As filed with the Securities and Exchange Commission on September 3, 1998

                       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)                                  Number)

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

                        1992 AND 1995 STOCK OPTION PLANS
                        --------------------------------
                            (Full title of the Plans)

                              Alan R. Dynner, Esq.
                                Eaton Vance Corp.
                                24 Federal Street
                                Boston, MA 02110
                                ----------------
                     (Name and address of agent for service)

                                  (617)482-8260
                                  -------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
-------------------------------------------------------------------------------------------------------------------
                                                      Proposed                Proposed
        Title of                                       maximum                maximum
       Securities                                     offering               aggregate
         to be                Amount to be            price per               offering               Amount of
       registered            registered (1)             share                price (3)         registration fee (3)
       ----------            --------------             -----                ---------         --------------------
<S>                           <C>                       <C>                <C>                      <C>            

Non-Voting Common Stock        2,671,682                 (2)               $28,549,806.22            $8,422.21
$.015625 par value             shares
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Plus such  additional  number of shares as may be required  pursuant to the
     Plans in the event of a stock dividend,  stock split,  recapitalization  or
     other similar change in the Non-Voting Common Stock.

(2)  Options  granted  under the Plans may be exercised  at prices  ranging from
     $5.742 to $23.125 per share.

(3)  Pursuant to Rule 457(h) under the Securities  Act of 1933, as amended,  the
     aggregate  offering price and  registration fee are computed upon the basis
     of the aggregate price at which the options  covering the maximum number of
     shares may be exercised under the Plans.

                               Page 1 of 13 pages.
                           Exhibit Index is on page 9.


<PAGE>
                                EXPLANATORY NOTE


     This  Registration  Statement  has been  prepared  in  accordance  with the
requirements  of  General  Instruction  D to  Form  S-8.  The  purpose  of  this
Registration  Statement is to register  2,671,682  shares of  Non-Voting  Common
Stock,  $.015625 par value per share (the  "Stock"),  of Eaton Vance Corp.  (the
"Company" or the  "Registrant"),  which  shares have been  reserved for issuance
upon the exercise of options to purchase Stock granted pursuant to the Company's
1992 and 1995 Stock Option Plans.

     The Company will deliver a prospectus meeting the requirements of Part I of
Form S-8 to all persons  granted options to purchase stock pursuant to the Plans
in accordance with the requirements of Rule 428.


                                       2
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
(SEC File No.  1-8100) are  incorporated  as of their  respective  dates in this
Registration Statement by reference:

     (a)  the Company's Annual Report to security holders which contains audited
          financial statements for its fiscal year ended October 31, 1997;

     (b)  the  Company's  Annual  Report on Form 10-K for the year ended October
          31, 1997 and the Exhibits  thereto,  filed under  Section 15(d) of the
          Securities Exchange Act of 1934;

     (c)  the Company's  quarterly  reports on Form 10-Q for the quarters  ended
          January 31, 1998 and April 30, 1998,  filed under Section 15(d) of the
          Securities Exchange Act of 1934;

     (d)  that portion of the Company's Form 8-B dated  February 4, 1981,  filed
          under  Section  12 of  the  Securities  Exchange  Act  of  1934,  that
          describes the Company's Non-Voting Common Stock, and all amendments or
          reports filed for the purpose of updating such description; and

     (e)  all other  reports  filed by the Company  pursuant to Section 13(a) or
          15(d) of the  Securities  Exchange Act of 1934 since  October 31, 1997
          and prior to the termination of the offering of securities  covered by
          this Registration Statement.

     All documents filed by the Company  pursuant to Section 13, 14 and 15(d) of
the  Securities  Exchange  Act of 1934  after the date  hereof  and prior to the
filing of a post-effective amendment which indicates that the securities offered
hereby have been sold or which  deregisters  the securities  covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference into this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such documents are filed.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                                  LEGAL OPINION

     The legality of the shares of Stock of the Company  offered hereby has been
passed upon for the Company by Piper & Marbury L.L.P.,  Charles Center South, 36
South Charles Street, Baltimore, Maryland 21201.


