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            [KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP LETTERHEAD]



June 24, 2005

Vincent J. Di Stefano, Esq.
Senior Counsel
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, DC  20949

Re:   Eaton Vance Tax-Managed Buy-Write Opportunities Fund

      File Nos. 333-123770 and 811-21735

Dear Mr. Di Stefano:

      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 Pre-Effective Amendment No. 2 to the Fund's registration statement on
Form N-2 relating to Registrant's initial issuance of common shares of
beneficial interest, par value $.01 per share ("Pre-Effective Amendment No. 2").
In connection with this Pre-Effective Amendment No. 2, the Fund is registering
70,000,000 shares of beneficial interest, par value $.01 per share ("Shares"),
under the Securities Act of 1933, as amended, pursuant to a registration
statement on Form N-2 (File No. 333-123770), as amended ("Registration
Statement"), in the amounts set forth under "Amount Being Registered" on the
facing page of the Registration Statement.

      Thank you for your letter transmitting your comments concerning the
Registration Statement on Form N-2 for the Fund filed with the Securities and
Exchange Commission ("SEC") on April 1, 2005. For your convenience of reference,
we have restated each of your comments below followed by the Fund's response. As
we discussed, and as indicated below, a number of these comments have been
addressed in Pre-Effective Amendment No. 1 to the Fund's Registration Statement
filed with the Commission on May 25, 2005 ("Pre-Effective Amendment No. 1"). The
remaining responses are addressed in this Pre-Effective Amendment No. 2. In
connection with this Pre-Effective Amendment No. 2, both the underwriters and
the Fund formally request acceleration of effectiveness of the Registration
Statement to 10:00 a.m.. on Monday, June 27, 2005.
<PAGE>
PROSPECTUS

COVER

COMMENT 1: Please confirm that Eaton Vance will not recoup from the Fund any
offering or organization cost reimbursements it makes to the Fund. Please
include the reimbursement agreement as an exhibit to the Registration Statement.

RESPONSE: Eaton Vance confirms that it will not recoup offering and organization
cost reimbursements from the Fund. The organizational and expense reimbursement
agreement will be filed as Exhibit (k)(4) to Pre-Effective Amendment No. 2.

COMMENT 2: Please indicate that the Fund will obtain current income primarily
from short-term gains, some of which will not receive qualified dividend status.
Also, please make more prominent the disclosure that the Fund will seek to
generate current earnings from option premiums and, to a lesser extent, from
dividends on stocks held.

RESPONSE: In response to the second part of the staff's comment, in
Pre-Effective Amendment No. 1 this sentence appears in bold face and has been
moved to appear as the first sentence of a new second paragraph under the cover
page heading "Portfolio contents." In response to the first part of the staff's
comment, the following disclosures were added in Pre-Effective Amendment No. 1
as the remainder of this new second paragraph under such heading. In this
regard, the Fund notes supplementally that it does not believe that a
substantial portion of its current earnings is likely to be taxable to
shareholders at rates applicable to ordinary income because of the tax treatment
of the options contracts the Fund will generally write, the focus on receiving
dividend income that is qualified dividend income and the application of the
various tax-management techniques described in the prospectus.

            "THE FUND SEEKS TO GENERATE CURRENT EARNINGS FROM OPTIONS PREMIUMS
            AND, TO A LESSER EXTENT, FROM DIVIDENDS ON STOCKS HELD. THE FUND
            GENERALLY INTENDS TO SELL INDEX OPTIONS THAT QUALIFY FOR TREATMENT
            AS "SECTION 1256 CONTRACTS" ON WHICH CAPITAL GAINS AND LOSSES ARE
            GENERALLY TREATED AS 60% LONG-TERM AND 40% SHORT-TERM, REGARDLESS OF
            HOLDING PERIOD. THE FUND INTENDS TO EMPLOY A VARIETY OF
            TAX-MANAGEMENT TECHNIQUES AND STRATEGIES AS DESCRIBED HEREIN,
            SEEKING IN PART TO MINIMIZE THE FUND'S ORDINARY INCOME AND ITS NET
            REALIZED SHORT-TERM CAPITAL GAINS IN EXCESS OF NET REALIZED
            LONG-TERM CAPITAL LOSSES. TO THE EXTENT THAT THE FUND'S ORDINARY
            INCOME AND NET REALIZED SHORT-TERM GAINS OVER NET REALIZED LONG-TERM
            LOSSES EXCEED FUND EXPENSES, DIVIDENDS WITH RESPECT TO SUCH AMOUNTS
            WHEN PAID TO COMMON SHAREHOLDERS WILL BE TAXABLE AS ORDINARY
            INCOME."


