As filed with the Securities and Exchange Commission on November 13, 2000
                                                       Registration No. 333-


                       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)

     The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
     -----------------------------------------------------------------------
               (Address of Principal Executive Offices - Zip Code)

                             1998 STOCK OPTION PLAN
                             ----------------------
                            (Full title of the Plan)

                              Alan R. Dynner, Esq.
                                Eaton Vance Corp.
                   The Eaton Vance Building, 255 State Street
                                Boston, MA 02109
                                ----------------
                     (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              regsitered (1)          share (2)               price           registration fee
----------              --------------          ---------               -----           ----------------
<S>                       <C>                   <C>                   <C>                 <C>
Non-Voting Common         2,400,000             $47.5625              $114,150,000        $30,135.60
Stock
$.015625 par value
---------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Plus such  additional  number of shares as may be issuable  pursuant to the
     Plan in the  event  of a stock  dividend,  stock  split,  recapitalization,
     reorganization, merger or other similar corporate transaction or event.

(2)  As  instructed by Rule  457(h)(1)  and  estimated in  accordance  with Rule
     457(c)  based  upon the  average of the high and low prices on The New York
     Stock Exchange on November 10, 2000.

                               Page 1 of 20 pages.
                           Exhibit Index is on page 5.


<PAGE>
                                EXPLANATORY NOTE


     This  Registration  Statement  has been  prepared  in  accordance  with the
requirements  of General  Instructions  D and E to Form S-8. The purpose of this
Registration  Statement is to register 2,400,000 additional shares of Non-Voting
Common Stock, $.015625 par value per share, to be issued under Registrant's 1998
Stock Option Plan.  The contents of a  Registration  Statement  filed August 13,
1999 for the same purpose but relating to different shares (File No. 333-85137 -
Accession No.  0000350797-99-000002) and a Registration Statement filed June 26,
2000  registering  additional  shares under the same plan (File No.  333-40112 -
Accession No. 0000350797-00-000008) are incorporated herein by reference.

     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 Plan
in accordance with the requirements of Rule 428.








                                       2
<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 31st
day of October, 2000.

                                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 Eric G. Woodbury,  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.








                                       3
<PAGE>
     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/ James B. Hawkes             President, Chief Executive      October 31, 2000
---------------------------      Officer and Director
James B. Hawkes                  (Principal Executive Officer)


/s/ John G.L. Cabot             Director                        October 27, 2000
---------------------------
John G.L. Cabot


/s/ John M. Nelson              Director                        October 30, 2000
---------------------------
John M. Nelson


/s/ Vincent M. O'Reilly         Director                        October 31, 2000
---------------------------
Vincent M. O'Reilly


/s/ Leo I. Higdon               Director                        October 26, 2000
---------------------------
Leo I. Higdon


/s/ William M. Steul            Treasurer (Principal            October 31, 2000
---------------------------      Financial Officer)
William M. Steul


/s/ Laurie G. Russell           Chief Accounting Officer        October 31, 2000
---------------------------
Laurie G. Russell


                                       4
<PAGE>
                                  EXHIBIT INDEX
                                  -------------


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

Exhibit 4.1 (Specimen certificate representing
the Non-Voting Common Stock is filed as Exhibit
No. 4.1 to the registration statement on Form S-8
of the Company dated September 3, 1998 (SEC
Registration No. 333-62801) and is incorporated
herein by reference).........................................................N/A

Exhibit 5.1 (Opinion and Consent of Nixon Peabody LLP)
(filed herewith).............................................................6-7

Exhibit 23.1 (Consent of Deloitte & Touche LLP)
(filed herewith)...............................................................8

Exhibit 23.2 (Consent of Nixon Peabody LLP is included
in Exhibit 5.1) (filed herewith).............................................6-7

Exhibit 24.1 (Power of Attorney) (filed herewith)..............................3

Exhibit 99.1 (Copy of Registrant's 1998 Stock
Option Plan - Restatement No. 2) (filed herewith)..............................9






                                       5
<PAGE>
                                                                     Exhibit 5.1

                         [NIXON PEABODY LLP LETTERHEAD]
                               101 Federal Street
                        Boston, Massachusetts 02110-1832
                                 (617) 345-1000
                               FAX: (617) 345-1300



                                                November 8, 2000

Board of Directors
Eaton Vance Corp.
The Eaton Vance Building
255 State Street
Boston, MA  02109

Ladies and Gentlemen:

     We have  acted as  special  counsel  for  Eaton  Vance  Corp.,  a  Maryland
corporation (the "Company"),  in connection with the preparation and filing with
the  Securities  and Exchange  Commission  under the  Securities Act of 1933, as
amended (the "Act"), of a Registration  Statement on Form S-8 (the "Registration
Statement")  relating to the offering of up to and  including  2,400,000  shares
(the "Shares") of the Company's  non-voting  common stock,  $0.015625 par value,
pursuant  to the  Company's  1998 Stock  Option  Plan -  Restatement  No. 2 (the
"Plan").

     In arriving at the opinions expressed below, we have examined and relied on
the following documents:

     (i)  the Registration Statement;

     (ii) the Plan;

     (iii) the Articles of Incorporation of the Company, as amended;

     (iv) the By-Laws of the Company in force as of the date hereof;

     (v)  the certificate of the Assistant Secretary of the Company; and

     (vi) certain resolutions of the Board of Directors of the Company.

     In  addition,  we have  examined  and  relied  on the  originals  or copies
certified or otherwise identified to our satisfaction of all such other records,
documents and  instruments  of the Company and such other  persons,  and we have
made such  investigations  of law, as we have deemed  appropriate as a basis for
the opinions  expressed below. We have assumed the genuineness of all signatures
and the  authenticity  of all  documents  submitted to us as  originals  and the
conformity  to the  original  documents  of  all  documents  submitted  to us as
certified or photostatic copies.


                                       6
<PAGE>
Eaton Vance Corp.
November 8, 2000
Page 2


     Based upon the  foregoing,  we are of the opinion that the Shares have been
duly and  validly  authorized,  and upon  issuance  and  delivery  in the manner
contemplated by the Registration  Statement,  the Shares will be validly issued,
fully paid and non-assessable.

