SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

                Eaton Vance Corp.               
(Exact name of issuer as specified in its charter)

           Maryland                             04-2718215     
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)             Identification No.)

24 Federal Street
                Boston, Massachusetts 02110          
     (Address of Principal Executive Offices)     (Zip Code)

1984 Incentive Stock Option Plan
(Full title of the plan)

Pamela Wilson, Esq.
c/o Hale and Dorr
60 State Street
                   Boston, Massachusetts  02109                   
(Name and address of agent for service)

                          (617) 526-6371                          
(Telephone number, including area code, of agent for service)


CALCULATION OF REGISTRATION FEE
________________________________________________________________
 Title of                 Proposed       Proposed
securities Amount to      maximum        maximum       Amount of
  to be        be      offering price   aggregate     
registration
registered registered    per share    offering price      fee    


Non-Voting   10,500      $27.375       $287,537.50       $99.12
Common
Stock,
$.0625 par
value
_______________

(1)  Estimated solely for the purpose of calculating the
registration fee pursuant to Rules 457(c) and 457(h) under the
Securities Act of 1933, as amended, upon the basis of the average
of the high and low sale prices of the Registrant's Non-Voting
Common Stock as reported on the Nasdaq National Market System on
June 1, 1994.

Page 1 of 15 pages.
Exhibit Index begins on page 14.

                           PROSPECTUS

                          10,500 SHARES
                        EATON VANCE CORP.
                     NON-VOTING COMMON STOCK


   This Prospectus relates to 10,500 shares (the "Shares")
of Non-Voting Common Stock, $.0625 par value per share (the
"Non-Voting Common Stock"), of Eaton Vance Corp. ("Eaton
Vance" or the "Company") being offered from time to time by
a shareholder of the Company or his legatees, heirs or legal
representatives (the "Selling Shareholder"), who may or may
not be deemed an "affiliate" of the Company, as defined in
Rule 405 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the "Securities Act"),
and who has purchased the Shares upon the exercise of
options acquired pursuant to certain of the Company's stock
option plans.  The shares have no voting rights.  The
Company will not receive any of the proceeds from the sale
of the shares by the Selling Shareholder.  The Shares are
expected to be offered from time to time in one or more
brokerage transactions at market prices.

   The average of the high and low sale prices of the Non-
Voting Common Stock reported on the NASDAQ National Market
System on June 1, 1994 was $27.375.

   This Prospectus also covers such additional shares as may
be issuable to the Selling Shareholder in the event of a
stock dividend, stock split, recapitalization or other
similar change in the Non-Voting Common Stock.

   The executive offices of the Company are located at 24
Federal Street, Boston, Massachusetts 02110; its telephone
number is 617-482-8260.

                                             

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE 
  SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED
   UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
    REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                             
   Neither the delivery of this Prospectus nor any sales
made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of
the Company since the date hereof or the dates as of which
information is set forth herein.  No person has been
authorized to give any information or to make any
representations, other than as contained herein, in
connection with the offer contained in the Prospectus, and
if given or made, such information or representations must
not be relied upon.  This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy the
Shares by any person in any jurisdiction in which it is
unlawful for such person to make such an offer or
solicitation.

   The date of this Prospectus is June 8, 1994.
<PAGE>
Available Information
                                                             
                                                          
   The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and, in accordance therewith, files reports
and other information with the Securities and Exchange
Commission (the "Commission").  Reports and other
information filed by the Company with the Commission
pursuant to the informational requirements of the Exchange
Act may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: New York Regional Office, 7 World
Trade Center, Suite 1300, New York, New York 10048; and
Chicago Regional Office, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511.  Copies of such material
may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington D.C. 20549,
at prescribed rates.  In addition, reports, proxy statements
and other information concerning the Company can be
inspected and copied at the Boston Stock Exchange, One
Boston Place, Boston, Massachusetts.

Incorporation of Certain Documents By Reference
                                                             
                                                          
   The Company is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Exchange
Act, and in accordance therewith files reports, proxy
statements and other information with the Commission.  The
following documents, which are filed with the Commission,
are incorporated in this Prospectus by reference:

   (1)  The Company's latest annual report filed pursuant to
        Section 13(a) or 15(d) of the Exchange Act, or the
        latest prospectus filed pursuant to Rule 424(b)
        under the Securities Act, that contains audited
        financial statements for the Company's latest fiscal
        year for which such statements have been filed.

   (2)  All other reports filed pursuant to Section 13(a) or
        15(d) of the Exchange Act since the end of the
        fiscal year covered by the document referred to in
        (1) above.

   (3)  The description of the Non-Voting Common Stock
        contained in a registration statement filed under
        the Exchange Act, including any amendment or report
        filed for the purpose of updating such description.

   All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which
indicates that all shares of Non-Voting Common Stock offered
hereby have been sold and/or which deregisters all shares of
Non-Voting Common Stock then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part
hereof from the date of the filing of such documents.

