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Kirkpatrick & Lockhart Nicholson Graham LLP
75 State Street
Boston, MA  02109
Tel.:  (617) 261-3246
Fax.:  (617) 261-3175


April 1, 2005

VIA EDGAR
---------

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:   Eaton Vance Tax-Managed Buy-Write Opportunities Fund
           Registration Statement on Form N-2 (333-___; 811-21735)
           ------------------------------------------------------------

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 Eaton Vance Tax-Managed Buy-Write Opportunities Fund (the
"Fund") is a 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 has filed electronically a Notification of
Registration on Form N-8A in conjunction with this filing.

     The Fund is a newly-organized, closed-end management investment company and
the Registration Statement is being filed for the purpose of registering common
shares of beneficial interest of the Fund. The registration fee for purposes of
the initial filing of $117.70 has been wired through the FEDWIRE system to the
Securities and Exchange Commission's ("SEC") account at Mellon Bank. 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.

     The SEC staff follows selective review procedures for registration
statements, set forth in Securities Act Release No. 6510 (Feb. 15, 1984), which
are applicable to all management investment company registration statements. The
staff may determine not to review a registration statement (or portions of a
registration statement) based on similarity to prior filings that have been
reviewed by the staff. Based on these procedures, a registrant may identify
portions of prior filings similar or identical to, and intended to serve as
precedent for, a current filing.

     The Fund is substantially similar to a fund currently in registration and
in this regard, the disclosure in the Registration Statement regarding the Fund
is substantially similar to that contained in the Form N-2 registration
statement filed on behalf of Eaton Vance Tax-Managed Buy-Write Income Fund

<PAGE>

(333-120666; 811-21676), pre-effective amendment No. 1 filed March 23, 2005. The
Fund's investment objectives are identical to Eaton Vance Tax-Managed Buy-Write
Income Fund, however the Fund's investment strategy differs in that its
investment program will consist of (1) owning a diversified portfolio of common
stocks, a segment of which seeks to exceed the total return performance of the
S&P 500 and a segment of which seeks to exceed the total return performance of
the NASDAQ-100, and (2) selling S&P 500 call options and NASDAQ-100 call options
on substantially the full value invested in each of those segments. The Eaton
Vance Tax-Managed Buy-Write Income Fund does not include the NASDAQ-100
component. Additional disclosure has been added to this Registration Statement
to reflect the risks associated with such exposure.

     Except as stated above, the Registration Statement is substantially
identical to the above registration statement. Thus, the staff may conclude that
the entire Registration Statement needs only cursory (if any) review.

     The Fund desires to commence the public offering of its common shares as
soon as possible and expects to begin circulating a "red herring" prospectus
during the month of May. The appropriate legends are included on the cover pages
of the prospectus and SAI. The Fund requests selective review as discussed above
and seeks comments, if any, on the Registration Statement as soon as possible.
It is expected that the Fund will file a pre-effective amendment responding to
any comments and registering additional shares promptly after the resolution of
any comments, along with a request for acceleration of effectiveness of the
Registration Statement.

     Questions should be directed to the undersigned at (617) 261-3246.



                                           Sincerely,



                                           /s/ Clair E. Pagnano
                                           --------------------
                                           Clair E. Pagnano
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