                                       2
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COMMENT 3: Please disclose for whom an investment in the Fund would be
appropriate.

RESPONSE: The Fund directs the staff's attention to the second paragraph under
"Exchange listing" on the inside front cover of the prospectus as was filed in
the initial Registration Statement. The Fund confirms such information will
remain in the same place in any subsequent amendment filing. This disclosure is
substantially similar to that provided in response to an identical staff comment
in connection with the recent offering of Eaton Vance Tax-Managed Buy-Write
Income Fund and reads as follows:

            "EATON VANCE BELIEVES THAT THE FUND MAY BE APPROPRIATE FOR INVESTORS
            SEEKING AN INVESTMENT VEHICLE THAT COMBINES REGULAR DISTRIBUTION OF
            CURRENT EARNINGS AND THE POTENTIAL FOR CAPITAL APPRECIATION. THE
            FUND MAY BE PARTICULARLY WELL SUITED FOR TAXPAYING INVESTORS WHO CAN
            BENEFIT FROM THE MINIMIZATION AND DEFERRAL OF FEDERAL INCOME TAXES
            THAT THE FUND SEEKS TO PROVIDE."

COMMENT 4: Please confirm that the disclosure of the Fund's lack of trading
history and attendant risks, and all remaining disclosure required by Item
1.1.i. of Form N-2 will appear on the outside front cover page of the prospectus
and will be prominent. See Item 1.1.i of Form N-2.

RESPONSE: The Fund confirms that the subject disclosure appears in a prominent
place on the outside cover page in Pre-Effective Amendment No. 1 and will remain
in such place in Pre-Effective Amendment No. 2.

COMMENT 5: Please delete the disclosure to the effect that the prospectus is
accurate only as of its effective date; and disclose that the Fund will notify
investors promptly of any material changes.

RESPONSE: In Pre-Effective Amendment No. 1, the Fund deleted this disclosure as
requested. In Pre-Effective Amendment No. 1, the Fund replaced that sentence
with the sentence set forth below.

            "THE FUND WILL NOTIFY SHAREHOLDERS PROMPTLY OF ANY MATERIAL CHANGE
            TO THIS PROSPECTUS DURING THE PERIOD THE FUND IS REQUIRED TO DELIVER
            THE PROSPECTUS."

SUMMARY

INVESTMENT OBJECTIVES AND POLICIES

COMMENT 6: Please summarize the criteria the Adviser and Sub-Advisers will use
to select stocks for the Fund's portfolio.


                                       3
<PAGE>
RESPONSE: In response to the staff's comment, the Fund notes that the following
statement was included in the initial Registration Statement at the end of the
fourth paragraph under the heading "Investment Selection Strategies" in the
summary and in the body of the prospectus under "Investment Objectives and
Policies -- Investment Strategy". The Fund believes that this statement
adequately addresses the staff's comment and that additional disclosure is not
necessary. The Fund further notes that a substantially similar comment was made
by the staff with respect to the recent offering of Eaton Vance Tax-Managed
Buy-Write Income Fund. In that case, the Eaton Vance Tax-Managed Buy-Write
Income Fund directed the staff's attention to disclosure concerning the
investment process that is substantially similar to that in the prospectus and
noted below.

            "PARAMETRIC WILL CONSIDER A VARIETY OF FACTORS IN CONSTRUCTING AND
            MAINTAINING THE FUND'S STOCK PORTFOLIO, INCLUDING, BUT NOT LIMITED
            TO, STOCK PERFORMANCE RATINGS AS DETERMINED BY THE ADVISER, STOCK
            DIVIDEND YIELDS, OVERLAP BETWEEN THE FUND'S STOCK HOLDINGS AND THE
            S&P 500 AND THE NASDAQ-100, PROJECTED TRACKING OF THE FUND'S STOCK
            HOLDINGS VERSUS A BLEND OF THE S&P 500 AND THE NASDAQ-100,
            REALIZATION OF LOSS HARVESTING OPPORTUNITIES AND OTHER TAX
            MANAGEMENT CONSIDERATIONS. THE ADVISER'S EVALUATION OF THE FUTURE
            PERFORMANCE POTENTIAL OF INDIVIDUAL STOCKS WILL BE ONE AMONG SEVERAL
            CONSIDERATIONS IN PORTFOLIO CONSTRUCTION AND WILL NOT, ON A
            STANDALONE BASIS, BE DETERMINATIVE OF PORTFOLIO CONSTRUCTION. THE
            ADVISER'S STOCK RATINGS WILL BE BASED PRIMARILY ON FUNDAMENTAL
            RESEARCH."

