EXHIBIT D


CERTIFICATE NO. ____                                                      SHARES
                                                                          _____

                CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND
                         PREFERRED SHARES -- SERIES ___
                                  NO PAR VALUE
                    $25,000 LIQUIDATION PREFERENCE PER SHARE

                                                         CUSIP NO. _____________

         This certifies that Cede & Co. is the registered owner of _________
fully paid and non-assessable shares of Preferred Shares -- Series ___, no par
value, $25,000 liquidation preference per share, of Calamos Convertible
Opportunities and Income Fund (the "Trust") transferable only on the books of
the Trust by the record holder thereof in person or by duly authorized agent
upon delivery to the Trustees or the Trust's transfer agent 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 Trust to
any shareholders upon request and without charge.

         IN WITNESS WHEREOF, the Trust has caused this Certificate to be signed
by its duly authorized officers this ____ day of _______________ 2002.


THE BANK OF NEW YORK                         CALAMOS CONVERTIBLE
as Transfer Agent and Registrar              OPPORTUNITIES AND INCOME FUND


By:_____________________________             By:_____________________________



ATTEST:


By______________________________



         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 Trust with full power of substitution in the premises.

Dated ____________, ____

In presence of

_____________________________________      _____________________________________

         Shares of Preferred Shares evidenced by this Certificate may be sold,
         transferred, or otherwise disposed of only pursuant to the provisions
         of the Trust's Agreement and Declaration of Trust and the Trust's
         Statement of Preferences.

         The Trust will furnish to any shareholder, upon request and without
         charge, the Trust's Agreement and Declaration of Trust and a full
         statement of the designations, preferences, limitations and relative
         rights of the shares of each class or series of shares of beneficial
         interest of the Trust 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 Trust.

Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trust or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.





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