<DOCUMENT>
<TYPE>EX-99.(D)
<SEQUENCE>4
<FILENAME>b62570a1exv99wxdy.txt
<DESCRIPTION>FORM OF SPECIMEN CERTIFICATE
<TEXT>
<PAGE>

                                                                     EXHIBIT (d)

SPECIMEN CERTIFICATE ONLY


CERTIFICATE                                                           NUMBER OF
  NUMBER                                                                SHARES

------------


             EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND
         Organized Under the Laws of The Commonwealth of Massachusetts
                                 Common Shares
                            $.01 Par Value Per Share

                                                     Cusip No. _________________


         This certifies that is the owner of fully paid and non-assessable
shares of Common Shares, $.01 par value per share, of Eaton Vance Tax-Managed
Diversified Equity Income Fund (the "Fund") transferable only on the books of
the Fund by the holder thereof in person or by duly authorized Attorney upon
surrender of this Certificate properly endorsed. This Certificate is not valid
unless countersigned by the transfer agent and registrar.

         A statement in full, of all the designations, preferences,
qualifications, limitations, restrictions and special or relative rights of the
shares of each class authorized to be issued, will be furnished by the Fund to
any shareholders upon request and without charge.

         IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed
by its duly authorized officers and its Seal to be hereunto affixed
this___day___of A.D. 2005.

INVESTORS BANK & TRUST COMPANY          EATON VANCE TAX-MANAGED
FUND As Transfer Agent and Registrar    DIVERSIFIED EQUITY INCOME


By:                                     By:
     ----------------------------             ---------------------------------
     Authorized Signature                     President

                                        Attest:
                                                  -----------------------------
                                                  Secretary


<PAGE>


               FOR VALUE RECEIVED, __________________________ hereby sells,
assigns and transfers unto _____________________________ Shares represented by
this Certificate, and do hereby irrevocably constitute and appoint
__________________________ Attorney to transfer the said Shares on the books of
the within named Fund with full power of substitution in the premises.

Dated ____________________, ________________

In presence of

--------------------------                      --------------------------

         Shares of Common Shares evidenced by this Certificate may be sold,
         transferred, or otherwise disposed of only pursuant to the provisions
         of the Fund's Agreement and Declaration of Trust, as amended, a copy of
         which may be at the office of the Secretary of The Commonwealth of
         Massachusetts.

         The Fund will furnish to any shareholder, upon request and without
         charge, a full statement of the designations, preferences, limitations
         and relative rights of the shares of each class of series of capital
         stock of the Fund authorized to be issued, so far as they have been
         determined, and the authority of the Board of Trustees to determine the
         relative rights and preferences of subsequent classes or series. Any
         such request should be addressed to the Secretary of the Fund.
</TEXT>
</DOCUMENT>
