the Company's policy to invest no more than 15 per cent. of its
total assets in other UK listed closed-ended investment funds as
defined in section 15.6.8 of the Listing Rules.

Any material change in the investment policy of the Company described
above may only be made with the approval of shareholders by an
ordinary resolution and the separate class approval of Geared Income
shareholders.


DIRECTORS' RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS

The Directors confirm to the best of their knowledge that:

(a)                the financial  statements, prepared in  accordance
with the applicable set of accounting standards, give a true and fair
view of the  assets, liabilities,  financial position  and profit  or
loss of the Company; and
(b)                the Directors' Report includes a fair view of  the
development and performance of the  business and the position of  the
Company, together  with  a description  of  the principal  risks  and
uncertainties that the Company faces.


By order of the Board
J G West
Chairman
20 February 2009


RISKS AND UNCERTAINTIES

The principal risks  the Company  faces in  its portfolio  management
activities are:
(a)                Foreign currency risk
(b)                Market  price  risk  i.e. movements  in  value  of
investment holdings caused  by factors  other than  interest rate  or
currency movement
(c)                Interest rate risk
(d)                Liquidity risk
(e)                Credit and Counterparty risk
The investment  Manager's  policies  for  managing  these  risks  are
summarized below and have been applied throughout the year.

Policy

(a)                Foreign Currency Risk
The Company may  hedge against foreign  currency movements  affecting
the value of  the investment  portfolio where  adverse movements  are
anticipated  otherwise  takes  account  of  this  risk  when   making
investment decisions.
(b)                Market Price Risk
By the very nature of  its activities, the Company's investments  are
exposed to  market price  fluctuations.  Further  information on  the
investment portfolio and investment policy is set out in the Manger's
Review.
(c)                Interest Rate Risk
Interest rate movements may affect  the fair value of investments  of
fixed interest securities  and the  level of  income receivable  from
interest-bearing securities and cash at bank and on deposit.
(d)                Liquidity Risk
The Company's assets  comprise mainly  readily realizable  securities
which can be sold to  meet funding requirements if necessary.   Short
term flexibility is achieved through the use of short term borrowings
and overdraft facilities.
(e)                Credit and Counterparty Risk
The failure of  the counterparty  to a transaction  to discharge  its
obligations under  that  transaction  could  result  in  the  Company
suffering a loss.


                          INCOME STATEMENT
                 for the year ended 31 October 2008


                                   Year ended              Year ended
                              31 October 2008         31 October 2007
                    Revenue  Capital    Total Revenue Capital   Total
                      £'000    £'000    £'000   £'000   £'000   £'000
(Loss)/gain on
investments held at
fair value through        - (31,381) (31,381)   5,462   5,462   5,462
profit or loss
Income                4,245        -    4,245   3,861       -   3,861
                     ______   ______   ______  ______  ______  ______
Gross return          4,245 (31,381) (27,136)   3,861   5,462   9,323

Investment            (361)        -    (361)   (846)       -   (846)
management fee
Investment                -      261      261       -       -       -
performance fee
Other expenses        (337)        -    (337)   (369)       -   (369)
                     ______   ______   ______  ______  ______   _____
Net return on
ordinary activities
before finance        3,547 (31,120) (27,573)   2,646   5,462   8,108
costs and taxation
Finance costs           (3)  (3,435)  (3,438)     (1) (3,187) (3,188)
                     ______   ______   ______  ______  ______  ______
Net return on
ordinary activities   3,544 (34,555) (31,011)   2,645   2,275   4,920
before taxation
Tax on ordinary        (35)        -     (35)    (20)       -    (20)
activities
                     ______   ______   ______  ______  ______  ______
Net return on
ordinary activities   3,509 (34,555) (31,046)   2,625   2,275   4,900
after tax
                     ======   ======   ======  ======  ======   =====
Net return per
Geared Income share   5.59p (55.00)p (49.41)p   4.18p   3.62p   7.80p
                     ======   ======   ======  ======  ======   =====


The total column of this statement is the profit and loss account  of
the Company.

All revenue  and capital  items in  the above  statement derive  from
continuing operations.

No operations were acquired or discontinued in the period.