                                       3
<PAGE>
                                     EXPERTS

     The financial  statements  and the related  financial  statement  schedules
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K, as amended,  for the year ended October 31, 1997 have been audited by
Deloitte & Touche LLP,  independent  auditors,  as stated in their reports which
are incorporated herein by reference,  and have been so incorporated in reliance
upon the  reports  of such  firm  given  upon  their  authority  as  experts  in
accounting and auditing.

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.

     There are filed with the Registration Statement the following exhibits:

     4.1  Specimen  certificate  representing  the Non-Voting  Common Stock (see
          Pages 10-11)

     5.1  Opinion of Piper & Marbury L.L.P.,  as to legality of the shares being
          registered (see Page 12).

     23.1 Consent of Deloitte & Touche LLP (See Page 13).


                                       4
<PAGE>
     23.2 Consent of Piper & Marbury L.L.P. (included in Exhibit 5.1).

     24.1 Power of Attorney (See Page 7).

     28.1 Copy of  Registrant's  1992 Stock Option Plan -  Restatement  No. 2 is
          filed as Exhibit  No.  10.15 to the Annual  Report on Form 10-K of the
          Company  for the fiscal  year  ended  October  31,  1997 (SEC File No.
          1-8100) and is incorporated herein by reference.

     28.2 Copy of  Registrant's  1995 Stock Option Plan -  Restatement  No. 2 is
          filed as Exhibit  No.  10.16 to the Annual  Report on Form 10-K of the
          Company  for the fiscal  year  ended  October  31,  1997 (SEC File No.
          1-8100) and is incorporated herein by reference.

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 of 1933 (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  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


                                       5
<PAGE>
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.


                                       6
<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 3rd
day of September, 1998.

                              EATON VANCE CORP.



                              By:  /s/  James B. Hawkes
                                   --------------------------
                                        James B. Hawkes
                                        President



                                POWER OF ATTORNEY

     We, the  undersigned  officers and  directors of Eaton Vance Corp.,  hereby
severally  constitute  and appoint Alan R. Dynner,  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.


                                       7
<PAGE>
     Signature                        Title                       Date
     ---------                        -----                       ----

                                President, Chief Executive
/s/  James B. Hawkes              Officer and Director
----------------------------      (Principal Executive         September 3, 1998
James B. Hawkes                    Officer)


/s/  M. Dozier Gardner          Vice Chairman and Director     September 3, 1998
----------------------------
M. Dozier Gardner

                                Director
----------------------------
John G.L. Cabot

                                Director
----------------------------
John M. Nelson


/s/  Vincent M. O'Reilly        Director                       September 3, 1998
----------------------------
Vincent M. O'Reilly


/s/  Benjamin A. Rowland, Jr.   Vice President and Director    September 3, 1998
-----------------------------
Benjamine A. Rowland, Jr.

                                Director
----------------------------- 
Ralph Z. Sorenson


/s/  William M. Steul           Treasurer (Principal           September 3, 1998
-----------------------------     Financial and Accounting 
William M. Steul                  Officer)


                                       8
<PAGE>
                                  EXHIBIT INDEX


                                                                      Sequential
                                                                        Page No.
                                                                      ----------

Exhibit 4.1 (Specimen certificate representing the 
Non-Voting Common Stock)......................................................10

Exhibit 5.1 (Opinion and Consent of Piper & Marbury L.L.P.)...................12

Exhibit 23.1 (Consent of Deloitte & Touche LLP)...............................13

Exhibit 24.1 (Power of Attorney)..............................................7

Exhibit 28.1 (1992 Stock Option Plan - Restatement No. 2 
is filed as Exhibit No. 10.15 to Registrant's Form 10-K for 
the fiscal year ended October 31, 1997 and is 
incorporated herein by reference).............................................44

Exhibit 28.2 (1995 Stock Option Plan - Restatement No. 2 
is filed as Exhibit No. 10.16 to Registrant's Form 10-K for 
the fiscal year ended October 31, 1997 and is incorporated
herein by reference)..........................................................52


                                       9
<PAGE>
                                                                     EXHIBIT 4.1



NUMBER                                                  SHARES
[ EV ]                                                  [     ]


COMMON STOCK                                            COMMON STOCK

PAR VALUE
$0.015625 PER SHARE                                     CUSIP
                                                        SEE REVERSE FOR CERTAIN
                                                        DEFINITIONS

                                EATON VANCE CORP.

