UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 24, 2006

      EATON VANCE CORP.       

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (617) 482-8260

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

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INFORMATION INCLUDED IN THE REPORT

Item 9.01.     Financial Statements and Exhibits

                      Registrant has reported its results of operations for the three and six months ended April 30, 2006, as described in Registrant’s news release dated May 24, 2006, a copy of which is filed herewith as Exhibit 99.1 and incorporated herein by reference.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

				EATON VANCE CORP.
				(Registrant)
Date:		May 24, 2006		/s/ William M. Steul
				William M. Steul, Chief Financial Officer

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EXHIBIT INDEX

     Each exhibit is listed in this index according to the number assigned to it in the exhibit table set forth in Item 601 of Regulation S-K. The following exhibit is filed as part of this Report:

Exhibit No.		Description
99.1		Copy of Registrant's news release dated May 24, 2006.

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Exhibit 99.1

May 24, 2006

FOR IMMEDIATE RELEASE

EATON VANCE CORP.

REPORT FOR THE THREE MONTHS AND SIX MONTHS ENDED APRIL 30, 2006

Boston, MA--Eaton Vance Corp. reported diluted earnings per share of $0.29 in the second quarter of fiscal 2006 compared to diluted earnings per share of $0.23 in the second quarter of fiscal 2005, an increase of 26 percent. The Company earned $0.57 per diluted share in the first six months of fiscal 2006, an increase of 24 percent compared to earnings of $0.46 per diluted share in the first six months of fiscal 2005.

In the second quarter of fiscal 2006, Eaton Vance accelerated non-cash amortization by $8.9 million or $0.04 per diluted share to write off intangible assets relating to the termination of certain institutional and high-net-worth asset management contracts at the Company’s Fox Asset Management LLC subsidiary. The amortization expense is included in other expenses in the Company’s Consolidated Statements of Income for both the three and six-month periods ended April 30, 2006. These contracts were identified and accounted for as intangible assets at the time of the Fox acquisition in September 2001. Assets under management at Fox have remained relatively stable despite the attrition of assets managed under the original contracts acquired as these assets have been replaced over time by other managed assets.

Assets under management of $118.8 billion at the end of the second quarter of fiscal 2006 were $20.0 billion or 20 percent greater than the $98.8 billion at the end of the second fiscal quarter last year. In the 12-month period ended April 30, 2006, the Company’s assets under management were positively affected by long-term fund and separate account net inflows of $8.9 billion, market price appreciation of $9.8 billion and $0.6 billion of acquired separate accounts. Gross sales and inflows of long-term funds and separate accounts in the last 12 months were $25.6 billion.

Fund and separate account net inflows of $2.8 billion increased 33 percent in the second quarter of fiscal 2006 compared to net inflows of $2.1 billion in the second quarter of fiscal 2005. The Company did not offer a closed-end fund in the second quarter of fiscal 2006. Excluding closed-end funds flows, total fund and separate account net inflows increased 170 percent in the second quarter of fiscal 2006 compared to the second quarter of fiscal 2005.

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The Company experienced institutional and high-net-worth separate account net inflows of $156 million in the second quarter of fiscal 2006 compared to net outflows of $373 million in the second quarter of fiscal 2005. Retail managed account net inflows were $391 million in the second quarter of fiscal 2006 compared to $474 million in the same period last year. Attached tables 1-4 summarize assets under management and asset flows by investment objective.

As a result of higher average assets under management, revenue in the second quarter of fiscal 2006 increased by $29.0 million or 16 percent to $211.5 million compared to revenue in the second quarter of fiscal 2005 of $182.5 million. Investment adviser and administration fees increased 20 percent to $145.3 million, compared to the 17 percent increase in average assets under management. Distribution and underwriter fees increased 4 percent, reflecting the continuing shift in sales and assets from class B mutual fund shares to other fund share classes and other managed assets with low or no distribution fees. Service fee revenue increased 17 percent due to the increase in average fund assets that pay these fees. Other revenue decreased 20 percent primarily because of investment income earned last year by an investment company that after April 2005 was no longer consolidated.

Operating expenses increased 18 percent in the second quarter of fiscal 2006 to $150.9 million compared to operating expense of $127.7 million in the second quarter of fiscal 2005, because of higher compensation, service fee, distribution and other expenses. Compensation expense increased 16 percent because of increases in employee headcount, higher sales and asset based marketing incentive costs and higher operating income-based management bonus accruals.