A Statement of Total Recognised Gains  and Losses is not required  as
all gains and losses of the Company have been reflected in the  above
statement.
                            BALANCE SHEET
                         at 31 October 2008


                                                        2008     2007
                                                       £'000    £'000
Fixed asset investments
Investments at fair value through profit or loss      44,593   83,672
                                                      ______   ______
Current assets
Debtors                                                1,479      297
Cash at bank                                          12,336    4,616
                                                      ______   ______
                                                      13,815    4,913
Creditors: amounts falling due within one year         (192)    (276)
Zero Dividend Preference shares                     (49,184)  _____ -
Net current assets                                  (35,561)    4,637
                                                     _______   ______
Total assets less current liabilities                  9,032   88,309

Creditors: amounts falling due after more than one
year
Zero Dividend Preference shares                            - (45,749)
                                                     _______  _______
Total net assets                                       9,032   42,560
                                                     _______  _______

Capital and reserves                                              628
Called up share capital                                  628
Share premium                                          3,141    3,141
Special reserve                                       21,681   21,681
Capital reserve                                     (19,105)   15,450
Revenue reserve                                        2,687    1,660
                                                      ______   ______
Total shareholders' funds                              9,032   42,560
                                                       =====    =====
Net Asset Value per Geared Income share               14.38p   67.75p



                   RECONCILIATION OF MOVEMENTS IN
                         SHAREHOLDERS' FUNDS
                 for the year ended 31 October 2008



                     Share   Share Special  Capital  Revenue
                   Capital Premium Reserve  Reserve  Reserve    Total
                     £'000   £'000   £'000    £'000    £'000    £'000
For the year ended
31 October 2008
Balance at 1
November 2007          628   3,141  21,681   15,450    1,660   42,560
Net profit for the
year                     -       -       - (34,555)    3,509 (31,046)
Dividends paid and
declared
4th interim
dividend for year
ended 31 October
2007                     -       -       -        -    (785)    (785)
1st interim
dividend for year
ended 31 October
2008                     -       -       -        -    (503)    (503)
2nd interim
dividend for year
ended 31 October
2008                     -       -       -        -    (566)    (566)
3rd interim
dividend for year
ended 31 October
2008                     -       -       -        -    (628)    (628)
                    ______   _____   _____   ______  _______  _______
Balance at 31
October 2008           628   3,141  21,681 (19,105)    2,687    9,032
                    ______   _____   _____   ______  _______  _______

For the year ended
31 October 2007
Balance at
November 2006          628   3,141  21,681   13,175    1,203   39,828
Net profit for the
year                     -       -       -    2,275    2,625    4,900
Dividends paid and
declared                 -       -       -        -    (660)    (660)
4th interim
dividend for year
ended 31 October
2006                     -       -       -        -    (503)    (503)
1st interim
dividend for year
ended 31 October
2007                     -       -       -        -    (660)    (660)
2nd interim
dividend for year
ended 31October
2007                     -       -       -        -    (503)    (503)
3rd interim
dividend for year
ended 31 October
2007                     -       -       -        -    (502)    (502)
                    ______   _____   _____   ______  _______  _______
Balance at 31
October 2007           628   3,141  21,681   15,450    1,660   42,560
                    ______   _____   _____   ______  _______  _______







                         CASH FLOW STATEMENT
                 for the year ended 31 October 2008


                                                     2008        2007
                                                    £'000       £'000
Operating activities
Net cash inflow from operating activities           3,169         954

Servicing of finance
Interest paid                                         (3)         (1)

Taxation
Net tax paid                                         (34)        (24)
                                                  _______     _______
                                                    3,132         929
Capital expenditure and financial investment
Purchase of investments                          (20,374)    (31,843)
Sale of investments                                27,444      34,416
                                                  _______     _______
Net cash inflow from capital expenditure
and    financial investment                         7,070       2,573
Equity dividends paid                             (2,482)     (2,168)
                                                  _______     _______
Increase in cash                                    7,720       1,334


NOTES:

1.             Income

                                     2008    2007
                                    £'000   £'000
Income from investments
UK dividend income (net)            3,147   3,333
Dividends from overseas companies     473     271
Bond interest                         116      95
                                  _______ _______
                                    3,736   3,699
Other income
Deposit interest                      463     162
Interest on VAT Recovery               43       -
Underwriting commission                 3       -
                                  _______ _______
Total income                        4,245   3,861
                                   ======  ======
Total income comprises:
Dividends                           3,620   3,604
Interest                              622     257
Other income                            3       -
                                  _______ _______
                                    4,245   3,861
                                   ======  ======
Income from investments
Listed in the UK                    3,585   3,656
Listed overseas                       151      43
                                  _______ _______
                                    3,736   3,699
                                   ======  ======