Incorporated under                              This Certificate is Transferable
The Laws of Maryland                            In New York, NY or Boston


THIS CERTIFIES THAT



IS THE OWNER OF

       FULLY PAID AND NON-ASSESSABLE SHARES OF NON-VOTING COMMON STOCK OF

Eaton   Vance   Corp.   transferable   on  the books of the  Corporation  by the
holder hereof in person or by duly  authorized  attorney upon  surrender of this
certificate properly endorsed. This certificate is not valid until countersigned
by the Transfer Agent and Registrar.  The Corporation will furnish to the holder
hereof on request and without  charge a full statement of the  designations  and
any  preferences,  conversion  and other rights,  voting  powers,  restrictions,
limitations  as to  dividends,  qualifications,  and  terms  and  conditions  of
redemption  of the stock of each class which the  Corporation  is  authorized to
issue.

WITNESS  THE  FACSIMILE  SEAL  OF  THE CORPORATION AND THE FACSIMILE  SIGNATURES
OF ITS DULY AUTHORIZED OFFICERS

Dated.

                                           COUNTERSIGNED AND REGISTERED:
                                               THE FIRST NATIONAL BANK OF BOSTON
                                                    TRANSFER AGENT AND REGISTRAR

                                            BY:
                                                      Authorized Signature

         TREASURER                                                      CHAIRMAN


                                       10
<PAGE>
     The  following  abbreviations,   when  used  in  the  inscription  of  this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:

     TEN COM  -  as tenants in common         UNIF GIFT MIN ACT -__ Custodian __
     TEN ENT  -  as tenants by the entireties                  (Cust)    (Minor)
     JT TEN   -  as joint tenants with right of    under Uniform Gifts to Minors
                 survivorship and not as tenants   Act_____________
                 in common                              (State)

     Additional abbreviations may also be used though not in the above list.

     For Value  Received, ______________ hereby  sell,  assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

[                                     ]
---------------------------------------



     (Please  print or  typewrite  name and  address,  including  zip  code,  of
assignee)








                                                     Shares of the capital stock
represented by the within Certificate, and do hereby irrevocably constitute

and appoint                                                             Attorney
to transfer  the said stock on the books of the within  named  Corporation  with
full power of substitution in the premises.

Dated


          NOTICE:   THE  SIGNATURE  TO  THE  ASSIGNMENT MUST CORRESPOND WITH THE
          NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY  PARTICULAR,
          WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed:

------------------------------------
THE  SIGNATURE(S)  SHOULD BE  GUARANTEED  BY AN ELIGIBLE  GUARANTOR  INSTITUTION
(BANKS,  STOCKBROKERS,  SAVINGS  AND LOAN  ASSOCIATIONS  AND CREDIT  UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE  MEDALLION  PROGRAM),  PURSUANT TO
S.E.C. RULE 17Ad-15.


                                       11
<PAGE>
                                                                     Exhibit 5.1

                                 PIPER & MARBURY
                                     L.L.P.
                              Charles Center South
                             36 South Charles Street
                         Baltimore, Maryland 21201-3018
                                  410-550-2530
                                Fax: 410-530-0489

                                        September 2, 1998

Eaton Vance Corp.
24 Federal Street
Boston, Massachusetts  02110

          Registration Statement on Form S-8
          ----------------------------------

Dear Sirs:

     We have acted as counsel for Eaton Vance Corp., a Maryland corporation (the
"Company"),  in connection  with a  Registration  Statement on Form S-8 which is
being filed by the Company under the  Securities  Act of 1933, as amended,  (the
"Registration   Statement"),   and  which  registers  2,671,682  shares  of  the
Non-Voting  Common Stock of the Company (the "Shares") to be issued  pursuant to
the Company's 1992 and 1995 Stock Option Plans (the "Plans").

