SPECIMEN CERTIFICATE ONLY                                            Exhibit (d)

CERTIFICATE                                           NUMBER OF
  NUMBER                                               SHARES
___________                                           _________

                 EATON VANCE TAX-ADVANTAGED DIVIDEND 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-Advantaged Dividend 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. 2003.

INVESTORS BANK & TRUST COMPANY                    EATON VANCE TAX-ADVANTAGED
As Transfer Agent and Registrar                   DIVIDEND INCOME FUND

By: ______________________________                By: __________________________
    Authorized Signature                              President

                                                  Attest: ______________________
                                                          Secretary



         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.