   The Company will furnish without charge to each person,
including any beneficial owner, to whom this Prospectus is
delivered, upon the request of such person, a copy of any or
all of the documents incorporated herein by reference, other
than exhibits to such documents.  Requests should be
addressed to:  Treasurer, Eaton Vance Corp., 24 Federal
Street, Boston, Massachusetts 02110, (617) 482-8260.<PAGE>
The Company
                                                             
                                                          
   Eaton Vance Corp., a Maryland corporation (the
"Company"), is the issuer of the Shares of Non-Voting Common
Stock, $.0625 par value per share, covered by this
Prospectus.  The principal offices of the Company are
located at 24 Federal Street, Boston, Massachusetts 02110,
and its telephone number is (617) 482-8260.

Selling Shareholder
                                                             
                                                          
   The Selling Shareholder was an employee of the Company,
Eaton Vance Management, a Massachusetts business trust, and
acquired the shares of the Company's Non-Voting Common Stock
being offered hereunder pursuant to certain of the Company's
stock option plans.  (See "DESCRIPTION OF COMMON STOCK".) 
Although the Selling Shareholder is eligible to sell all of
the Shares covered by this Prospectus, he does not
necessarily have any present intention to sell all such
Shares.  A total of 10,500 shares is available for sale
under this Prospectus as follows:

                                     Total              Amount/
                                   Shares of          Percentage
                                  Non-Voting            of Non-
Voting
                                    Common              Common
Stock
                                     Stock               to be
owned
                                     owned    Amount     after
                    Position with  prior to    being  completion
Name                 the Company   offering   offered     of
offering

Daniel T. MacLellan   Former Vice   10,500    10,500       0/0%
                         President



Plan of Distribution
                                                             
                                                          
   The Shares may be offered and sold from time to time
directly by the Selling Shareholder in one or more brokerage
transactions.  The Selling Shareholder will act
independently of the Company in making decisions with
respect to the timing, manner and size of each sale.  The
Selling Shareholder may from time to time offer the Shares
through underwriters, dealers or agents.  The distribution
of the Shares by the Selling Shareholder may be effected
from time to time in one or more transactions that may take
place on one or more exchanges or in the over-the-counter
market, including ordinary broker's transactions, privately-
negotiated transactions or through sales to one or more
broker-dealers for resale of such securities as principals,
at market prices prevailing at the time of sale, at prices
related to such market prices or at negotiated prices. 
Usual and customary or specifically negotiated brokerage
fees or commissions may be paid by the Selling Shareholder
in connection with such sales.
<PAGE>
   The Company has been advised by the Selling Shareholder
that he has not, as of the date hereof, entered into any
arrangement with a broker-dealer for the sale of Shares
through a block trade, special offering, exchange
distribution or secondary distribution of a purchase by a
broker-dealer.  In effecting sales, broker-dealers engaged
by the Selling Shareholder may arrange for other broker-
dealers to participate.  Broker-dealers may receive
commissions or discounts from the Selling Shareholder in
amounts to be negotiated immediately prior to the sale.

   In offering the Shares, the Selling Shareholder and any
broker-dealers and any other participating broker-dealers
who execute sales for the Selling Shareholder may be deemed
to be "underwriters" within the meaning of the Securities
Act in connection with such sales, and any profits realized
by the Selling Shareholder and the compensation of such
broker-dealers may be deemed to be underwriting discounts
and commissions.  In addition, any Shares covered by this
Prospectus which qualify for sale pursuant to Rule 144 may
be sold under Rule 144 rather than pursuant to this
Prospectus.

   The Selling Shareholder has advised the Company that
during such time as he may be engaged in a distribution of
the Shares he will comply with Rules 10b-2, 10b-6 and 10b-7
under the Exchange Act (as those Rules are described in more
detail below) and, in connection therewith, the Selling
Shareholder has agreed not to engage in any stabilization
activity in connection with the Company's securities, to
furnish to each broker-dealer through which the Shares may
be offered copies of this Prospectus, and not to bid for or
purchase any securities of the Company or attempt to induce
any person to purchase any of the Company's securities
except as permitted under the Exchange Act.  The Selling
Shareholder has also agreed to inform the Company when the
distribution of his Shares is completed.

   Rule 10b-2 under the Exchange Act prohibits persons who
are participating in or financially interested in a
distribution of securities from making payments to another
person for the solicitation of a third party to purchase the
securities that are the subject of the distribution, except
that Rule 10b-2 does not apply, among other exceptions, to
brokerage transactions not involving solicitation of
customer orders.  Rule 10b-6 under the Exchange Act
prohibits participants in a distribution from bidding for or
purchasing, for an account in which the participant has a
beneficial interest, any of the securities that are the
subject of the distribution.  Rule 10b-7 governs bids and
purchases made in order to stabilize the price of a security
in connection with a distribution of the security.