     In that capacity,  we have reviewed the charter and by-laws of the Company,
the  Registration  Statement,  the  corporate  action  taken by the Company that
provides  for the  issuance or delivery of the Shares to be issued or  delivered
under the Plans (to the extent covered by the Registration Statement),  and such
other materials and matters as we have deemed necessary for the issuance of this
opinion.  We have also examined the  Certificate of Corporate  Officer dated the
date hereof (the "Certificate"). In rendering our opinion, we are relying on the
Certificate  and have made no independent  investigation  or inquiries as to the
matters set forth therein.  In our  examination of the aforesaid  documents,  we
have  assumed,  without  independent  investigation,   the  genuineness  of  all
signatures,  the legal capacity of all  individuals who have executed any of the
aforesaid  documents,  the  authenticity  of all  documents  submitted  to us as
originals, and the conformity with originals of all documents submitted to us as
copies (and the  authenticity  of the  originals of such  copies),  and that all
public records reviewed are accurate and complete.

     Based upon the  foregoing,  we are of the opinion that the Shares have been
duly  and  validly   authorized  and  upon  issuance  and  delivery  thereof  as
contemplated  in  the  Registration  Statement,   will  be,  under  the  general
corporation  law of the State of  Maryland,  legally  issued,  fully  paid,  and
non-assessable.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement  and  to  the  reference  to  our  firm  and  to  our  opinion  in the
Registration  Statement and the prospectus  which is a part thereof.

                              Very truly yours,

                              /s/ Piper & Marbury L.L.P.


                                       12
<PAGE>
                                                                    Exhibit 23.1


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 November 25, 1997,  appearing
in and  incorporated  by  reference  in the Annual  Report on Form 10-K of Eaton
Vance  Corp.  for the year  ended  October  31,  1997,  as  amended,  and to the
reference to us under the heading "Experts" in the prospectus,  which is part of
this Registration Statement.


                              /s/  Deloitte & Touche LLP


Boston, Massachusetts
September 3, 1998


                                       13
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As filed with the Securities and Exchange Commission on September 3, 1998

                       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)                                  Number)

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

                        1992 AND 1995 STOCK OPTION PLANS
                        --------------------------------
                            (Full title of the Plans)

                              Alan R. Dynner, Esq.
                                Eaton Vance Corp.
                                24 Federal Street
                                Boston, MA 02110
                                ----------------
                     (Name and address of agent for service)

                                  (617)482-8260
                                  -------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------------
                                                      Proposed                Proposed
        Title of                                       maximum                maximum
       Securities                                     offering               aggregate
         to be                Amount to be            price per               offering               Amount of
       registered            registered (1)             share                price (3)         registration fee (3)
       ----------            --------------             -----                ---------         --------------------
Non-Voting Common Stock        2,671,682                 (2)               $28,549,806.22            $8,422.21
$.015625 par value             shares
---------------------------------------------------------------------------------------------------------------------
(1)  Plus such  additional  number of shares as may be required  pursuant to the
     Plans in the event of a stock dividend,  stock split,  recapitalization  or
     other similar change in the Non-Voting Common Stock.

(2)  Options  granted  under the Plans may be exercised  at prices  ranging from
     $5.742 to $23.125 per share.

(3)  Pursuant to Rule 457(h) under the Securities  Act of 1933, as amended,  the
     aggregate  offering price and  registration fee are computed upon the basis
     of the aggregate price at which the options  covering the maximum number of
     shares may be exercised under the Plans.

                               Page 1 of 13 pages.
                           Exhibit Index is on page 9.
EXPLANATORY NOTE

     This  Registration  Statement  has been  prepared  in  accordance  with the
requirements  of  General  Instruction  D to  Form  S-8.  The  purpose  of  this
Registration  Statement is to register  2,671,682  shares of  Non-Voting  Common
Stock,  $.015625 par value per share (the  "Stock"),  of Eaton Vance Corp.  (the
"Company" or the  "Registrant"),  which  shares have been  reserved for issuance
upon the exercise of options to purchase Stock granted pursuant to the Company's
1992 and 1995 Stock Option Plans.

