UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549
 
FORM 8-A
 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

EATON VANCE NATIONAL MUNICIPAL OPPORTUNITIES TRUST

(Exact Name of Registrant as Specified in this Charter)

     

Massachusetts

 

26-4597884

(State of Incorporation or Organization)

 

(I.R.S. Employer Identification No.)

     
     

Two International Place

   

Boston, Massachusetts

   

02110

 

(Address of Principal Executive Office)

   

(Zip Code)

 


               If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X]
 
               If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ]
 
Securities Act registration statement file number to which this form relates: 333-156948
 
Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange On Which

To Be So Registered

Each Class Is To Be Registered

   

Common Shares of Beneficial Interest,

New York Stock Exchange

$0.01 Par Value Per Share

 
   


Securities to be registered pursuant to Section 12(g) of the Act:

               None               

(Title of Class)




INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1: Description of Registrant’s Securities to be Registered.

 

The description of the Registrant’s securities to be registered is incorporated by reference to the description contained under the caption “Description of Capital Structure” in the Registrant’s Registration Statement on Form N-2 (Nos. 333-156948 and 811-22269) as filed electronically with the Securities and Exchange Commission on January 26, 2009 (Accession No. 0000940394-09-000042) (“Registration Statement on Form N-2”), as the same may be amended.



Item 2: Exhibits.
 

 

(a)

The following exhibits are being filed with the Commission:



 

1.

Registrant’s Registration Statement on Form N-2 is incorporated herein by reference.

       
 

2.

Declaration of Trust of Registrant, which was filed electronically as exhibit (a) to the Registrant’s Registration Statement on Form N-2, is incorporated herein by reference.

       
 

3.

By-Laws of Registrant, which were filed electronically as exhibit (b) to the Registrant’s Registration Statement on Form N-2, are incorporated herein by reference.




SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on behalf of the undersigned, thereto duly authorized, this 13 th day of May, 2009.
 
 

 

EATON VANCE NATIONAL MUNICIPAL OPPORTUNITIES TRUST

   
   
   
 

 

By:

     /s/ A. John Murphy

 
   

Name: A. John Murphy

 
   

Title:   Assistant Secretary