Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
RICHARDSON DUNCAN W
 2. Issuer Name and Ticker or Trading Symbol
EATON VANCE CORP [EV] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last)
(First)
(Middle)

THE EATON VANCE BUILDING, 255 STATE STREET		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
10/31/2008
(Street)


BOSTON, MA 021092617		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Eaton Vance Corp. Common Stock (Voting)             44,566 I By Voting Trust (1)
Eaton Vance Corp. Non-voting Common Stock             486,059 D  
Voting Trust Receipt (2)             44,566 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) (3) $ 8.59             (4) 11/01/2009 Eaton Vance Corp. Non-voting Common Stock
72,000
  72,000
D
 
Option (right to buy) (3) $ 12.27             (5) 11/01/2010 Eaton Vance Corp. Non-voting Common Stock
200,000
  200,000
D
 
Option (right to buy) (3) $ 14.34             (6) 11/01/2011 Eaton Vance Corp. Non-voting Common Stock
250,000
  250,000
D
 
Option (right to buy) (3) $ 14.55             (7) 11/01/2012 Eaton Vance Corp. Non-voting Common Stock
282,600
  282,600
D
 
Option (right to buy) (3) $ 17.51             (8) 11/03/2013 Eaton Vance Corp. Non-voting Common Stock
273,000
  273,000
D
 
Option (right to buy) $ 21.96             (9) 11/01/2014 Eaton Vance Corp. Non-voting Common Stock
259,600
  259,600
D
 
Option (right to buy) $ 24.87             (10) 11/01/2015 Eaton Vance Corp. Non-voting Common Stock
210,500
  210,500
D
 
Option (right to buy) $ 30.11             (11) 11/01/2016 Eaton Vance Corp. Non-voting Common Stock
200,800
  200,800
D
 
Option (right to buy) $ 48.39             (12) 11/01/2017 Eaton Vance Corp. Non-voting Common Stock
139,700
  139,700
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RICHARDSON DUNCAN W
THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MA 021092617		       Executive Vice President  

Signatures

By: Katie McManus, Attorney in Fact 12/10/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) All shares of the Voting Stock of Eaton Vance Corp. are deposited and held of record in a Voting Trust of which Thomas E. Faust, Duncan Richardson, Jeffrey P. Beale, Lisa Jones, G. West Saltonstall, Payson Swaffield, Robert J. Whelan, Matthew J. Witkos, Maureen Gemma, Fredrick Marius, Cynthia Clemson, Michael R. Mach, Robert MacIntosh, Thomas M. Metzold, Scott H. Page, Judith Saryan, Michael Weilheimer, Walter Row are the Voting Trustees. The Voting Common Stock is not registered under Section 12 of the Securities Exchange Act.
(2) A Voting Trust Receipt represents a share of Voting Common Stock.
(3) Granted under the 1998 Stock Option Plan, which is a 16b-3 plan.
(4) Granted on November 1, 1999, these options vest over a 5 year period at 20% per year.
(5) Granted on November 1, 2000, these options vest over a 5 year period at 20% per year.
(6) Granted on November 1, 2001, these options vest over a 5 year period at 20% per year.
(7) Granted on November 1, 2002, these options vest over a 5 year period at 20% per year.
(8) Granted on November 3, 2003, these options vest over a 5 year period at 20% per year.
(9) Granted on November 1, 2004 these options vest over a 5 year period at 20% per year.
(10) Granted on November 1, 2005 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
(11) Granted on November 1, 2006 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
(12) Granted on November 1, 2007 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

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