     The Company will deliver a prospectus meeting the requirements of Part I of
Form S-8 to all persons  granted options to purchase stock pursuant to the Plans
in accordance with the requirements of Rule 428.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
(SEC File No.  1-8100) are  incorporated  as of their  respective  dates in this
Registration Statement by reference:

     (a)  the Company's Annual Report to security holders which contains audited
          financial statements for its fiscal year ended October 31, 1997;

     (b)  the  Company's  Annual  Report on Form 10-K for the year ended October
          31, 1997 and the Exhibits  thereto,  filed under  Section 15(d) of the
          Securities Exchange Act of 1934;

     (c)  the Company's  quarterly  reports on Form 10-Q for the quarters  ended
          January 31, 1998 and April 30, 1998,  filed under Section 15(d) of the
          Securities Exchange Act of 1934;

     (d)  that portion of the Company's Form 8-B dated  February 4, 1981,  filed
          under  Section  12 of  the  Securities  Exchange  Act  of  1934,  that
          describes the Company's Non-Voting Common Stock, and all amendments or
          reports filed for the purpose of updating such description; and

     (e)  all other  reports  filed by the Company  pursuant to Section 13(a) or
          15(d) of the  Securities  Exchange Act of 1934 since  October 31, 1997
          and prior to the termination of the offering of securities  covered by
          this Registration Statement.

     All documents filed by the Company  pursuant to Section 13, 14 and 15(d) of
the  Securities  Exchange  Act of 1934  after the date  hereof  and prior to the
filing of a post-effective amendment which indicates that the securities offered
hereby have been sold or which  deregisters  the securities  covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference into this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such documents are filed.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                                  LEGAL OPINION

     The legality of the shares of Stock of the Company  offered hereby has been
passed upon for the Company by Piper & Marbury L.L.P.,  Charles Center South, 36
South Charles Street, Baltimore, Maryland 21201.

                                       3
EXPERTS

     The financial  statements  and the related  financial  statement  schedules
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K, as amended,  for the year ended October 31, 1997 have been audited by
Deloitte & Touche LLP,  independent  auditors,  as stated in their reports which
are incorporated herein by reference,  and have been so incorporated in reliance
upon the  reports  of such  firm  given  upon  their  authority  as  experts  in
accounting and auditing.

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.

     There are filed with the Registration Statement the following exhibits:

     4.1  Specimen  certificate  representing  the Non-Voting  Common Stock (see
          Pages 10-11)

     5.1  Opinion of Piper & Marbury L.L.P.,  as to legality of the shares being
          registered (see Page 12).

     23.1 Consent of Deloitte & Touche LLP (See Page 13).

                                       4
23.2 Consent of Piper & Marbury L.L.P. (included in Exhibit 5.1).

     24.1 Power of Attorney (See Page 7).

     28.1 Copy of  Registrant's  1992 Stock Option Plan -  Restatement  No. 2 is
          filed as Exhibit  No.  10.15 to the Annual  Report on Form 10-K of the
          Company  for the fiscal  year  ended  October  31,  1997 (SEC File No.
          1-8100) and is incorporated herein by reference.

     28.2 Copy of  Registrant's  1995 Stock Option Plan -  Restatement  No. 2 is
          filed as Exhibit  No.  10.16 to the Annual  Report on Form 10-K of the
          Company  for the fiscal  year  ended  October  31,  1997 (SEC File No.
          1-8100) and is incorporated herein by reference.

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 of 1933 (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  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

                                       5
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.

                                       6
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 3rd
day of September, 1998.

                              EATON VANCE CORP.

                              By:  /s/  James B. Hawkes
                                   --------------------------
                                        James B. Hawkes
                                        President

                                POWER OF ATTORNEY

     We, the  undersigned  officers and  directors of Eaton Vance Corp.,  hereby
severally  constitute  and appoint Alan R. Dynner,  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.