   The public offering of the Shares by the Selling
Shareholder will terminate on the date on which all Shares
offered hereby have been sold by the Selling Shareholder, or
on such earlier date on which the Company files a post-
effective amendment which deregisters all Shares then
remaining unsold.

   The Company will pay certain expenses incidental to the
offering and sale of the Shares to the public estimated to
be approximately $1,500.  The Company will not pay for,
among other expenses, selling expenses, underwriting
discounts or fees and expenses of counsel for the Selling
Shareholder.

Description of Common Stock
                                                             
                                                          
   The Company is authorized to issue 11,920,000 shares of
Non-Voting Common Stock, $.0625 par value.  The Company's
Articles of Incorporation provide that these shares shall
not have voting rights under any circumstances whatsoever. 
These shares are registered pursuant to Section 12 of the
Exchange Act and are traded on the NASDAQ National Market
System and on the Boston Stock Exchange.  It is sales of
Shares of the Company's Non-Voting Common Stock to which
this Registration Statement relates.  These sales, by a
former employee of the Company, are of previously
unregistered Shares acquired pursuant to various stock
option plans established by the Company.

   Bank of Boston is the Transfer Agent for the Company's
Non-Voting Common Stock.

   The Company is also authorized to issue 80,000 shares of
Voting Common Stock, $.0625 par value.  Each share of Voting
Common Stock is entitled to participate pro rata in
distributions upon liquidation and to one vote on all
matters submitted to a vote of stockholders.  Dividends may
be paid to the holders of Voting Common Stock when and if
declared by the Board of Directors out of any funds legally
available therefor.  Holders of Voting Common Stock have no
preemptive or similar rights nor do they have cumulative
voting rights.  The outstanding shares of Voting Common
Stock are fully paid and nonassessable.  This stock is not
publicly traded and is held by five Voting Trustees pursuant
to a Voting Trust more fully described in the Company's
Annual Report on From 10-K, which is incorporated herein by
reference.


Experts
                                                             
                                                          
   The consolidated financial statements and the related
supplemental schedules incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-K have
been audited by Deloitte & Touche, independent public
accountants, as set forth in their report included therein,
which is incorporated herein by reference.  Such
consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the
authority of that firm as experts in accounting and
auditing.


Recent Developments
                                                             
                                                          
   There have been no material changes in the Company's
affairs since its Annual Report on Form 10-K for the year
ended October 31, 1993 which have not been described in a
Quarterly Report on Form 10-Q or a periodic report on Form
8-K.  See "Incorporation of Certain Documents by Reference."<PAGE>

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Certain Documents by Reference.

     Eaton Vance Corp., a Maryland corporation (the
"Registrant"), is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities
Exchange Act of 1934 (as amended, the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission.  The
following documents, which are filed with the Securities and
Exchange Commission, are incorporated in the Prospectus contained
in this Registration Statement by reference:

          (1)  The Registrant's latest annual report filed
     pursuant to Section 13(a) or 15(d) of the Exchange Act, or
     the latest prospectus filed pursuant to Rule 424(b) under
     the Securities Act of 1933 (as amended, the "Securities
     Act"), that contains audited financial statements for the
     Registrant's latest fiscal year for which such statements
     have been filed.
     
          (2)  All other reports filed pursuant to Section 13(a)
     or 15(d) of the Exchange Act since the end of the fiscal
     year covered by the document referred to in (1) above.
     
          (3)  The description of the Non-Voting Common Stock,
     par value $.0625 per share ("Common Stock"), contained in a
     registration statement filed under the Exchange Act,
     including any amendment or report filed for the purpose of
     updating such description.

     All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior
to the filing of a post-effective amendment which indicates that
all shares of Common Stock offered hereby have been sold or which
deregisters all shares of Common Stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be
part hereof from the date of the filing of such documents.

     Item 4.  Description of Securities.

     Not applicable.

     Item 5.  Interests of Named Experts and Counsel. 

     Not applicable.

     Item 6.  Indemnification of Directors and Officers.

     Article NINTH, section (8) of the Company's Articles of
Incorporation provides that, to the extent permitted by the laws
of Maryland, the Company shall indemnify any person that (a) is
serving as a director or officer of the Company, (b) any person
that has served as an officer or director of the Company, and (c)
any person who at the request of the Company is serving or has
served as a director, officer, trustee, partner, employee, agent
or other representative of another corporation, joint stock
company, syndicate, association, firm, trust, partnership or
other entity, against all liabilities and expenses, including
without limitation attorneys' fees and judgments, penalties,
fines and amounts paid in settlement, reasonably incurred by such
person in connection with any threatened, pending or completed
action, suit, or other proceeding, whether civil, criminal,
administrative, investigative or legislative, in which such
person may be involved or with which he may be threatened by
reason of serving or having served in such position.