     The  opinions  set  forth  above   represents  our  conclusion  as  to  the
application  of the  general  corporation  law  of  Maryland,  exclusive  of the
securities  or "blue sky" laws of the state of Maryland,  about which we express
no opinion, and federal laws to the instant matter, and we can give no assurance
that changes in such laws, or in the interpretation thereof, will not affect the
opinion  expressed  by us.  Moreover,  there  can be no  assurance  that a court
considering  the issues would not hold  contrary to such opinion.  Further,  the
opinion set forth represents our conclusions  based upon the documents  reviewed
by us and the facts  presented to us. Any material  amendments to such documents
or changes in any significant fact could affect the opinion expressed herein.

     Our opinion is further  qualified  to the extent  that the  validity of any
provision of the Plan or the rights of any grantee under the Plan may be subject
to or affected by applicable bankruptcy, insolvency, reorganization,  moratorium
or similar laws affecting the rights of creditors generally.

     We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to our Firm in the Registration Statement.

                                Very truly yours,


                                /s/ Nixon Peabody LLP


                                       7
<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 report dated  November  30,  1999,  (which
expresses an unqualified opinion and includes an explanatory  paragraph relating
to a  change  in the  method  of  accounting  for  offering  costs  incurred  in
connection with the  distribution  of closed end funds)  appearing in the Annual
Report on Form 10-K of Eaton Vance Corp. for the year ended October 31, 1999.


/s/ Deloitte & Touche LLP
Deloitte & Touche LLP


Boston, Massachusetts
November 10, 2000


                                       8
<PAGE>
                                                                    Exhibit 99.1


                                                   As effective November 1, 2000


                                EATON VANCE CORP.

                             1998 STOCK OPTION PLAN
                             ----------------------

                                RESTATEMENT NO. 2
                                -----------------

     1.  Definitions.  As used in this Eaton Vance Corp.  1998 Stock Option Plan
the following terms shall have the following meaning:

     Board means the Company's Board of Directors.

     Code means the Internal Revenue Code of 1986, as amended from time to time.
References  to any  provision  of the Code shall be deemed to include  successor
provisions and regulations and other guidance issued thereunder.

     Committee  means the Option  Committee  of the Board,  or such other  Board
committee as may be appointed by the Board to  administer  the Plan  pursuant to
Section 5. The Committee  shall consist  solely of two or more  Directors of the
Company.

     Company means Eaton Vance Corp., a Maryland  corporation,  or any successor
corporation.

     Director  Option means a  nonqualified  stock option  granted to a director
pursuant to the formula plan set forth in Section 8.

     Exchange Act means the  Securities  Exchange  Act of 1934,  as amended from
time to time. References to any provision of the Exchange Act shall be deemed to
include successor  provisions  thereto and regulations and other guidance issued
thereunder.

     Grant Date means the date on which an Option is granted.

     Incentive Option means an Option that satisfies the requirements of Section
422 of the Code.

     Market Value means the closing price on the New York Stock Exchange for the
Shares for any date.

     Nonqualified  Option means an Option other than an Incentive Option granted
to an employee.

     Option means an option to purchase Shares granted under the Plan.


                                       9
<PAGE>
     Option  Agreement  means an agreement  between the Company and an Optionee,
setting forth the terms and conditions of an Option.

     Option Price means the price to be paid by an Optionee  upon exercise of an
Option.

     Optionee  means a person  eligible  to  receive an Option to whom an Option
shall have been granted under the Plan.

     Plan means this 1998 Stock Option Plan, as amended or restated from time to
time.

     Qualified  Member means a member of the  Committee  who is a  "non-employee
director"  within the  meaning of Rule  16b-3(b)(3)  and an  "outside  director"
within the  meaning of Treasury  Regulation  1.162-27(e)(3)  under Code  Section
162(m).

     Rule 16b-3 means Rule 16b-3,  as from time to time in effect and applicable
to the  Plan  and any  Optionee,  promulgated  by the  Securities  and  Exchange
Commission under Section 16 of the Exchange Act.

     Shares means shares of Non-Voting Common Stock of the Company or such other
securities as may be substituted or resubstituted  therefor  pursuant to Section
4.

     Subsidiary means a subsidiary of the Company,  as defined in Section 424(f)
of the Code.

     2.  Purpose.  The  purpose of the Plan is to advance the  interests  of the
Company by  strengthening  the ability of the Company  and its  Subsidiaries  to
attract,  retain and motivate  directors and employees by providing them with an
opportunity  to purchase  Shares and thus  participate  in the  ownership of the
Company,  including the opportunity to share in any appreciation in the value of
such  Shares.  It is intended  that the Plan will  strengthen  the  mutuality of
interest  between  such  persons  and  the  stockholders  of the  Company.  Both
Incentive  Options and Nonqualified  Options may be granted under the Plan. This
Plan is the successor to the Company's 1995 Stock Option Plan - Restatement  No.
2.

     3. Effective  Date. The Plan became  effective on July 7, 1998, the date it
was adopted by the Board and approved by the voting stockholders of the Company.
This  Restatement  No. 2 became  effective on November 1, 2000,  the date it was
adopted by the Board and approved by the voting stockholders of the Company.

     4. Stock Subject to the Plan; Adjustments.

     (a) Shares  Reserved.  Subject to adjustment as hereinafter  provided,  the
total number of Shares  reserved for issuance in  connection  with Options under
the Plan shall be  6,000,000  (which at the close of business  on  November  13,
2000,  shall be increased to 12,000,000 to reflect the  two-for-one  stock split
effective  on that  date).  No Option  may be granted if the number of shares to


                                       10
<PAGE>
which such Option relates,  when added to the number of Shares previously issued
under the Plan,  exceeds the number of shares  reserved under this Section 4(a).
Shares  issued under the Plan shall be counted  against this limit in the manner
specified in Section 4(b).

     (b)  Manner of  Counting  Shares.  If any  Shares  subject to an Option are
forfeited, canceled, exchanged, or surrendered or such Option is settled in cash
or otherwise  terminates  without a distribution  of Shares to the  Participant,
including  (i) the number of Shares  withheld in payment of any Option  Price or
tax  obligation  relating to the  exercise of such Option and (ii) the number of
Shares  equal to the number  surrendered  in payment of any Option  Price or tax
obligation  relating to the exercise of such Option,  such number of Shares will
again  be  available  for  Options  under  the  Plan.  The  Committee  may  make
determinations  and adopt regulations for the counting of Shares relating to any
Option to ensure  appropriate  counting,  avoid double  counting (in the case of
substitute Options), and provide for adjustments in any case in which the number
of Shares  actually  distributed  differs  from the number of Shares  previously
counted in connection with such Option.