                                       7
Signature                        Title                       Date
     ---------                        -----                       ----

                                President, Chief Executive
/s/  James B. Hawkes              Officer and Director
----------------------------      (Principal Executive         September 3, 1998
James B. Hawkes                    Officer)

/s/  M. Dozier Gardner          Vice Chairman and Director     September 3, 1998
----------------------------
M. Dozier Gardner

                                Director
----------------------------
John G.L. Cabot

                                Director
----------------------------
John M. Nelson

/s/  Vincent M. O'Reilly        Director                       September 3, 1998
----------------------------
Vincent M. O'Reilly

/s/  Benjamin A. Rowland, Jr.   Vice President and Director    September 3, 1998
-----------------------------
Benjamine A. Rowland, Jr.

                                Director
----------------------------- 
Ralph Z. Sorenson

/s/  William M. Steul           Treasurer (Principal           September 3, 1998
-----------------------------     Financial and Accounting 
William M. Steul                  Officer)

                                       8
EXHIBIT INDEX

                                                                      Sequential
                                                                        Page No.
                                                                      ----------

Exhibit 4.1 (Specimen certificate representing the 
Non-Voting Common Stock)......................................................10

Exhibit 5.1 (Opinion and Consent of Piper & Marbury L.L.P.)...................12

Exhibit 23.1 (Consent of Deloitte & Touche LLP)...............................13

Exhibit 24.1 (Power of Attorney)..............................................7

Exhibit 28.1 (1992 Stock Option Plan - Restatement No. 2 
is filed as Exhibit No. 10.15 to Registrant's Form 10-K for 
the fiscal year ended October 31, 1997 and is 
incorporated herein by reference).............................................44

Exhibit 28.2 (1995 Stock Option Plan - Restatement No. 2 
is filed as Exhibit No. 10.16 to Registrant's Form 10-K for 
the fiscal year ended October 31, 1997 and is incorporated
herein by reference)..........................................................52

                                       9
EXHIBIT 4.1

NUMBER                                                  SHARES
[ EV ]                                                  [     ]

COMMON STOCK                                            COMMON STOCK

PAR VALUE
$0.015625 PER SHARE                                     CUSIP
                                                        SEE REVERSE FOR CERTAIN
                                                        DEFINITIONS

                                EATON VANCE CORP.

Incorporated under                              This Certificate is Transferable
The Laws of Maryland                            In New York, NY or Boston

THIS CERTIFIES THAT

IS THE OWNER OF

       FULLY PAID AND NON-ASSESSABLE SHARES OF NON-VOTING COMMON STOCK OF

Eaton   Vance   Corp.   transferable   on  the books of the  Corporation  by the
holder hereof in person or by duly  authorized  attorney upon  surrender of this
certificate properly endorsed. This certificate is not valid until countersigned
by the Transfer Agent and Registrar.  The Corporation will furnish to the holder
hereof on request and without  charge a full statement of the  designations  and
any  preferences,  conversion  and other rights,  voting  powers,  restrictions,
limitations  as to  dividends,  qualifications,  and  terms  and  conditions  of
redemption  of the stock of each class which the  Corporation  is  authorized to
issue.

WITNESS  THE  FACSIMILE  SEAL  OF  THE CORPORATION AND THE FACSIMILE  SIGNATURES
OF ITS DULY AUTHORIZED OFFICERS

Dated.

                                           COUNTERSIGNED AND REGISTERED:
                                               THE FIRST NATIONAL BANK OF BOSTON
                                                    TRANSFER AGENT AND REGISTRAR

                                            BY:
                                                      Authorized Signature

         TREASURER                                                      CHAIRMAN

                                       10
The  following  abbreviations,   when  used  in  the  inscription  of  this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:

     TEN COM  -  as tenants in common         UNIF GIFT MIN ACT -__ Custodian __
     TEN ENT  -  as tenants by the entireties                  (Cust)    (Minor)
     JT TEN   -  as joint tenants with right of    under Uniform Gifts to Minors
                 survivorship and not as tenants   Act_____________
                 in common                              (State)

     Additional abbreviations may also be used though not in the above list.