     Indemnification requires a determination made in accordance
with applicable statutory standards by the Board of Directors or
by independent legal counsel (who may be regular counsel to the
Company) or by the holders of not less than a majority of the
total number of shares of Common Stock of the Company then
outstanding. 

     Article NINTH, section (8) of the Company's Articles of
Incorporation provides that the indemnification right provided
therein is not exclusive of and will not otherwise affect any
other rights to which such person may be entitled (whether under
any law, By-Law, agreement, director vote, stockholder vote or
otherwise), shall inure to the benefit of such person's heirs,
executors, administrators and personal representatives, and shall
continue as to a person who has ceased to serve in such position.

     Item 7.  Exemption from Registration Claimed.

     Not applicable.

     Item 8.  Exhibits.

     The following is a list if exhibits filed as part of this
Registration Statement.

Exhibits

4.1            Specimen certificate representing the
               Non-Voting Common Stock incorporated by reference
               from Exhibit 4.1 to the Registration Statement on
               Form S-8 of the Registrant filed with the
               Commission on March 8, 1994.
               
 24.2               Consent of Deloitte & Touche, independent  
               accountant filed herewith.

25.1           Power of Attorney (included in the
               signature pages of this Registration    
               Statement).


     Item 9.  Undertakings.

     1.   The Company hereby undertakes:

          (a)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     registration statement:
     
         (i)   To include any prospectus required by Section
     10(a)(3) of the Securities Act;
     
        (ii)   To reflect in the prospectus any facts or events
     arising after the effective date of the registration
     statement (or the most recent post-effective amendment
     thereof) which, individually or in the aggregate, represent
     a fundamental change in the information set forth in the
     registration statement; and
     
       (iii)   To include any material information with respect
     to the plan of distribution not previously disclosed in the
     registration statement or any material change to such
     information in the registration statement;
     
     provided, however that paragraphs (i) and (ii) do not apply
     if the registration statement is on Form S-3 or Form S-8 and
     the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic
     reports filed by the Company pursuant to Section 13 or
     Section 15(d) of the Exchange Act that are incorporated by
     reference in the registration statement.
     
         (b)   That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall be deemed to be a new registration statement relating
     to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial
     bona fide offering thereof.
     
         (c)   To remove from registration by means of a
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of the
     offering.
     
     2.   The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be in the initial bona fide offering thereof.

     3.   Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer of controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.

<PAGE>
SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts,
on this 6th day of
June, 1994.

                                             EATON VANCE CORP.
                                        
                                        
                                        
                                        By:  /s/M. Dozier Gardner
                                             M. Dozier Gardner
                                             President




POWER OF ATTORNEY

     We, the undersigned officers and directors of Eaton Vance
Corp., hereby severally constitute and appoint H. Day Brigham,
Jr., and Thomas Otis, and each of them singly, our true and
lawful attorneys with full power to any of them, and to each of
them singly, to sign for us and in our names in the capacities
indicated below the Registration Statement on Form S-8 filed
herewith and any and all amendments to said Registration
Statement and generally to do all such things in our name and
behalf in our capacities as officers and directors to enable
Eaton Vance Corp. to comply with the provisions of the Securities
Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments
thereto.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

<PAGE>
Signature                    Title                Date


/s/Landon T. Clay             Chairman of the     June 6, 1994
Landon T. Clay                Board of Directors

/s/M. Dozier Gardner          President, Chief    June 6, 1994
M. Dozier Gardner             Executive Officer   
                              and Director
                              (Principal Execu-
                              tive Officer)

/s/James B. Hawkes            Executive Vice      June 6, 1994
James B. Hawkes               President and
                              Director

/s/H. Day Brigham, Jr.        Director            June 6, 1994
H. Day Brigham, Jr.


______________________        Director            June 6, 1994
John G. L. Cabot


                              Treasurer and       June 6, 1994
Curtis H. Jones               Director
                              (Principal
                              Financial and
                              Accounting
                              Officer)

/s/Benjamin A. Rowland, Jr.   Vice President      June 6, 1994
Benjamin A. Rowland, Jr.      and Director


_______________________       Director            June 6, 1994
Ralph Z. Sorenson


<PAGE>
EXHIBIT INDEX


                                                       Sequential
Exhibit                                                 Page No.

24.2    Consent of Deloitte & Touche, independent         15
        accountants, filed herewith.

25.1    Power of Attorney (included in the                12
        signature page of this Registration                 
        Statement) filed herewith.



<PAGE>
                                                     EXHIBIT 24.2





                  INDEPENDENT AUDITORS' CONSENT




We consent to the incorporation by reference in this Registration
Statement of Eaton Vance Corp. on Form S-8 of our reports dated
December 8, 1993, appearing in and incorporated by reference in
the Annual Report on Form 10-K of Eaton Vance Corp. for the year
ended October 31, 1993 and to the reference to us under the
heading "Experts" in the prospectus, which is part of this
Registration Statement.





