EXHIBIT a.2.

                              CERTIFICATE OF TRUST

                                       OF

                CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND

         The undersigned, constituting the sole member of the Board of Trustees
of the Calamos Convertible Opportunities and Income Fund (the "Trust"), in order
to form a Delaware business trust pursuant to Section 3810 of the Delaware
Business Trust Act, hereby certifies the following:

         1. The name of the Delaware business trust is Calamos Convertible
Opportunities and Income Fund.

         2. Prior to the issuance of beneficial interests, the Trust will become
a registered investment company under the Investment Company Act of 1940, as
amended.

         3. Notice is hereby given that pursuant to Section 3804 of the Delaware
Business Trust Act, the debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to a particular series of the
Trust shall be enforceable against the assets of such series only and not
against the assets of the Trust generally.

         4. The registered office of the Trust in Delaware is c/o The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

         5. The registered agent for service of process on the Trust is The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

         6. This Certificate of Trust shall be effective on the date it is filed
with the Office of the Delaware Secretary of State.

         IN WITNESS WHEREOF, the undersigned Trustee of the Trust has executed
this Certificate as of the 17th day of April, 2002.




                                         s/ John P. Calamos
                                         ---------------------------------------
                                         John P. Calamos
                                         Trustee