Amortization of deferred sales commissions declined $3.6 million or 21 percent in the second quarter of fiscal 2006 compared to the second quarter of fiscal 2005 primarily because of the continuing decline in class B share sales and assets under management. Service fee expense increased 12 percent in line with the increase in assets that have service fee revenue. Distribution expense increased 21 percent as a result of increases in sales support expenses, class A and C share fund distribution fees and closed-end fund fees. Other expenses increased 71 percent primarily because of the aforementioned acceleration of amortization and other fund, information technology, communications, and other miscellaneous expenses.

Operating income increased 11 percent in the second quarter of fiscal 2006 to $60.6 million compared to $54.8 million in the second quarter of fiscal 2005. Operating income was reduced in the second quarter of fiscal 2006 and fiscal 2005 by $8.0 million and $6.9 million respectively, for non-cash stock-based compensation as required by Statement of Financial Accounting Standards (SFAS) No. 123R. A Stock-Based Compensation Summary table showing the impact of SFAS 123R on the Company’s financial statements is attached to the release. As previously discussed, operating income was also reduced by $8.9 million in the second quarter of fiscal 2006 and by $0.9 million in the second quarter of fiscal 2005 because of accelerated amortization relating to Fox Asset Management.

Net income increased 23 percent to $39.9 million in the second quarter of fiscal 2006 compared to $32.5 million in the second quarter of fiscal 2005. Interest income increased 91 percent because of higher interest earned on cash and short-term investments. The Company’s effective tax rate, before minority interest and equity in net income of affiliates, was 38.5 percent in the second quarter of fiscal 2006 and 37.9 percent in the second quarter of fiscal 2005.

Cash, cash equivalents and short-term investments were $286.5 million on April 30, 2006, and $284.8 million April 30, 2005. The Company’s strong operating cash flow in the last 12 months allowed it to pay $135.9 million to repurchase 5.2 million shares of its non-voting common stock and $46.8 million in dividends to shareholders. There are currently no outstanding borrowings against the Company’s $180 million credit facility.

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During the first six months of fiscal 2006, the Company repurchased and retired 2.8 million shares of its non-voting common stock at an average price of $27.63 per share under its current and prior repurchase authorizations. Approximately 2.5 million shares remained of the current 8.0 million share authorization on April 30, 2006.

Eaton Vance Corp., a Boston-based investment management firm, is traded on the New York Stock Exchange under the symbol EV.

This news release contains statements that are not historical facts, referred to as “forward- looking statements.” The Company’s actual future results may differ significantly from those stated in any forward-looking statements, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and repurchases of fund shares, the continuation of investment advisory, administration, distribution and service contracts, and other risks discussed from time to time in the Company’s filings with the Securities and Exchange Commission.

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Eaton Vance Corp.
Summary of Results of Operations
(in thousands, except per share amounts)
		Three Months Ended												Six Months Ended
		April 30,				April 30,				%				April 30,				April 30,				%
		2006				2005				Change				2006				2005				Change
Revenue:
Investment adviser and administration fees		$		145,284		$		121,361		20		%		$ 287,353				$		240,276		$ 20		%
Distribution and underwriter fees				35,090				33,809		4				70,267						68,869		2
Service fees				29,346				25,139		17				58,003						50,616		15
Other revenue								2,195		(20)						2,199				4,521		(51)
Total revenue				211,472				182,504		16				417,822						364,282		15
Expenses:
Compensation of officers and employees				58,489				50,578		16				119,938						100,129		20
Amortization of deferred sales commissions				13,308				16,907		(21)				27,048						34,947		(23)
Service fee expense				22,971				20,594		12				45,834						41,766		10
Distribution expense				27,979				23,194		21				54,104						46,113		17
Other expenses				28,108				16,445		71				46,203						31,032		49
Total expenses				150,855				127,718		18				293,127						253,987		15
Operating Income				60,617				54,786		11				124,695						110,295		13
Other Income/(Expense):
Interest income								1,057		91						3,742				1,766		112
Interest expense				(360)						(3)						(724)				(732)		(1)
Gain on investments										n/a						3,547				87		n/a
Foreign currency gain (loss)				(71)						n/a						(127)				25		n/a
Impairment loss on investments				-				(1,840)		n/a						(592)				(1,840)		n/a
Income Before Income Taxes, Minority Interest
Equity in Net Income (Loss) of Affiliates and
Cumulative Effect of Change in Accounting Principle				65,092				53,712		21				130,541						109,601		19
Income Taxes				(25,074)				(20,338)		23				(50,217)						(41,534)		21
Minority Interest				(1,271)				(1,208)		5				(2,820)						(2,608)		8
Equity in Net Income (Loss) of Affiliates, Net of Tax										n/a						2,153				(207)		n/a
Net Income Before Cumulative Effect of Change in
Accounting Principle				39,900				32,536		23				79,657						65,252		22
Cumulative Effect of Change in Accounting Principle,
Net of Tax				-				-		n/a						(626)				-		n/a
Net Income		$		39,900		$		32,536		23				$ 79,031				$		65,252		21
Earnings Per Share Before Cumulative Effect of
Change in Accounting Principle:
Basic		$		0.31		$		0.25		24				$		0.62		$		0.49		27
Diluted		$		0.29		$		0.23		26				$		0.57		$		0.46		24
Earnings Per Share:
Basic		$		0.31		$		0.25		24				$		0.61		$		0.49		25
Diluted		$		0.29		$		0.23		26				$		0.57		$		0.46		24
Dividends Declared, Per Share		$		0.10		$		0.08		25				$		0.20		$		0.16		25
Weighted Average Shares Outstanding:
Basic				128,447				132,121		(3)				128,859						132,826		(3)
Diluted				138,736				140,954		(2)				138,942						141,636		(2)