/s/ Deloitte & Touche 
Deloitte & Touche

Boston, Massachusetts
June 8, 1994
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

                Eaton Vance Corp.               
(Exact name of issuer as specified in its charter)

           Maryland                             04-2718215     
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)             Identification No.)

24 Federal Street
                Boston, Massachusetts 02110          
     (Address of Principal Executive Offices)     (Zip Code)

1984 Incentive Stock Option Plan
(Full title of the plan)

Pamela Wilson, Esq.
c/o Hale and Dorr
60 State Street
                   Boston, Massachusetts  02109                   
(Name and address of agent for service)

                          (617) 526-6371                          
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE
________________________________________________________________
 Title of                 Proposed       Proposed
securities Amount to      maximum        maximum       Amount of
  to be        be      offering price   aggregate     
registration
registered registered    per share    offering price      fee    

Non-Voting   10,500      $27.375       $287,537.50       $99.12
Common
Stock,
$.0625 par
value
_______________

(1)  Estimated solely for the purpose of calculating the
registration fee pursuant to Rules 457(c) and 457(h) under the
Securities Act of 1933, as amended, upon the basis of the average
of the high and low sale prices of the Registrant's Non-Voting
Common Stock as reported on the Nasdaq National Market System on
June 1, 1994.

Page 1 of 15 pages.
Exhibit Index begins on page 14.

                           PROSPECTUS

                          10,500 SHARES
                        EATON VANCE CORP.
                     NON-VOTING COMMON STOCK

   This Prospectus relates to 10,500 shares (the "Shares")
of Non-Voting Common Stock, $.0625 par value per share (the
"Non-Voting Common Stock"), of Eaton Vance Corp. ("Eaton
Vance" or the "Company") being offered from time to time by
a shareholder of the Company or his legatees, heirs or legal
representatives (the "Selling Shareholder"), who may or may
not be deemed an "affiliate" of the Company, as defined in
Rule 405 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the "Securities Act"),
and who has purchased the Shares upon the exercise of
options acquired pursuant to certain of the Company's stock
option plans.  The shares have no voting rights.  The
Company will not receive any of the proceeds from the sale
of the shares by the Selling Shareholder.  The Shares are
expected to be offered from time to time in one or more
brokerage transactions at market prices.

   The average of the high and low sale prices of the Non-
Voting Common Stock reported on the NASDAQ National Market
System on June 1, 1994 was $27.375.

   This Prospectus also covers such additional shares as may
be issuable to the Selling Shareholder in the event of a
stock dividend, stock split, recapitalization or other
similar change in the Non-Voting Common Stock.

   The executive offices of the Company are located at 24
Federal Street, Boston, Massachusetts 02110; its telephone
number is 617-482-8260.

                                             

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE 
  SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED
   UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
    REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                             
   Neither the delivery of this Prospectus nor any sales
made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of
the Company since the date hereof or the dates as of which
information is set forth herein.  No person has been
authorized to give any information or to make any
representations, other than as contained herein, in
connection with the offer contained in the Prospectus, and
if given or made, such information or representations must
not be relied upon.  This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy the
Shares by any person in any jurisdiction in which it is
unlawful for such person to make such an offer or
solicitation.

   The date of this Prospectus is June 8, 1994.
Available Information
                                                             
                                                          
   The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and, in accordance therewith, files reports
and other information with the Securities and Exchange
Commission (the "Commission").  Reports and other
information filed by the Company with the Commission
pursuant to the informational requirements of the Exchange
Act may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: New York Regional Office, 7 World
Trade Center, Suite 1300, New York, New York 10048; and
Chicago Regional Office, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511.  Copies of such material
may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington D.C. 20549,
at prescribed rates.  In addition, reports, proxy statements
and other information concerning the Company can be
inspected and copied at the Boston Stock Exchange, One
Boston Place, Boston, Massachusetts.

Incorporation of Certain Documents By Reference
                                                             
                                                          
   The Company is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Exchange
Act, and in accordance therewith files reports, proxy
statements and other information with the Commission.  The
following documents, which are filed with the Commission,
are incorporated in this Prospectus by reference:

   (1)  The Company's latest annual report filed pursuant to
        Section 13(a) or 15(d) of the Exchange Act, or the
        latest prospectus filed pursuant to Rule 424(b)
        under the Securities Act, that contains audited
        financial statements for the Company's latest fiscal
        year for which such statements have been filed.

   (2)  All other reports filed pursuant to Section 13(a) or
        15(d) of the Exchange Act since the end of the
        fiscal year covered by the document referred to in
        (1) above.

   (3)  The description of the Non-Voting Common Stock
        contained in a registration statement filed under
        the Exchange Act, including any amendment or report
        filed for the purpose of updating such description.