     (c) Type of Shares Distributable.  Any Shares delivered upon exercise of an
Option may consist,  in whole or in part, of authorized  and unissued  Shares or
Shares  reacquired  by the  Company  through  purchase  in the open market or in
private transactions.

     (d)  Adjustments.  In the event that the Committee shall determine that any
dividend or other  distribution  (whether in the form of cash,  Shares, or other
property) which is unusual and  non-recurring,  or any  recapitalization,  stock
split,  reverse  split,   reorganization,   merger,   consolidation,   spin-off,
combination,   repurchase  or  share  exchange,   or  other  similar   corporate
transaction  or event affects the Shares such that an adjustment is  appropriate
in order to prevent dilution or enlargement of the rights of Optionees under the
Plan, then the Committee shall make such equitable  changes or adjustments as it
deems  appropriate  and, in such manner as it may deem equitable,  adjust any or
all of (i) the  number  and kind of  Shares  which may  thereafter  be issued in
connection  with Options,  (ii) the number and kind of Shares issued or issuable
in respect of outstanding Options or, if deemed appropriate, make provisions for
payment of cash or other property with respect to any outstanding Option,  (iii)
the Option Price relating to any Option,  and (iv) the number and kind of Shares
set forth in Section 7(d) as the  per-person  limitation  for any three calendar
years; provided,  however, in each case that, with respect to Incentive Options,
such adjustment shall be made in accordance with Section 424 of the Code, unless
the Committee determines otherwise.  In addition, the Committee is authorized to
make  adjustments  in  the  terms  and  conditions  of,  and  any  criteria  and
performance  objectives or goals  included in, Options in recognition of unusual
or non-recurring  events (including events described in the preceding  sentence,
as well as acquisitions and dispositions of assets or all or part of businesses)
affecting the Company or any  Subsidiary or any business  unit, or the financial
statements thereof,  or in response to changes in applicable laws,  regulations,
accounting principles,  tax rates and regulations,  or business conditions or in
view of the Committee's  assessment of the business  strategy of the Company,  a
Subsidiary,  or business unit thereof,  performance of comparable organizations,
economic and business conditions,  personal performance of an Optionee,  and any
other circumstances deemed relevant;  provided that, unless otherwise determined
by the  Committee,  no such  adjustment  shall be made if and to the extent that
such  adjustment  would cause  Options  granted to  employees  who are  "covered
employees"  within  the  meaning  of Code  Section  162(m) to fail to qualify as


                                       11
<PAGE>
"performance-based  compensation"  under Code  Section  162(m)  and  regulations
thereunder.

     5. Administration.

     (a)  Authority  of the  Committee.  The Plan shall be  administered  by the
Committee.  The Committee  shall have full and final authority and discretion to
take the  following  actions,  in each case subject to and  consistent  with the
provisions of the Plan:

     (i) to select employees to whom Options may be granted;

     (ii) to  determine  the  type  and  number  of  Options  to be  granted  to
employees,  the number of Shares to which such an Option may  relate,  the terms
and conditions of any Option  granted to an employee  under the Plan  (including
the Option  Price,  any  restriction  or  condition,  any  schedule for lapse of
restrictions   or  conditions   relating  to   transferability   or  forfeiture,
exercisability,  or settlement of such an Option,  and waivers or  accelerations
thereof, and waivers of performance conditions relating to such an option, based
in each case on such  considerations as the Committee shall determine),  and all
other  matters to be  determined  in  connection  with any Option  granted to an
employee;

     (iii) to determine whether, to what extent, and under what circumstances an
Option may be settled, or the Option Price may be paid, in cash, Shares or other
property, or an Option may be canceled, forfeited, exchanged, or surrendered;

     (iv) to determine  whether,  to what extent,  and under what  circumstances
cash,  Shares or other  property  payable  with  respect  to an  Option  will be
deferred  either  automatically,  at the  election of the  Committee,  or at the
election of the  Optionee,  and whether to create  trusts and deposit  Shares or
other property therein;

     (v) to  prescribe  the form of each  Option  Agreement,  which  need not be
identical for each Optionee;

     (vi)  to  adopt,  amend,  suspend,   waive,  and  rescind  such  rules  and
regulations  and appoint  such agents as the  Committee  may deem  necessary  or
advisable to administer the Plan;

     (vii) to  correct  any  defect or supply  any  omission  or  reconcile  any
inconsistency in the Plan and to construe and interpret the Plan and any Option,
rules and  regulations,  Option  Agreement,  or other  agreement  or  instrument
hereunder; and

     (viii) to make all other  decisions and  determinations  as may be required
under the terms of the Plan or as the Committee may deem  necessary or advisable
for the administration of the Plan.


                                       12
<PAGE>
In its administration of the Plan, the Committee shall not take any action which
would result in a transaction  involving a Director  Option failing to be exempt
under Rule 16b-3(d). Other provisions of the Plan notwithstanding, the Board may
perform any function of the Committee under the Plan,  including for the purpose
of ensuring that  transactions  under the Plan by Optionees who are then subject
to Section 16 of the  Exchange  Act in respect of the Company  are exempt  under
Rule  16b-3.  In any case in which the Board is  performing  a  function  of the
Committee under the Plan, each reference to the Committee herein shall be deemed
to refer to the Board, except where the context otherwise requires.

     (b) Manner of Exercise of Committee Authority. At any time that a member of
the Committee is not a Qualified Member, any action of the Committee relating to
an Option to be granted to an employee  who is then subject to Section 16 of the
Exchange  Act in respect of the  Company,  or relating to an Option  intended to
constitute "qualified performance-based compensation" within the meaning of Code
Section  162(m)  and  regulations  thereunder,  may  be  taken  either  (i) by a
subcommittee  composed solely of two or more Qualified  Members,  or (ii) by the
Committee but with each such member who is a not Qualified Member  abstaining or
recusing  himself  or  herself  from  such  action,  provided  that,  upon  such
abstention or recusal,  the  Committee  remains  composed  solely of two or more
Qualified  Members.  Such action,  authorized by such a  subcommittee  or by the
Committee upon the abstention or recusal of such non-Qualified Member(s),  shall
be the  action of the  Committee  for  purposes  of the Plan.  Any action of the
Committee  with respect to the Plan shall be final,  conclusive,  and binding on
all persons, including the Company, Subsidiaries, Optionees, any person claiming
any rights under the Plan from or through any Optionee,  and stockholders of the
Company.  The express  grant of any  specific  power to the  Committee,  and the
taking of any action by the  Committee,  shall not be  construed as limiting any
power or authority of the  Committee.  The Committee may delegate to officers or
managers of the Company or any Subsidiary  the authority,  subject to such terms
as the Committee shall determine,  to perform administrative  functions and such
other  functions as the Committee may determine,  to the extent  permitted under
applicable  law and, with respect to any Optionee who is then subject to Section
16 of the Exchange Act in respect of the Company,  to the extent  performance of
such function will not result in a subsequent  transaction  failing to be exempt
under Rule 16b-3(d).