COMMENT 7: Does the Fund have an opinion of tax counsel? If so, please file as
an exhibit to the registration statement.

RESPONSE: In connection with the recent offering of Eaton Vance Tax-Managed
Buy-Write Income Fund, Eaton Vance received an opinion of special tax counsel
with respect to substantially identical issues presented by the Fund relating to
the characterization of index call options as Section 1256 contracts under the
Internal Revenue Code. Such counsel has subsequently advised Eaton Vance that it
is not aware of any intervening changes in the laws or regulations relating to
these issues. The Fund notes that the tax counsel who prepared such opinion has
not authorized the dissemination to other parties or the public filing of such
opinion. In view of the absence of changes in applicable laws and regulations
and in order to avoid unnecessary expense, the Fund does not intend to obtain an
additional tax opinion with respect to the offering of the Fund.

COMMENT 8: Disclosure in this section indicates the Fund will hold portfolios of
stocks "similar to" the indexes on which the Fund will write call options.
Please explain supplementally whether this "similarity" will have the effect of
making these positions straddles?

                                       4
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RESPONSE: To avoid being subject to the "straddle rules" under federal income
tax law, the Fund intends to limit the overlap between it stock holdings (and
any subset thereof) and each of the S&P 500 and the NASDAQ-100 to less than 70%
on an on-going basis. Statements to this effect are contained in the following
sections of the prospectus: Summary -- fourth and seventh paragraphs under
"Investment Selection Strategies;" Summary -- in sub-section titled "Risks of
selling index call options;" Body -- under the heading "Investment Objectives
and Policies" the fourth paragraph under sub-heading "Investment strategy;" Body
-- under the heading "Investment Objectives and Policies" the second paragraph
under sub-heading "Tax-managed investing;" and in the Body -- under the heading
"Risks" the first paragraph under the sub-heading "Risk of Selling Index Call
Options."

UNDERWRITING

COMMENT 9: The disclosure indicates the Fund has agreed not to offer, sell or
register any additional equity securities, other than common shares, for 180
days after the date of the underwriting agreement without the prior written
consent of the Representatives. Please advise us in your response letter whether
the Fund's Board considered this to be in the shareholders' best interest and,
if so, why.

RESPONSE: The Fund notes that the staff has made substantially identical
comments in connection with other recent offerings of Eaton Vance closed-end
funds. As in those cases, the Fund's Board considered this term of the
underwriting arrangements in the context of its approval of the entire
underwriting agreement. It determined that the overall arrangement was
acceptable and in the best interest of the Fund. Although the Board did not make
a specific finding that the particular term noted was in shareholder's best
interest, we note, however, that such provisions are present in nearly all
underwriting agreements for closed-end funds. The purpose of such a provision is
to protect the interests of shareholders purchasing shares in the initial
offering and during the early period of the development of the secondary market
for such shares. In particular, this provides some assurance to shareholders
purchasing in the initial offering based upon the prospectus that a sufficient
period of time will be permitted for a market to develop and mature before the
Fund takes an action that potentially could dilute the value of outstanding
shares and/or potentially otherwise disrupt the optimal development and
functioning of the market for such shares.

COMMENT 10: Did the Fund's Board consider the fee arrangement between the
Adviser and qualifying underwriters when approving the Advisory Agreement?
Please indicate what services are provided pursuant to the fee arrangement.
Clarify whether the services are for distribution and therefore subject to the
NASD sales load cap. Please file the agreement as an exhibit (d) to the
registration statement.

RESPONSE: The Fund notes that this comment is substantially identical that made
in connection with the recent offerings of Eaton Vance Tax-Managed Buy-Write
Income Fund and Eaton Vance Enhanced Equity Income Fund. As in those cases, the
Fund confirms that its Board did consider the fee arrangements between Eaton
Vance Management, as the adviser, and Merrill

                                       5
<PAGE>
Lynch and the qualifying underwriters, if any, and the structuring fee agreement
with UBS Securities LLC in approving the Advisory Agreement.