   All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which
indicates that all shares of Non-Voting Common Stock offered
hereby have been sold and/or which deregisters all shares of
Non-Voting Common Stock then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part
hereof from the date of the filing of such documents.

   The Company will furnish without charge to each person,
including any beneficial owner, to whom this Prospectus is
delivered, upon the request of such person, a copy of any or
all of the documents incorporated herein by reference, other
than exhibits to such documents.  Requests should be
addressed to:  Treasurer, Eaton Vance Corp., 24 Federal
Street, Boston, Massachusetts 02110, (617) 482-8260.
The Company
                                                             
                                                          
   Eaton Vance Corp., a Maryland corporation (the
"Company"), is the issuer of the Shares of Non-Voting Common
Stock, $.0625 par value per share, covered by this
Prospectus.  The principal offices of the Company are
located at 24 Federal Street, Boston, Massachusetts 02110,
and its telephone number is (617) 482-8260.

Selling Shareholder
                                                             
                                                          
   The Selling Shareholder was an employee of the Company,
Eaton Vance Management, a Massachusetts business trust, and
acquired the shares of the Company's Non-Voting Common Stock
being offered hereunder pursuant to certain of the Company's
stock option plans.  (See "DESCRIPTION OF COMMON STOCK".) 
Although the Selling Shareholder is eligible to sell all of
the Shares covered by this Prospectus, he does not
necessarily have any present intention to sell all such
Shares.  A total of 10,500 shares is available for sale
under this Prospectus as follows:

                                     Total              Amount/
                                   Shares of          Percentage
                                  Non-Voting            of Non-
Voting
                                    Common              Common
Stock
                                     Stock               to be
owned
                                     owned    Amount     after
                    Position with  prior to    being  completion
Name                 the Company   offering   offered     of
offering

Daniel T. MacLellan   Former Vice   10,500    10,500       0/0%
                         President

Plan of Distribution
                                                             
                                                          
   The Shares may be offered and sold from time to time
directly by the Selling Shareholder in one or more brokerage
transactions.  The Selling Shareholder will act
independently of the Company in making decisions with
respect to the timing, manner and size of each sale.  The
Selling Shareholder may from time to time offer the Shares
through underwriters, dealers or agents.  The distribution
of the Shares by the Selling Shareholder may be effected
from time to time in one or more transactions that may take
place on one or more exchanges or in the over-the-counter
market, including ordinary broker's transactions, privately-
negotiated transactions or through sales to one or more
broker-dealers for resale of such securities as principals,
at market prices prevailing at the time of sale, at prices
related to such market prices or at negotiated prices. 
Usual and customary or specifically negotiated brokerage
fees or commissions may be paid by the Selling Shareholder
in connection with such sales.
The Company has been advised by the Selling Shareholder
that he has not, as of the date hereof, entered into any
arrangement with a broker-dealer for the sale of Shares
through a block trade, special offering, exchange
distribution or secondary distribution of a purchase by a
broker-dealer.  In effecting sales, broker-dealers engaged
by the Selling Shareholder may arrange for other broker-
dealers to participate.  Broker-dealers may receive
commissions or discounts from the Selling Shareholder in
amounts to be negotiated immediately prior to the sale.

   In offering the Shares, the Selling Shareholder and any
broker-dealers and any other participating broker-dealers
who execute sales for the Selling Shareholder may be deemed
to be "underwriters" within the meaning of the Securities
Act in connection with such sales, and any profits realized
by the Selling Shareholder and the compensation of such
broker-dealers may be deemed to be underwriting discounts
and commissions.  In addition, any Shares covered by this
Prospectus which qualify for sale pursuant to Rule 144 may
be sold under Rule 144 rather than pursuant to this
Prospectus.

   The Selling Shareholder has advised the Company that
during such time as he may be engaged in a distribution of
the Shares he will comply with Rules 10b-2, 10b-6 and 10b-7
under the Exchange Act (as those Rules are described in more
detail below) and, in connection therewith, the Selling
Shareholder has agreed not to engage in any stabilization
activity in connection with the Company's securities, to
furnish to each broker-dealer through which the Shares may
be offered copies of this Prospectus, and not to bid for or
purchase any securities of the Company or attempt to induce
any person to purchase any of the Company's securities
except as permitted under the Exchange Act.  The Selling
Shareholder has also agreed to inform the Company when the
distribution of his Shares is completed.

   Rule 10b-2 under the Exchange Act prohibits persons who
are participating in or financially interested in a
distribution of securities from making payments to another
person for the solicitation of a third party to purchase the
securities that are the subject of the distribution, except
that Rule 10b-2 does not apply, among other exceptions, to
brokerage transactions not involving solicitation of
customer orders.  Rule 10b-6 under the Exchange Act
prohibits participants in a distribution from bidding for or
purchasing, for an account in which the participant has a
beneficial interest, any of the securities that are the
subject of the distribution.  Rule 10b-7 governs bids and
purchases made in order to stabilize the price of a security
in connection with a distribution of the security.