     (c) Limitation of Liability. Each member of the Committee shall be entitled
in good faith to rely or act upon any report or other  information  furnished to
him or her by any officer or other  employee  of the Company or any  Subsidiary,
the Company's  independent  certified public accountants,  or other professional
retained by the Company to assist in the  administration  of the Plan. No member
of the Committee, nor any officer or employee of the Company acting on behalf of
the  Committee,  shall be personally  liable for any action,  determination,  or
interpretation  taken or made in good  faith with  respect to the Plan,  and all
members of the  Committee  and any officer or employee of the Company  acting on
their behalf shall,  to the extent  permitted by law, be fully  indemnified  and
protected  by the Company with  respect to any such  action,  determination,  or
interpretation.

     6.  Duration  of the Plan.  This Plan  shall  terminate  ten years from the
original  effective date hereof,  unless terminated  earlier pursuant to Section
12, and no Options may be granted thereafter.


                                       13
<PAGE>
     7. Options for Employees.

     (a) Eligible  Employees.  Options may be granted to those  employees of the
Company or of any of its Subsidiaries as are selected by the Committee.

     (b) Restrictions on Incentive  Options.  Incentive Options shall be subject
to the following restrictions:

     (i) Limitation on Number of Shares. To the extent that the aggregate Market
Value on the Grant Date of the Shares with respect to which an Option that would
otherwise constitute an Incentive Option (when aggregated, if appropriate,  with
incentive  stock options  granted before the Option under this Plan or any other
plan  maintained by the Company or any Subsidiary of the Company) is exercisable
for the first time by the Optionee  during any calendar  year exceeds  $100,000,
the Option shall be treated as a Nonqualified Option.

     (ii) 10%  Stockholder.  If any  Optionee  to whom an  Incentive  Option  is
granted is on the Grant  Date the owner of stock (as  determined  under  Section
424(d) of the Code)  possessing more than 10% of the total combined voting power
of all  classes  of stock of the  Company or any of its  Subsidiaries,  then the
following special provisions shall be applicable to that Incentive Option:

          (A) The  Option  Price  per  Share  shall not be less than 110% of the
     Market Value on the Grant Date; and

          (B) The  Incentive  Option shall expire not more than five years after
     the Grant Date.

     (c)  Price.  Subject to the  conditions  on  certain  Incentive  Options in
Section  7(b),  the Option  Price per Share  payable  upon the  exercise of each
Incentive  Option  shall be not less than 100% of the Market  Value on the Grant
Date.  The  Option  Price  per  Share of stock  payable  upon  exercise  of each
Nonqualified  Option shall be  determined  by the  Committee,  provided that the
Option Price shall not be less than 100% of the Market Value on the Grant Date.

     (d)  Limitation  on Number of Shares to be Granted to Each  Optionee.  Each
Option  Agreement  shall  specify the number of Shares to which it pertains.  No
Optionee may receive, during any three calendar year period, Options to purchase
more than 1,800,000  Shares (which at the close of business on November 13, 2000
shall be increased to 3,600,000  Shares to reflect the  two-for-one  stock split
effective on that date).  If any Option granted to an employee is canceled,  the
canceled Option continues to be counted against the maximum number of Shares for
which Options may be granted to that employee under the Plan. If, after grant of
an Option to an employee,  the Option Price is reduced,  the transaction will be
treated as a  cancellation  of the Option and the grant of a new Option,  and in
such case both the Option that is deemed to be  canceled  and the Option that is
deemed to be granted  reduce the maximum  number of Shares for which Options may
be granted to that employee  under the Plan.  The preceding two sentences  apply
only to calculating the maximum number of Shares available to an Optionee during


                                       14
<PAGE>
any three  calendar year period,  and shall not apply to or affect the manner of
counting Shares pursuant to Section 4(b).

     (e) Exercise of Options.  Subject to the terms and  conditions set forth in
the Option  Agreement,  each Option shall be exercisable  for the full amount or
for any  part  thereof  and at such  intervals  or in such  installments  as the
Committee  may  determine at the time it grants the Option;  provided,  however,
that no Option  shall be  exercisable  with respect to any Shares later than ten
years after the Grant Date.

     8. Formula Plan; Options for Directors. Upon first election to the Board of
Directors of the Company of a person who was not, within twelve months preceding
election,  either an officer of employee of the Company or any Subsidiary,  such
person  shall be  granted a  Director  Option to  purchase  the number of Shares
calculated  by dividing  $100,000 by the Market Value of the Shares on the Grant
Date. On the third Friday of December in each year,  each director who is not an
employee of the Company and its Subsidiaries  shall receive a Director Option to
purchase  the number of Shares  calculated  by  dividing  $100,000 by the Market
Value of the Shares on the Grant Date. In the event that on any Grant Date there
is not a sufficient  number of Shares available to implement fully the preceding
sentences,  then each such  director  shall  receive a pro rata  portion  of the
Director Option  contemplated by the preceding  sentences.  The Option Price for
each  Director  Option  shall be the  Market  Value on the Grant Date or, in the
event there is no Market  Value  available  on the Grant Date,  on the date next
following  the Grant Date for which a Market Value is  available.  Each Director
Option  shall become  exercisable  in four equal  installments  upon each of the
first  four  anniversaries  of the  Grant  Date.  No  Director  Option  shall be
exercisable  later than ten years after the Grant Date. It is intended that each
Director Option  automatically  granted pursuant to this Section 8 shall be made
pursuant to a formula plan as defined in Release No.  34-37260 of the Securities
and Exchange Commission (adopting restated Rule 16b-3).

     9. Terms and Conditions Applicable to All Options.

     (a)  Non-Transferability.  Except as  otherwise  expressly  provided  in an
Option Agreement, no Option shall be transferable by the Optionee otherwise than
by will or the  laws of  descent  and  distribution,  and each  Option  shall be
exercisable during the Optionee's lifetime only by him or her.

