<DOCUMENT>
<TYPE>EX-99.2B
<SEQUENCE>5
<FILENAME>tmpiofbylawamdmt.txt
<DESCRIPTION>(EXHIBIT (B)(2))
<TEXT>

                           AMENDMENT TO BY-LAWS
                                    OF
         EATON VANCE TAX-MANAGED PREMIUM AND INCOME OPPORTUNITIES FUND


                           November 9, 2005


Pursuant to ARTICLE XIII of the BY-LAWS of Eaton Vance Tax-Managed Premium and
Income Opportunities Fund (the "Trust"), upon the unanimous written consent of
the Trustees of the Trust, the BY-LAWS of the Trust are amended to reflect the
change of name of the Trust to Eaton Vance Tax-Managed Premium and Dividend
Income Fund.

                          *******************

</TEXT>
</DOCUMENT>