      As described in detail in the sub-section "Additional Compensation to
Underwriter and Other Relationships" in the "Underwriting" section of the
prospectus the Adviser (and not the Fund): (1) will pay a quarterly fee to
Merrill Lynch at the annual rate of .15% of the Fund's average total assets, (2)
will pay other qualifying underwriters that meet certain sales targets an
additional payment from Eaton Vance for achieving these targets, and (3) will
pay to UBS Securities LLC a structuring fee in the form of a one-time payment.
The fee payments to Merrill Lynch and qualifying underwriters will remain in
effect only so long as the Advisory Agreement remains in effect. The additional
compensation and structuring fee arrangements are distribution related. Merrill
Lynch and the qualifying underwriters have agreed to provide upon request of the
Adviser, certain after-market support services to the Adviser designed to
maintain the visibility of the Fund on an ongoing basis, information, studies or
reports regarding the Fund and the closed-end investment company industry, and
advice as to strategies for addressing any discount of the market value of the
Fund's common shares to its net asset value. UBS Securities LLC will receive the
structuring fee payment for advice relating to the structure and design of the
Fund and the organization of the Fund as well as services related to the sale
and distribution of the Fund. This disclosure, when finalized, will contain
statements of the total percentages and limits on such additional compensation
and structuring fee payment. It is not possible to fully calculate and include
this information in advance of pricing since the number and names of qualifying
underwriters will not be known until that time. The Fund confirms, consistent
with the above cited disclosures, that the compensation provided pursuant to the
Additional Compensation Agreements and the Structuring Fee Agreement is subject
to the NASD's sales load cap and in that respect will not exceed such cap
imposed.

      A form of Additional Compensation Agreement was filed as Exhibit (k)(5) in
Pre-Effective Amendment No. 1. A form of Additional Compensation and form of
Structuring Fee Agreement will be filed as Exhibits (k)(6) and (k)(7),
respectively in Pre-Effective Amendment No. 2.

COMMENT 11: Please advise whether the NASD has reviewed and approved the terms
of the underwriting agreement including the fee arrangement.

RESPONSE: The Fund confirms that the NASD is reviewing the terms of the
underwriting agreement and the Fund expects the NASD to provide final approval
of such agreement prior to effectiveness of the Registration Statement.

COMMENT 12: Please insert a leading "Additional Compensation to Underwriters"
before the paragraph describing the additional compensation agreement between
Eaton Vance and certain qualifying underwriters. Also, please clarify that the
additional compensation payable to the underwriters, together with all other
compensation payable to the underwriters, will not exceed the designated
percentage of the aggregate initial offering price of the Common shares offered.
Finally, please include the additional compensation in the table on the front
cover of the prospectus.

                                       6
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RESPONSE: The Fund notes that this comment is substantially identical that made
in connection with the recent offering of Eaton Vance Tax-Managed Buy-Write
Income Fund, and the Fund is responding in a substantially identical manner as
in that offering. As in that case, the requested heading was inserted at the
beginning of this paragraph in Pre-Effective Amendment No. 1 for the Fund. In
regard to the second portion of the staff's comment, the Fund directs the
staff's attention to the last sentence of that first paragraph, the Fund
believes this sentence fully responds to the staff's comment. In response to the
final portion of the staff's comment, the Fund notes that such compensation is
not payable by the Fund or its common shareholders. Rather it is paid entirely
by Eaton Vance. Accordingly, the Fund does not believe that it should or can
properly be reflected in a table designed to show offering expenses borne by
common shareholders and the net proceeds to the Fund. The Fund notes that its
responses to this portion of the staff's comment are identical to those made in
response to the same comment received by the staff in connection with the very
recent offering of Eaton Vance Tax-Managed Buy-Write Income Fund.

STATEMENT OF ADDITIONAL INFORMATION

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

COMMENT 13: This disclosure does not contain a reasonably detailed discussion of
the material factors that formed the basis for the Board of Directors approving
the investment advisory contract. Please include this information in the
disclosure. See Instruction to Item. 18.13 of Form N-2.

RESPONSE: The disclosure in Pre-Effective Amendment No. 1 is substantially
identical to the disclosure regarding this issue in the recent offerings of
Eaton Vance Tax-Managed Buy-Write Income Fund, Eaton Vance Enhanced Equity
Income Fund II, Eaton Vance Enhanced Equity Income Fund, Eaton Vance
Tax-Advantaged Global Dividend Income Fund, Eaton Vance Tax-Advantaged Global
Dividend Opportunities Fund and Eaton Vance Floating-Rate Income Trust. This
disclosure was significantly expanded in response to an identical staff comment
for Eaton Vance Senior Floating-Rate Trust, another recent offering. The staff
there indicated that it was satisfied with the revised disclosure. Accordingly,
the Fund believes that this disclosure fully addresses the staff's comment and
disagrees that Item 18.13 of Form N-2 requires additional disclosure. The Fund
notes that certain additional disclosures were made upon request of the staff in
connection with the recent offering of Eaton Vance Short-Duration Diversified
Income Fund. However, the Fund maintains that such disclosures were uniquely
appropriate in that case because of the highly unusual nature of the calculation
of the management fee paid by that fund.