     For Value  Received, ______________ hereby  sell,  assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

[                                     ]
---------------------------------------

     (Please  print or  typewrite  name and  address,  including  zip  code,  of
assignee)

                                                     Shares of the capital stock
represented by the within Certificate, and do hereby irrevocably constitute

and appoint                                                             Attorney
to transfer  the said stock on the books of the within  named  Corporation  with
full power of substitution in the premises.

Dated

          NOTICE:   THE  SIGNATURE  TO  THE  ASSIGNMENT MUST CORRESPOND WITH THE
          NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY  PARTICULAR,
          WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed:

------------------------------------
THE  SIGNATURE(S)  SHOULD BE  GUARANTEED  BY AN ELIGIBLE  GUARANTOR  INSTITUTION
(BANKS,  STOCKBROKERS,  SAVINGS  AND LOAN  ASSOCIATIONS  AND CREDIT  UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE  MEDALLION  PROGRAM),  PURSUANT TO
S.E.C. RULE 17Ad-15.

                                       11
Exhibit 5.1

                                 PIPER & MARBURY
                                     L.L.P.
                              Charles Center South
                             36 South Charles Street
                         Baltimore, Maryland 21201-3018
                                  410-550-2530
                                Fax: 410-530-0489

                                        September 2, 1998

Eaton Vance Corp.
24 Federal Street
Boston, Massachusetts  02110

          Registration Statement on Form S-8
          ----------------------------------

Dear Sirs:

     We have acted as counsel for Eaton Vance Corp., a Maryland corporation (the
"Company"),  in connection  with a  Registration  Statement on Form S-8 which is
being filed by the Company under the  Securities  Act of 1933, as amended,  (the
"Registration   Statement"),   and  which  registers  2,671,682  shares  of  the
Non-Voting  Common Stock of the Company (the "Shares") to be issued  pursuant to
the Company's 1992 and 1995 Stock Option Plans (the "Plans").

     In that capacity,  we have reviewed the charter and by-laws of the Company,
the  Registration  Statement,  the  corporate  action  taken by the Company that
provides  for the  issuance or delivery of the Shares to be issued or  delivered
under the Plans (to the extent covered by the Registration Statement),  and such
other materials and matters as we have deemed necessary for the issuance of this
opinion.  We have also examined the  Certificate of Corporate  Officer dated the
date hereof (the "Certificate"). In rendering our opinion, we are relying on the
Certificate  and have made no independent  investigation  or inquiries as to the
matters set forth therein.  In our  examination of the aforesaid  documents,  we
have  assumed,  without  independent  investigation,   the  genuineness  of  all
signatures,  the legal capacity of all  individuals who have executed any of the
aforesaid  documents,  the  authenticity  of all  documents  submitted  to us as
originals, and the conformity with originals of all documents submitted to us as
copies (and the  authenticity  of the  originals of such  copies),  and that all
public records reviewed are accurate and complete.

     Based upon the  foregoing,  we are of the opinion that the Shares have been
duly  and  validly   authorized  and  upon  issuance  and  delivery  thereof  as
contemplated  in  the  Registration  Statement,   will  be,  under  the  general
corporation  law of the State of  Maryland,  legally  issued,  fully  paid,  and
non-assessable.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement  and  to  the  reference  to  our  firm  and  to  our  opinion  in the
Registration  Statement and the prospectus  which is a part thereof.

                              Very truly yours,

                              /s/ Piper & Marbury L.L.P.

                                       12
Exhibit 23.1

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 November 25, 1997,  appearing
in and  incorporated  by  reference  in the Annual  Report on Form 10-K of Eaton
Vance  Corp.  for the year  ended  October  31,  1997,  as  amended,  and to the
reference to us under the heading "Experts" in the prospectus,  which is part of
this Registration Statement.

                              /s/  Deloitte & Touche LLP

Boston, Massachusetts
September 3, 1998

                                       13