2.             Reconciliation of operating profit to net cash  inflow
from operating activities


                                      31 October 2008 31 October 2007
                                                £'000           £'000
Net income before  finance costs  and        (27,573)           8,108
taxation
Loss/(gain) on investments                     31,381         (5,462)
Increase in  prepayments and  accrued           (555)            (77)
income
Decrease in accruals and other                   (84)         (1,615)
creditors
                                               ______          ______
                                             3,169                954


3.             Analysis of changes in net funds


                     1 November Cashflow        Non cash   31 October
                           2007                movements         2008
                          £'000    £'000           £'000        £'000
Cash at bank              4,616    7,720               -       12,336
Zero Dividend
Preference
Liability              (45,749)                  (3,435)     (49,184)
                       (41,133)  (7,720)         (3,435)     (36,848)


Reconciliation of net cash flow to movement in net funds


                                                   2008     2007
                                                  £'000    £'000
Increase in cash for the year                     7,720    1,334
Net debt at beginning of year                  (41,133) (39,280)
Increase in Zero Dividend Preference liability  (3,435)  (3,187)
                                                 ______    _____
Net debt at end of year                        (36,848)   41,133



4.      Related parties

Mr. Nutt is a director of Jupiter Asset Management Limited and
Jupiter Investment Management Group Limited whose subsidiaries
Jupiter Asset Management Limited and Jupiter Administration Services
Limited receive investment management and administration fees as set
out below.

Jupiter Asset Management Limited is contracted to provide investment
management services to the Company (subject to termination by not
less than 12 months notice by either party) for a quarterly fee of
0.2125 per cent. of the net assets of the Company excluding the value
of any Jupiter managed investments payable in arrears on 31 January,
30 April, 31 July and 31 October in each year. Management fees of
£123,725 were outstanding as at 31 October 2008 (2007: £187,577).

Jupiter Asset Management Limited is also entitled to an investment
performance fee if Total Assets less current liabilities (after
adding back any dividends paid or performance fee accrued) at the end
of any given accounting period have increased over the greatest of
three 'high water marks', being (a) the Equity Proceeds (b) Total
Assets less current liabilities at the end of the last financial
period in respect of which a performance fee was last paid (after
deduction of the performance fee paid to the Investment Manager in
respect of that period) and (c) 1.10 multiplied by Total Assets less
current liabilities at the end of the previous accounting period
(after deduction of any performance fee paid to the Investment
Manager in respect of that period). In such circumstances, the
performance fee will amount to 15 per cent. of any such excess. The
calculation of the total amount of any performance fee will be
adjusted for the repurchase or redemption of shares in any accounting
period. The combined amount of any management and performance fees
payable in respect of any twelve month period will not exceed 5 per
cent. of the Total Assets less current liabilities of the Company. No
performance fee was payable for the year ended 31 October 2008 (2007:
nil).

Jupiter Administration Services Limited is contracted to provide
secretarial, accounting and administrative services to the Company
for an annual fee of £83,066 adjusted each year in line with the
Retail Price Index payable quarterly. None of the fee payable for the
year ended 31 October 2008 was outstanding at the year end.

5.         Going concern

The Directors have considered the end of the Company's planned life
on 30 October 2009.  Detailed proposals regarding the future of the
Company are yet to be formulated and are expected to be announced
later in the year.  The Directors believe that any proposals for the
continuation or reconstruction of the Company have a good prospect of
shareholder support based on the strong demand for longer dated ZDPs,
of which there is a scarcity in the market; potential desire of
shareholders not to crystallise capital gains and the voting patterns
of shareholders in recent comparable proposals,.

Notwithstanding the end of the Company's planned life on 30 October
2009, after making enquiries the directors have a reasonable
expectation that the Company has adequate resources to continue in
operational existence for the forseeable future.  The Directors,
having considered the prospects of shareholder support for any
proposed continuation of the Company, and the future cash flows and
resources of the Company, continue to adopt the going concern basis
in preparing the accounts.  Further information may be found under
Basis of Accounting in Note 1 of the financial statements.

The Annual Report will be sent to all registered shareholders and
copies may be obtained from the registered office of the Company at 1
Grosvenor Place, London, SW1X 7JJ.


Jupiter Asset Management Limited
Secretaries

Enquiries:
Richard Pavry
Jupiter Asset Management Limited
020 7412 0703

25 February 2009

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