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Eaton Vance Corp.
Balance Sheet
(in thousands, except per share figures)
		April 30,		October 31,				April 30,
		2006		2005				2005
ASSETS
Current Assets:
Cash and cash equivalents		$ 158,060		$		146,389		$ 158,814
Short-term investments		128,427				127,858		125,953
Investment adviser fees and other receivables		90,066				83,868		32,506
Other current assets		6,029				10,473		6,217
Total current assets		382,582				368,588		323,490
Other Assets:
Deferred sales commissions		116,148				126,113		140,028
Goodwill		89,634				89,634		89,281
Other intangible assets, net		31,580				40,644		41,537
Long-term investments		53,850				61,766		40,071
Equipment and leasehold improvements, net		18,247				12,764		12,224
Other assets		2,061				3,035		4,416
Total other assets		311,520				333,956		327,557
Total assets		$ 694,102		$		702,544		$ 651,047
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accrued compensation		$ 40,832		$		62,880		$ 32,628
Accounts payable and accrued expenses		30,939				27,987		24,078
Dividend payable		12,833				12,952		10,506
Other current liabilities		7,011				12,538		9,144
Total current liabilities		91,615				116,357		76,356
Long-Term Liabilities:
Long-term debt		76,027				75,467		74,900
Deferred income taxes		26,616				29,804		31,388
Total long-term liabilities		102,643				105,271		106,288
Total liabilities		194,258				221,628		182,644
Minority interest		10,799				4,620		4,472
Commitments and contingencies		-				-		-
Shareholders' Equity:
Common stock, par value $0.00390625 per share:
Authorized, 1,280,000 shares
Issued, 309,760 shares		1				1		1
Non-voting common stock, par value $0.00390625 per share:
Authorized, 190,720,000 shares
Issued, 127,613,866, 129,243,023 and 131,565,793 shares, respectively		498				505		513
Notes receivable from stock option exercises		(2,204)				(2,741)		(2,862)
Accumulated other comprehensive income		3,192				2,566		1,996
Retained earnings		487,558				475,965		464,283
Total shareholders' equity		489,045				476,296		463,931
Total liabilities and shareholders' equity		$ 694,102		$		702,544		$ 651,047

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Table 1
Asset Flows (in millions)
Twelve Months Ended April 30, 2006
Assets 4/30/2005 - beginning of period		$		98,768
Long-term fund sales and inflows				19,624
Long-term fund redemptions and outflows				(11,903)
Long-term fund net exchanges				(27)
Long-term fund mkt. value change				6,325
Institutional and HNW account inflows				2,819
Institutional and HNW account outflows				(3,154)
Institutional and HNW assets acquired1,2				555
Retail managed account inflows				3,143
Retail managed account outflows				(1,632)
Separate account mkt. value change				3,466
Change in money market funds				784
Net change				20,000
Assets 4/30/2006 - end of period		$		118,768

Table 2
Assets Under Management
By Investment Objective (in millions)
		April 30,				October 31,				%		April 30,				%
		2006				2005				Change		2005				Change
Equity funds		$		50,116		$		45,146		11%		$		39,104		28%
Fixed income funds				19,588				18,603		5%				17,958		9%
Bank loan funds				17,792				16,816		6%				16,416		8%
Money market funds				1,091				278		292%				307		255%
Separate accounts				30,181				27,650		9%				24,983		21%
Total		$		118,768		$		108,493		9%		$		98,768		20%