   The public offering of the Shares by the Selling
Shareholder will terminate on the date on which all Shares
offered hereby have been sold by the Selling Shareholder, or
on such earlier date on which the Company files a post-
effective amendment which deregisters all Shares then
remaining unsold.

   The Company will pay certain expenses incidental to the
offering and sale of the Shares to the public estimated to
be approximately $1,500.  The Company will not pay for,
among other expenses, selling expenses, underwriting
discounts or fees and expenses of counsel for the Selling
Shareholder.

Description of Common Stock
                                                             
                                                          
   The Company is authorized to issue 11,920,000 shares of
Non-Voting Common Stock, $.0625 par value.  The Company's
Articles of Incorporation provide that these shares shall
not have voting rights under any circumstances whatsoever. 
These shares are registered pursuant to Section 12 of the
Exchange Act and are traded on the NASDAQ National Market
System and on the Boston Stock Exchange.  It is sales of
Shares of the Company's Non-Voting Common Stock to which
this Registration Statement relates.  These sales, by a
former employee of the Company, are of previously
unregistered Shares acquired pursuant to various stock
option plans established by the Company.

   Bank of Boston is the Transfer Agent for the Company's
Non-Voting Common Stock.

   The Company is also authorized to issue 80,000 shares of
Voting Common Stock, $.0625 par value.  Each share of Voting
Common Stock is entitled to participate pro rata in
distributions upon liquidation and to one vote on all
matters submitted to a vote of stockholders.  Dividends may
be paid to the holders of Voting Common Stock when and if
declared by the Board of Directors out of any funds legally
available therefor.  Holders of Voting Common Stock have no
preemptive or similar rights nor do they have cumulative
voting rights.  The outstanding shares of Voting Common
Stock are fully paid and nonassessable.  This stock is not
publicly traded and is held by five Voting Trustees pursuant
to a Voting Trust more fully described in the Company's
Annual Report on From 10-K, which is incorporated herein by
reference.

Experts
                                                             
                                                          
   The consolidated financial statements and the related
supplemental schedules incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-K have
been audited by Deloitte & Touche, independent public
accountants, as set forth in their report included therein,
which is incorporated herein by reference.  Such
consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the
authority of that firm as experts in accounting and
auditing.

Recent Developments
                                                             
                                                          
   There have been no material changes in the Company's
affairs since its Annual Report on Form 10-K for the year
ended October 31, 1993 which have not been described in a
Quarterly Report on Form 10-Q or a periodic report on Form
8-K.  See "Incorporation of Certain Documents by Reference."
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Certain Documents by Reference.

     Eaton Vance Corp., a Maryland corporation (the
"Registrant"), is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities
Exchange Act of 1934 (as amended, the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission.  The
following documents, which are filed with the Securities and
Exchange Commission, are incorporated in the Prospectus contained
in this Registration Statement by reference:

          (1)  The Registrant's latest annual report filed
     pursuant to Section 13(a) or 15(d) of the Exchange Act, or
     the latest prospectus filed pursuant to Rule 424(b) under
     the Securities Act of 1933 (as amended, the "Securities
     Act"), that contains audited financial statements for the
     Registrant's latest fiscal year for which such statements
     have been filed.
     
          (2)  All other reports filed pursuant to Section 13(a)
     or 15(d) of the Exchange Act since the end of the fiscal
     year covered by the document referred to in (1) above.
     
          (3)  The description of the Non-Voting Common Stock,
     par value $.0625 per share ("Common Stock"), contained in a
     registration statement filed under the Exchange Act,
     including any amendment or report filed for the purpose of
     updating such description.

     All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior
to the filing of a post-effective amendment which indicates that
all shares of Common Stock offered hereby have been sold or which
deregisters all shares of Common Stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be
part hereof from the date of the filing of such documents.

     Item 4.  Description of Securities.

     Not applicable.

     Item 5.  Interests of Named Experts and Counsel. 

     Not applicable.

     Item 6.  Indemnification of Directors and Officers.

     Article NINTH, section (8) of the Company's Articles of
Incorporation provides that, to the extent permitted by the laws
of Maryland, the Company shall indemnify any person that (a) is
serving as a director or officer of the Company, (b) any person
that has served as an officer or director of the Company, and (c)
any person who at the request of the Company is serving or has
served as a director, officer, trustee, partner, employee, agent
or other representative of another corporation, joint stock
company, syndicate, association, firm, trust, partnership or
other entity, against all liabilities and expenses, including
without limitation attorneys' fees and judgments, penalties,
fines and amounts paid in settlement, reasonably incurred by such
person in connection with any threatened, pending or completed
action, suit, or other proceeding, whether civil, criminal,
administrative, investigative or legislative, in which such
person may be involved or with which he may be threatened by
reason of serving or having served in such position.