     (b) Notice of Exercise and Payment.  An Option shall be exercisable only by
delivery of a written notice to the Company's  Treasurer or any other officer of
the Company  designated  by the  Committee to accept such notices on its behalf,
specifying the number of Shares for which it is exercised. If the Shares are not
at that  time  effectively  registered  under  the  Securities  Act of 1933,  as
amended,  the  Optionee  shall  include  with such notice a letter,  in form and
substance  satisfactory  to the  Company,  confirming  that the Shares are being
purchased for the  Optionee's  own account for investment and not with a view to
distribution. Payment shall be made in full at the time the Option is exercised.
Payment shall be made by (i) cash or check,  (ii) delivery and assignment to the
Company of already-owned Shares having a Market Value as of the date of exercise
equal to the exercise price, (iii) if approved by the Committee, delivery of the
Optionee's  promissory  note for the exercise  price, or (iv) any combination of
(i), (ii) or (iii) above.


                                       15
<PAGE>
     (c) No Rights to Options; No Stockholder Rights. No employee shall have any
claim to be granted an Option  under the Plan,  and there is no  obligation  for
uniformity of treatment of  employees.  No Option shall confer upon the Optionee
any rights as a stockholder  or any claim to dividends  paid with respect to any
Shares to which the Option  relates unless and until such Shares are duly issued
to him or her in accordance with the terms of the Option.

     (d)  Cancellation  and Rescission of Options.  The Committee may provide in
any  Option  Agreement  that,  in the event an  Optionee  violates a term of the
Option  Agreement  or  other  agreement  with  or  policy  of the  Company  or a
Subsidiary,  takes or omits to take actions that are deemed to be in competition
with the Company or its Subsidiaries, an unauthorized solicitation of customers,
suppliers,  or employees of the Company or its Subsidiaries,  or an unauthorized
disclosure or misuse of proprietary or  confidential  information of the Company
or its  Subsidiaries,  or takes or omits  to take  any  other  action  as may be
specified in the Option  Agreement,  the Optionee shall be subject to forfeiture
of such Option or portion,  if any, of the Option as may then remain outstanding
and also to forfeiture of any amounts of cash, Shares or other property received
by the Optionee upon exercise or settlement of such Option or in connection with
such  Option  during  such  period (as the  Committee  may provide in the Option
Agreement) prior to the occurrence which gives rise to the forfeiture.

     (e) Options to  Optionees  Outside the United  States.  The  Committee  may
modify the terms of any Option  under the Plan granted to an Optionee who is, at
the time of grant  or  during  the term of the  Option,  resident  or  primarily
employed  outside of the United  States in any manner deemed by the Committee to
be necessary  or  appropriate  in order that such Option shall  conform to laws,
regulations,  and customs of the country in which the Optionee is then  resident
or primarily employed,  or so that the value and other benefits of the Option to
the Optionee, as affected by foreign tax laws and other restrictions  applicable
as a  result  of  the  Optionee's  residence  or  employment  abroad,  shall  be
comparable  to the value of such an Option to an  Optionee  who is  resident  or
primarily  employed in the United  States.  An Option may be modified under this
Section  9(f) in a manner that is  inconsistent  with the  express  terms of the
Plan, so long as such  modifications  will not  contravene any applicable law or
regulation.

     10.  Termination of Options.  Each Option shall terminate and may no longer
be  exercised if the  Optionee  ceases to perform  services for the Company or a
Subsidiary, in accordance with the following provisions:

     (i) if the Optionee's services shall have been terminated by resignation or
other  voluntary  action,  or  if  such  services  shall  have  been  terminated
involuntarily  for cause, all of the Optionee's  Options shall terminate and may
no longer be exercised;

     (ii) if the Optionee's  services shall have been  terminated for any reason
other  than  cause,  resignation  or other  voluntary  action  before his or her
eligibility to retire,  and before his or her disability or death, he or she may
at any time within a period of fifteen  (15) months  after such  termination  of
service  exercise  his or her  Options  to the  extent  that  the  Options  were
exercisable on the date of termination of service;


                                       16
<PAGE>
     (iii) if the  Optionee's  service  shall  have been  terminated  because of
disability  within the meaning of Section 22(e)(3) of the Code, he or she may at
any time  within a period of  fifteen  (15)  months  after such  termination  of
service  exercise  his or her  Options  to the  extent  that such  Options  were
exercisable on the date of termination of service; and

     (iv) if the Optionee dies at a time when he or she might have  exercised an
Option, then his or her estate,  personal  representative or beneficiary to whom
it has been transferred pursuant to Section 9(a) hereof may at any time within a
period of fifteen (15) months after the Optionee's  death exercise the Option to
the extent the Optionee might have exercised it at the time of death;

provided,  however,  that the  Committee  may, at its sole  discretion,  provide
specifically  in an Option  Agreement  for such other period of time (shorter or
longer than as set forth above)  during which an Optionee may exercise an Option
after  termination  of the  Optionee's  services as the  Committee  may approve,
subject to the  overriding  limitation  that no Option may be  exercised  to any
extent by anyone after the date of expiration of the Option.

     11.  Withholding  Taxes;  Delivery of Shares.  The Company's  obligation to
deliver  Shares upon  exercise of an Option  shall be subject to the  Optionee's
satisfaction  of all applicable  federal,  state and local income and employment
tax  withholding  obligations.  The  Optionee  may  satisfy the  obligations  by
electing (a) to make a cash  payment to the Company,  or (b) to have the Company
withhold Shares with a value equal to the amount required to be withheld, or (c)
to deliver to the Company  already-owned Shares with a value equal to the amount
required to be withheld.  The value of Shares to be withheld or delivered  shall
be based on the Market  Value on the date the amount of tax to be withheld is to
be determined.  The Optionee's election to have Shares withheld for this purpose
will be subject to the  following  restrictions:  (1) the election  must be made
prior to the date the amount of tax is to be  determined,  (2) the election must
be  irrevocable,  and (3) the election will be subject to the disapproval of the
Committee.

     12.  Termination  or Amendment of Plan. The Board may at any time terminate
the Plan or make such changes in or additions to the Plan as it deems  advisable
without further action on the part of the shareholders of the Company, provided:

     (a) that no such  termination or amendment shall adversely affect or impair
any then  outstanding  Option  without the consent of the Optionee  holding that
Option; and

     (b) that any such amendment which:

          (i) increases the maximum number of Shares subject to this Plan,

          (ii)  changes  the class of persons  eligible to  participate  in this
     Plan, or

          (iii) materially increases the benefits accruing to participants under
     this Plan

shall be subject to approval by the voting  stockholders  of the Company  within
one year from the effective date of such amendment and shall be null and void if
such approval is not obtained.


