<DOCUMENT>
<TYPE>EX-99.(B)(2)
<SEQUENCE>2
<FILENAME>b63412naexv99wxbyx2y.txt
<DESCRIPTION>EX-99.(B)(2) AMENDMENT TO BY-LAWS DATED DECEMBER 11, 2006
<TEXT>
<PAGE>

                                                                  EXHIBIT (b)(2)

                                  AMENDMENT TO
                                     BY-LAWS
                                       OF
          EATON VANCE TAX-MANAGED GLOBAL DIVERSIFIED EQUITY INCOME FUND

                                December 11, 2006

Pursuant to ARTICLE XIII of the BY-LAWS of Eaton Vance Tax-Managed Global
Diversified Equity Income Fund (the "Trust"), upon vote by a majority of the
Trustees of the Trust, Section 4 and Section 7 of Article III are hereby amended
and restated in their entirety as follows:

SECTION 4. President. Subject to such supervisory powers, if any, as may be
given by the Trustees to the Chairman of the Trustees, the President shall be
the chief executive officer of the Trust and subject to the control of the
Trustees, he shall have general supervision, direction and control of the
business of the Trust and of its employees and shall exercise such general
powers of management as are usually vested in the office of President of a
corporation. In the event that the Chairman does not preside at a meeting of
shareholders or delegate such power and authority to another Trustee or officer
of the Fund, the President or his designee shall preside at such meeting. He
shall have the power to employ attorneys and counsel for the Trust and to employ
such subordinate officers, agents, clerks and employees as he may find necessary
to transact the business of the Trust. He shall also have the power to grant,
issue, execute or sign such powers of attorney, proxies, contracts, agreements
or other documents as may be deemed advisable or necessary in furtherance of the
interests of the Trust. The President shall have such other powers and duties
as, from time to time, may be conferred upon or assigned to him by the Trustees.

SECTION 7. Other Officers. Other officers elected by the Trustees shall perform
such duties as the Trustees may from time to time designate, including executing
or signing such powers of attorney, proxies, contracts, agreements or other
documents as may be deemed advisable or necessary in furtherance of the
interests of the Trust.

                               *******************
</TEXT>
</DOCUMENT>