     Indemnification requires a determination made in accordance
with applicable statutory standards by the Board of Directors or
by independent legal counsel (who may be regular counsel to the
Company) or by the holders of not less than a majority of the
total number of shares of Common Stock of the Company then
outstanding. 

     Article NINTH, section (8) of the Company's Articles of
Incorporation provides that the indemnification right provided
therein is not exclusive of and will not otherwise affect any
other rights to which such person may be entitled (whether under
any law, By-Law, agreement, director vote, stockholder vote or
otherwise), shall inure to the benefit of such person's heirs,
executors, administrators and personal representatives, and shall
continue as to a person who has ceased to serve in such position.

     Item 7.  Exemption from Registration Claimed.

     Not applicable.

     Item 8.  Exhibits.

     The following is a list if exhibits filed as part of this
Registration Statement.

Exhibits

4.1            Specimen certificate representing the
               Non-Voting Common Stock incorporated by reference
               from Exhibit 4.1 to the Registration Statement on
               Form S-8 of the Registrant filed with the
               Commission on March 8, 1994.
               
 24.2               Consent of Deloitte & Touche, independent  
               accountant filed herewith.

25.1           Power of Attorney (included in the
               signature pages of this Registration    
               Statement).

     Item 9.  Undertakings.

     1.   The Company hereby undertakes:

          (a)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     registration statement:
     
         (i)   To include any prospectus required by Section
     10(a)(3) of the Securities Act;
     
        (ii)   To reflect in the prospectus any facts or events
     arising after the effective date of the registration
     statement (or the most recent post-effective amendment
     thereof) which, individually or in the aggregate, represent
     a fundamental change in the information set forth in the
     registration statement; and
     
       (iii)   To include any material information with respect
     to the plan of distribution not previously disclosed in the
     registration statement or any material change to such
     information in the registration statement;
     
     provided, however that paragraphs (i) and (ii) do not apply
     if the registration statement is on Form S-3 or Form S-8 and
     the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic
     reports filed by the Company pursuant to Section 13 or
     Section 15(d) of the Exchange Act that are incorporated by
     reference in the registration statement.
     
         (b)   That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall be deemed to be a new registration statement relating
     to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial
     bona fide offering thereof.
     
         (c)   To remove from registration by means of a
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of the
     offering.
     
     2.   The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be in the initial bona fide offering thereof.

     3.   Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer of controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts,
on this 6th day of
June, 1994.

                                             EATON VANCE CORP.
                                        
                                        
                                        
                                        By:  /s/M. Dozier Gardner
                                             M. Dozier Gardner
                                             President

POWER OF ATTORNEY

     We, the undersigned officers and directors of Eaton Vance
Corp., hereby severally constitute and appoint H. Day Brigham,
Jr., and Thomas Otis, and each of them singly, our true and
lawful attorneys with full power to any of them, and to each of
them singly, to sign for us and in our names in the capacities
indicated below the Registration Statement on Form S-8 filed
herewith and any and all amendments to said Registration
Statement and generally to do all such things in our name and
behalf in our capacities as officers and directors to enable
Eaton Vance Corp. to comply with the provisions of the Securities
Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments
thereto.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature                    Title                Date

/s/Landon T. Clay             Chairman of the     June 6, 1994
Landon T. Clay                Board of Directors

/s/M. Dozier Gardner          President, Chief    June 6, 1994
M. Dozier Gardner             Executive Officer   
                              and Director
                              (Principal Execu-
                              tive Officer)

/s/James B. Hawkes            Executive Vice      June 6, 1994
James B. Hawkes               President and
                              Director

/s/H. Day Brigham, Jr.        Director            June 6, 1994
H. Day Brigham, Jr.

______________________        Director            June 6, 1994
John G. L. Cabot

                              Treasurer and       June 6, 1994
Curtis H. Jones               Director
                              (Principal
                              Financial and
                              Accounting
                              Officer)

/s/Benjamin A. Rowland, Jr.   Vice President      June 6, 1994
Benjamin A. Rowland, Jr.      and Director

_______________________       Director            June 6, 1994
Ralph Z. Sorenson
EXHIBIT INDEX

                                                       Sequential
Exhibit                                                 Page No.

24.2    Consent of Deloitte & Touche, independent         15
        accountants, filed herewith.

25.1    Power of Attorney (included in the                12
        signature page of this Registration                 
        Statement) filed herewith.
EXHIBIT 24.2

                  INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration
Statement of Eaton Vance Corp. on Form S-8 of our reports dated
December 8, 1993, appearing in and incorporated by reference in
the Annual Report on Form 10-K of Eaton Vance Corp. for the year
ended October 31, 1993 and to the reference to us under the
heading "Experts" in the prospectus, which is part of this
Registration Statement.

/s/ Deloitte & Touche 
Deloitte & Touche

Boston, Massachusetts
June 8, 1994