CLOSING

COMMENT 14: We note that portions of the filing are incomplete. We may have
additional comments on such portions when you complete them in a pre-effective
amendment, on disclosures made in response to this letter, on information
supplied supplementally, or on exhibits added in any pre effective amendments.
Please note that comments we give in one section apply to other sections in the
filing that contain the same or similar disclosure.

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<PAGE>
RESPONSE: The Fund understands this comment. All responses to your comments are
provided herein and detailed in the enclosed marked portions of the Registration
Statement.

COMMENT 15: Please advise us if you have submitted or expect to submit an
exemptive application or no-action request in connection with your registration
statement.

RESPONSE: In September of 2003, Eaton Vance Qualified Dividend Income Fund filed
an application for an exemptive order that would permit it and other
thereinafter created Eaton Vance closed-end funds to include long-term capital
gains in distributions to shareholders more frequently than otherwise permitted
by Section 19(b) of the Investment Company Act of 1940 and the rules thereunder.
The Fund may rely on such exemptive relief if granted and it is expected that
the exemptive application will soon be amended to add the Fund and other
subsequently created Eaton Vance closed-end funds as parties. The Fund will not
engage in such a distribution policy prior to obtaining the requisite exemptive
relief and such relief is not necessary for the Fund to conduct its operations
as contemplated by the Registration Statement.

COMMENT 17: Please inform the staff of the information the Fund proposes to omit
from the final pre-effective amendment pursuant to Rule 430A under the
Securities Act.

RESPONSE: The Fund has only omitted certain pricing information from
Pre-Effective Amendment No. 2. This includes the total number of shares sold,
the total proceeds of the offering, the total sales loads paid and the
allocation of shares sold among the several underwriters. This information has
been omitted, as it was not known at the time of filing. Per standard
underwriting procedures, definitive "sizing" of the offering will take place
within a day or two of the date the Registration Statement is declared
effective. The Fund intends to file pursuant to Rule 497(h) a definitive
prospectus and SAI containing any omitted information in compliance with the
requirements of Rule 430A.

DECLARATION OF EFFECTIVENESS

      In connection with the Fund's and the underwriter's request for
acceleration of effectiveness of the Registration Statement included in this
Pre-Effective Amendment No. 2, the Fund will acknowledge in such request that:

1. Should the Commission or the staff acting pursuant to delegated authority
declare the registration statement effective, such action does not foreclose any
action by the Commission with respect to the filing;

2. The action of the Commission or the staff acting pursuant to delegated
authority in declaring the filing effective does not relieve the Fund of
responsibility for the adequacy and accuracy of the disclosure in the filing;
and

3. The Fund will not assert the staff's acceleration of effectiveness of the
filing as a defense in any proceeding initiated by the Commission or any other
person under the federal securities laws.

                                       8
<PAGE>
      Furthermore, the Fund is aware that the Division of Enforcement has access
to all information provided to the staff of the Division of Investment
Management in connection with its review of and the Fund's comments on this and
other filings made with respect to the Registration Statement.

STATEMENT OF ASSETS AND LIABILITIES

COMMENT: The staff notes that there is missing information under the heading
"Liabilities" in line item "Net assets applicable to __________ common shares of
beneficial interest issued and outstanding."

RESPONSE: The information was inadvertently left out and the Fund confirms that
the number of shares has been included and will appear in PEA No. 2. The
disclosure now reads:

            "NET ASSETS APPLICABLE TO 5,000 COMMON SHARES OF BENEFICIAL INTEREST
            ISSUED AND OUTSTANDING."

COMMENT: The staff believes, given that the Fund will engage in significant
option activity there should be included in the footnotes expanded options
disclosure.

RESPONSE: Upon discussion with the staff accountants, it has been agreed that
the Fund will not include additional disclosure at this time, but will consider
adding additional disclosure in future Eaton Vance closed-end fund offerings
that have a strategy of engaging in significant option activities.



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                                    * * * * *

      As agreed to in our telephone conversations, we believe that this
submission fully responds to your comments. Please feel free to call me at any
time at 617-261-3246. In my absence, please address any questions or concerns to
Mark Goshko at 617-261-3163.

                                                Sincerely,



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



Enclosures

cc:   Richard Pfordte
        Securities and Exchange Commission, Division of Investment Management
      Frederick S. Marius
          Eaton Vance Management
      Mark P. Goshko
          Kirkpatrick & Lockhart Nicholson Graham LLP
      Leonard Mackey
          Clifford Chance US LLP
      Allison Harlow
          Clifford Chance US LLP
      Matthew Tasto
          Clifford Chance US LLP


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