Table 3
Asset Flows by Investment Objective (in millions)
		Three Months Ended								Six Months Ended
		April 30,				April 30,				April 30,		April 30,
		2006				2005				2006		2005
Equity fund assets - beginning of period		$		48,129		$		39,329		$ 45,146		$		36,895
Sales/inflows				1,991				1,705		3,672				3,762
Redemptions/outflows				(1,229)				(1,191)		(2,661)				(2,185)
Exchanges				12				11		37				30
Market value change				1,213				(750)		3,922				602
Net change				1,987				(225)		4,970				2,209
Equity assets - end of period		$		50,116		$		39,104		$ 50,116		$		39,104
Fixed income fund assets - beginning of period				19,149				17,710		18,603				17,553
Sales/inflows				1,360				1,146		2,807				1,825
Redemptions/outflows				(819)				(603)		(1,828)				(1,187)
Exchanges				8				(37)		(10)				(47)
Market value change				(110)				(258)		16				(186)
Net change				439				248		985				405
Fixed income assets - end of period		$		19,588		$		17,958		$ 19,588		$		17,958
Bank loan fund assets - beginning of period				16,744				15,558		16,816				15,034
Sales/inflows				1,849				1,709		3,024				2,892
Redemptions/outflows				(882)				(783)		(2,280)				(1,498)
Exchanges				(19)				3		(28)				(4)
Market value change				100				(71)		260				(8)
Net change				1,048				858		976				1,382
Bank loan assets - end of period		$		17,792		$		16,416		$ 17,792		$		16,416
Long-term fund assets - beginning of period				84,022				72,597		80,565				69,482
Sales/inflows				5,200				4,560		9,503				8,479
Redemptions/outflows				(2,930)				(2,577)		(6,769)				(4,870)
Exchanges				1				(23)		(1)				(21)
Market value change				1,203				(1,079)		4,198				408
Net change				3,474				881		6,931				3,996
Total long-term fund assets - end of period		$		87,496		$		73,478		$ 87,496		$		73,478
Separate accounts - beginning of period				28,942				25,087		27,650				24,475
Institutional/HNW account inflows				697				767		1,349				1,479
Institutional/HNW account outflows				(541)				(1,140)		(2,144)				(2,577)
Institutional/HNW assets acquired1										449
Retail managed account inflows				928				895		1,667				1,722
Retail managed account outflows				(537)				(421)		(946)				(866)
Separate accounts market value change				692				(205)		2,156				750
Net change				1,239				(104)		2,531				508
Separate accounts - end of period		$		30,181		$		24,983		$ 30,181		$		24,983
Money market fund assets - end of period				1,091				307		1,091				307
Total assets under management - end of period		$		118,768		$		98,768		$ 118,768		$		98,768

Table 4
Long-Term Fund and Separate Account Net Flows (in millions)
		Three Months Ended								Six Months Ended
		April 30,				April 30,				April 30,		April 30,
		2006				2005				2006		2005
Long-term funds:
Open-end funds		$		1,479		$		821		$ 2,294		$		1,296
Closed-end funds								1,042		108				1,909
Private funds				791				120		332				404
Institutional/HNW accounts				156				(373)		(795)				(1,098)
Retail managed accounts				391				474		721				856
Total net flows		$		2,817		$		2,084		$ 2,660		$		3,367
1 Voyageur Asset Management (MA) acquired by Eaton Vance in December 2005.
2 Weston Asset Management acquired by Eaton Vance in August 2005.

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Eaton Vance Corp.
Stock-Based Compensation Summary
(in millions, except per share figures)
		Fiscal year 2005																				Fiscal year 2006
																												Projected 1
		Q1				Q2				Q3				Q4				Total				Q1 2				Q2		Q3		Q4				Total
Stock-based compensation expense		$		7.5		$		6.9		$		7.3		$		6.9		$		.6		$		.5		$ 8.0		$ 8.2		$		7.7		$ 36.4
Stock-based compensation expense, net of tax		$		5.8		$		5.2		$		5.6		$		5.1		$		.7		$		9.0		$ 6.5		$ 6.3		$		5.8		$ 27.6
Stock-based compensation, net of tax, per diluted share		$		.04		$		.04		$		.04		$		.04		$		.15		$		.06		$ 0.05		$ 0.05		$		0.04		$ 0.20
Diluted EPS pre-SFAS 123R		$ 0.27				$ 0.27				$ 0.29				$ 0.31				$ 1.13				$ 0.35				$ 0.34
Diluted EPS post-SFAS 123R		$ 0.23				$ 0.23				$ 0.25				$ 0.27				$ 0.98				$ 0.29				$ 0.29

1	Projections do not include estimated expense for future FY2006 option grants. Projected EPS figures calculated using April 30, 2006 fully diluted shares.
2	EPS figure before cumulative effect in change in accounting principal of $626,000.

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