                                       17
<PAGE>
     13.  Change of  Control -  Automatic  Vesting of  Options.  Notwithstanding
anything to the contrary herein, the Board or the Committee shall include in the
Option  Agreement for each unvested Option granted under this Plan the following
provision, and such inclusion may be effected by incorporating this provision by
reference to this Section 13:

     This Option shall be immediately  exercisable and the Optionee shall become
eligible  to purchase  any and all shares  covered by each Option at any time or
from time to time after the occurrence of a Change of Control of the Company.  A
"Change of Control" shall mean:

     (a) The acquisition, other than from the Company, by any individual, entity
or group (within the meaning of Section 13(d) (3) or 14(d) (2) of the Securities
Exchange  Act of  1934,  as  amended  (the  "Exchange  Act"))  (a  "Person")  of
beneficial  ownership  (within the meaning of Rule 13d-3  promulgated  under the
Exchange  Act) of 25% or more of  either  (i) the  then  outstanding  non-voting
common stock of the Company (the "Non-Voting Stock") or (ii) the combined voting
power of the then outstanding  voting securities of the Company entitled to vote
generally  in the  election of  directors  (the  "Company  Voting  Securities");
provided, that any acquisition by (x) the Company or any of its subsidiaries, or
any employee  benefit plan (or related  trust)  sponsored or  maintained  by the
Company or any of its subsidiaries or (y) any Person that is eligible,  pursuant
to Rule  13d-1(b)  under the  Exchange  Act, to file a statement on Schedule 13G
with respect to its beneficial  ownership of Company Voting Securities,  whether
or not such Person  shall have filed a statement  on Schedule  13G,  unless such
Person shall have filed a statement  on Schedule 13D with respect to  beneficial
ownership of 25% or more of the Company Voting Securities,  shall not constitute
a  Change  of  Control;  and  provided,  further,  that the  provisions  of this
subsection (a) shall apply whether or not the Company  Voting  Securities or the
Non-Voting  Stock is registered or required to be registered  under the Exchange
Act; or

     (b) Individuals who, as of the date hereof,  constitute the Company's Board
of Directors (the "Incumbent Board") cease for any reason to constitute at least
a majority of the Board,  provided,  that any individual  becoming a director of
the Company ("Director")  subsequent to the date of the Option whose election or
nomination for election by the Company's shareholders,  was approved by at least
a majority  of the  Directors  then  comprising  the  Incumbent  Board  shall be
considered as though such individual were a member of the Incumbent  Board,  but
excluding,  for this purpose,  any such individual  whose initial  assumption of
office is in connection with an actual or threatened  election  contest relating
to the election of the  Directors of the Company (as such terms are used in Rule
14a-11 of the Regulation 14A promulgated under the Exchange Act); or

     (c) Approval by the shareholders of the Company of a reorganization, merger
or consolidation (a "Business Combination"),  in each case with respect to which
all or substantially all of the individuals and entities who were the respective
beneficial  owners of the Non-Voting Stock and of the Company Voting  Securities
immediately prior to such Business Combination will not, following such Business
Combination,  beneficially  own,  directly  or  indirectly,  more  than  60% of,
respectively,  the then  outstanding  non-voting  stock and the combined  voting
power of the then outstanding  voting  securities  entitled to vote generally in
the election of directors of the corporation or other entity  resulting from the
Business  Combination in  substantially  the same  proportion as their ownership


                                       18
<PAGE>
immediately  prior to such  Business  Combination  of the  Non-Voting  Stock and
Company Voting Securities, as the case may be; or

     (d)  Approval  by  the  shareholders  of  the  Company  of  (i) a  complete
liquidation or dissolution of the Company,  or (ii) a sale or other  disposition
of all or  substantially  all of the assets of the  Company,  or (iii) a sale or
disposition of Eaton Vance  Management  (or any successor  thereto) or of all or
substantially  all of the assets of Eaton  Vance  Management  (or any  successor
thereto),  or (iv) an  assignment by any direct or indirect  investment  adviser
subsidiary of the Company of investment advisory  agreements  pertaining to more
than 50% of the aggregate  assets under  management of all such  subsidiaries of
the Company,  in the case of (ii),  (iii) or (iv) other than to a corporation or
other  entity  with  respect to which,  following  such sale or  disposition  or
assignment, more than 60% of, respectively, the outstanding non-voting stock and
the combined voting power of the then outstanding voting securities  entitled to
vote generally in the election of directors is then owned beneficially, directly
or indirectly,  by all or substantially  all of the individuals and entities who
were the beneficial owners of the Non-Voting Stock and Company Voting Securities
immediately  prior to such sale,  disposition or assignment in substantially the
same  proportion as their  ownership of the Non-Voting  Stock and Company Voting
Securities,  as the case may be, immediately prior to such sale,  disposition or
assignment.

     Notwithstanding the foregoing,  the following events shall not cause, or be
deemed to cause, and shall not constitute,  or be deemed to constitute, a Change
of Control:

     (1) The  acquisition,  holding or disposition of Company Voting  Securities
deposited  under the Voting Trust  Agreement  dated as of October 30, 1997 or of
the voting trust receipts issued therefor,  or any change in the persons who are
voting  trustees  thereunder,  or the  acquisition,  holding or  disposition  of
Company Voting  Securities  deposited  under any subsequent  replacement  voting
trust agreement or of the voting trust receipts issued  therefor,  or any change
in the persons who are voting  trustees  under any such  subsequent  replacement
voting trust  agreement;  provided,  that any such  acquisition,  disposition or
change  shall  have  resulted  solely  by  reason  of  the  death,   incapacity,
retirement, resignation, election or replacement of one or more voting trustees.

     (2) Any  termination or expiration of a voting trust  agreement under which
Company Voting Securities have been deposited or the withdrawal therefrom of any
Company Voting Securities deposited thereunder, if all Company Voting Securities
and/or the voting trust receipts issued therefor  continue to be held thereafter
by the same persons in the same amounts, or if contemporaneously  there shall be
a  Business  Combination  or  change in the  capitalization  of the  Company  as
described in clause (3) below.

