<DOCUMENT>
<TYPE>EX-99.(D)
<SEQUENCE>2
<FILENAME>b55027a1exv99wxdy.txt
<DESCRIPTION>FORM OF SPECIMEN CERTIFICATE FOR COMMON SHARES OF BENEFICIAL INTEREST
<TEXT>
<PAGE>
                                                                     Exhibit (d)

SPECIMEN CERTIFICATE ONLY

CERTIFICATE                                              NUMBER OF
  NUMBER                                                  SHARES

___________                                              _________

              EATON VANCE TAX-MANAGED BUY-WRITE OPPORTUNITIES 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 Buy-Write Opportunities 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 BUY-WRITE
As Transfer Agent and Registrar         OPPORTUNITIES FUND


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>