     (3) A Business  Combination or change in the  capitalization of the Company
pursuant to which the  holders of the  Non-Voting  Stock of the  Company  become
holders  of voting  securities  of the  Company or of the  corporation  or other
entity  resulting  from such Business  Combination,  in  substantially  the same
proportion as their  ownership of  Non-Voting  Stock  immediately  prior to such
Business Combination or change in capitalization.


                                       19
<PAGE>
     14. General Provisions.

     (a) Compliance with Legal and Exchange Requirements. The Plan, the granting
and exercising of Options  thereunder,  and the other obligations of the Company
under the Plan and any Option  Agreement,  shall be  subject  to all  applicable
federal and state laws,  rules and  regulations,  and to such  approvals  by any
regulatory  or  governmental  agency as may be  required.  The  Company,  in its
discretion,  may  postpone  the  issuance or delivery of Shares under any Option
until completion of such stock exchange listing or registration or qualification
of such Shares or other required action under any state, federal or foreign law,
rule or regulation as the Company may consider appropriate,  and may require any
Optionee to make such  representations  and furnish such  information  as it may
consider  appropriate  in connection  with the issuance or delivery of Shares in
compliance with applicable laws, rules and regulations.

     (b) Compliance  with Section 162(m) and Rule 16b-3. If any provision of the
Plan or any  Option  Agreement  relating  to a  "covered  employee"  or a person
subject  to Section 16 of the  Exchange  Act does not comply or is  inconsistent
with the  requirements of Code Section 162(m) or regulations  thereunder or Rule
16b-3,  such  provision  shall be  construed  or deemed  amended  to the  extent
necessary to conform to such requirements.

     (c) No Right to Continued Employment. Neither the Plan nor any action taken
thereunder shall be construed as giving any employee the right to be retained in
the employ of the Company or any of its Subsidiaries,  nor shall it interfere in
any way with the right of the Company or any of its  Subsidiaries  to  terminate
any employee's employment at any time.

     (d) Taxes. The Company or any Subsidiary is authorized to withhold from any
payment relating to an Option under the Plan, or any distribution of Shares,  or
any payroll or other payment to an Optionee,  amounts of  withholding  and other
taxes due in connection  with any transaction  involving an Option,  and to take
such other action as the Committee may deem  advisable to enable the Company and
Optionees to satisfy  obligations for the payment of withholding taxes and other
tax obligations relating to any Option or exercise thereof. This authority shall
include  authority to withhold or receive  Shares or other  property and to make
cash  payments  in  respect   thereof  in  satisfaction  of  an  Optionee's  tax
obligations.

     (e)  Nonexclusivity  of the Plan.  Neither the  adoption of the Plan by the
Board nor its submission to the voting  stockholders of the Company for approval
shall be  construed  as creating  any  limitations  on the power of the Board to
adopt such other incentive arrangements as it may deem desirable,  including the
granting of stock options and other awards  otherwise  than under the Plan,  and
such arrangements may be either applicable generally or only in specific cases.

     (f) Governing Law. The validity,  construction, and effect of the Plan, any
rules and  regulations  relating to the Plan, and any Option  Agreement shall be
determined in accordance  with the laws of the  Commonwealth  of  Massachusetts,
without giving effect to principles of conflicts of laws, and applicable federal
law.


                                       20
[{"type": "S-8", "sequence": "1", "filename": "evcs8.txt", "description": "S-8 FOR 1998 STOCK OPTION PLAN", "secsgml_size_bytes": 53921}]
{"company-data": {"conformed-name": "EATON VANCE CORP", "cik": "0000350797", "assigned-sic": "6282", "irs-number": "042718215", "state-of-incorporation": "MD", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49744", "film-number": "759819"}, "business-address": {"street1": "255 STATE STREET", "city": "BOSTON", "state": "MA", "zip": "02109", "phone": "6174828260"}, "mail-address": {"street1": "255 STATE STEET", "street2": "11TH FLOOR", "city": "BOSTON", "state": "MA", "zip": "02109"}}
As filed with the Securities and Exchange Commission on November 13, 2000
                                                       Registration No. 333-

                       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)

     The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
     -----------------------------------------------------------------------
               (Address of Principal Executive Offices - Zip Code)

                             1998 STOCK OPTION PLAN
                             ----------------------
                            (Full title of the Plan)

                              Alan R. Dynner, Esq.
                                Eaton Vance Corp.
                   The Eaton Vance Building, 255 State Street
                                Boston, MA 02109
                                ----------------
                     (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              regsitered (1)          share (2)               price           registration fee
----------              --------------          ---------               -----           ----------------
Non-Voting Common         2,400,000             $47.5625              $114,150,000        $30,135.60
Stock
$.015625 par value
---------------------------------------------------------------------------------------------------------
(1)  Plus such  additional  number of shares as may be issuable  pursuant to the
     Plan in the  event  of a stock  dividend,  stock  split,  recapitalization,
     reorganization, merger or other similar corporate transaction or event.

(2)  As  instructed by Rule  457(h)(1)  and  estimated in  accordance  with Rule
     457(c)  based  upon the  average of the high and low prices on The New York
     Stock Exchange on November 10, 2000.

                               Page 1 of 20 pages.
                           Exhibit Index is on page 5.
EXPLANATORY NOTE

     This  Registration  Statement  has been  prepared  in  accordance  with the
requirements  of General  Instructions  D and E to Form S-8. The purpose of this
Registration  Statement is to register 2,400,000 additional shares of Non-Voting
Common Stock, $.015625 par value per share, to be issued under Registrant's 1998
Stock Option Plan.  The contents of a  Registration  Statement  filed August 13,
1999 for the same purpose but relating to different shares (File No. 333-85137 -
Accession No.  0000350797-99-000002) and a Registration Statement filed June 26,
2000  registering  additional  shares under the same plan (File No.  333-40112 -
Accession No. 0000350797-00-000008) are incorporated herein by reference.

     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 Plan
in accordance with the requirements of Rule 428.

                                       2
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 31st
day of October, 2000.

                                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 Eric G. Woodbury,  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.

                                       3
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/ James B. Hawkes             President, Chief Executive      October 31, 2000
---------------------------      Officer and Director
James B. Hawkes                  (Principal Executive Officer)

/s/ John G.L. Cabot             Director                        October 27, 2000
---------------------------
John G.L. Cabot

/s/ John M. Nelson              Director                        October 30, 2000
---------------------------
John M. Nelson

/s/ Vincent M. O'Reilly         Director                        October 31, 2000
---------------------------
Vincent M. O'Reilly

/s/ Leo I. Higdon               Director                        October 26, 2000
---------------------------
Leo I. Higdon

/s/ William M. Steul            Treasurer (Principal            October 31, 2000
---------------------------      Financial Officer)
William M. Steul

/s/ Laurie G. Russell           Chief Accounting Officer        October 31, 2000
---------------------------
Laurie G. Russell

                                       4
EXHIBIT INDEX
                                  -------------

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

Exhibit 4.1 (Specimen certificate representing
the Non-Voting Common Stock is filed as Exhibit
No. 4.1 to the registration statement on Form S-8
of the Company dated September 3, 1998 (SEC
Registration No. 333-62801) and is incorporated
herein by reference).........................................................N/A

Exhibit 5.1 (Opinion and Consent of Nixon Peabody LLP)
(filed herewith).............................................................6-7

Exhibit 23.1 (Consent of Deloitte & Touche LLP)
(filed herewith)...............................................................8

Exhibit 23.2 (Consent of Nixon Peabody LLP is included
in Exhibit 5.1) (filed herewith).............................................6-7

Exhibit 24.1 (Power of Attorney) (filed herewith)..............................3

Exhibit 99.1 (Copy of Registrant's 1998 Stock
Option Plan - Restatement No. 2) (filed herewith)..............................9

                                       5
Exhibit 5.1

                         [NIXON PEABODY LLP LETTERHEAD]
                               101 Federal Street
                        Boston, Massachusetts 02110-1832
                                 (617) 345-1000
                               FAX: (617) 345-1300

                                                November 8, 2000

Board of Directors
Eaton Vance Corp.
The Eaton Vance Building
255 State Street
Boston, MA  02109

Ladies and Gentlemen:

     We have  acted as  special  counsel  for  Eaton  Vance  Corp.,  a  Maryland
corporation (the "Company"),  in connection with the preparation and filing with
the  Securities  and Exchange  Commission  under the  Securities Act of 1933, as
amended (the "Act"), of a Registration  Statement on Form S-8 (the "Registration
Statement")  relating to the offering of up to and  including  2,400,000  shares
(the "Shares") of the Company's  non-voting  common stock,  $0.015625 par value,
pursuant  to the  Company's  1998 Stock  Option  Plan -  Restatement  No. 2 (the
"Plan").

     In arriving at the opinions expressed below, we have examined and relied on
the following documents:

     (i)  the Registration Statement;

     (ii) the Plan;

     (iii) the Articles of Incorporation of the Company, as amended;

     (iv) the By-Laws of the Company in force as of the date hereof;

     (v)  the certificate of the Assistant Secretary of the Company; and

     (vi) certain resolutions of the Board of Directors of the Company.

     In  addition,  we have  examined  and  relied  on the  originals  or copies
certified or otherwise identified to our satisfaction of all such other records,
documents and  instruments  of the Company and such other  persons,  and we have
made such  investigations  of law, as we have deemed  appropriate as a basis for
the opinions  expressed below. We have assumed the genuineness of all signatures
and the  authenticity  of all  documents  submitted to us as  originals  and the
conformity  to the  original  documents  of  all  documents  submitted  to us as
certified or photostatic copies.

                                       6
Eaton Vance Corp.
November 8, 2000
Page 2

     Based upon the  foregoing,  we are of the opinion that the Shares have been
duly and  validly  authorized,  and upon  issuance  and  delivery  in the manner
contemplated by the Registration  Statement,  the Shares will be validly issued,
fully paid and non-assessable.

     The  opinions  set  forth  above   represents  our  conclusion  as  to  the
application  of the  general  corporation  law  of  Maryland,  exclusive  of the
securities  or "blue sky" laws of the state of Maryland,  about which we express
no opinion, and federal laws to the instant matter, and we can give no assurance
that changes in such laws, or in the interpretation thereof, will not affect the
opinion  expressed  by us.  Moreover,  there  can be no  assurance  that a court
considering  the issues would not hold  contrary to such opinion.  Further,  the
opinion set forth represents our conclusions  based upon the documents  reviewed
by us and the facts  presented to us. Any material  amendments to such documents
or changes in any significant fact could affect the opinion expressed herein.

     Our opinion is further  qualified  to the extent  that the  validity of any
provision of the Plan or the rights of any grantee under the Plan may be subject
to or affected by applicable bankruptcy, insolvency, reorganization,  moratorium
or similar laws affecting the rights of creditors generally.

     We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to our Firm in the Registration Statement.

                                Very truly yours,

                                /s/ Nixon Peabody LLP

                                       7
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 report dated  November  30,  1999,  (which
expresses an unqualified opinion and includes an explanatory  paragraph relating
to a  change  in the  method  of  accounting  for  offering  costs  incurred  in
connection with the  distribution  of closed end funds)  appearing in the Annual
Report on Form 10-K of Eaton Vance Corp. for the year ended October 31, 1999.

/s/ Deloitte & Touche LLP
Deloitte & Touche LLP

Boston, Massachusetts
November 10, 2000

                                       8
Exhibit 99.1

                                                   As effective November 1, 2000

                                EATON VANCE CORP.

                             1998 STOCK OPTION PLAN
                             ----------------------

                                RESTATEMENT NO. 2
                                -----------------

     1.  Definitions.  As used in this Eaton Vance Corp.  1998 Stock Option Plan
the following terms shall have the following meaning:

     Board means the Company's Board of Directors.

     Code means the Internal Revenue Code of 1986, as amended from time to time.
References  to any  provision  of the Code shall be deemed to include  successor
provisions and regulations and other guidance issued thereunder.

     Committee  means the Option  Committee  of the Board,  or such other  Board
committee as may be appointed by the Board to  administer  the Plan  pursuant to
Section 5. The Committee  shall consist  solely of two or more  Directors of the
Company.

     Company means Eaton Vance Corp., a Maryland  corporation,  or any successor
corporation.

     Director  Option means a  nonqualified  stock option  granted to a director
pursuant to the formula plan set forth in Section 8.

     Exchange Act means the  Securities  Exchange  Act of 1934,  as amended from
time to time. References to any provision of the Exchange Act shall be deemed to
include successor  provisions  thereto and regulations and other guidance issued
thereunder.

     Grant Date means the date on which an Option is granted.

     Incentive Option means an Option that satisfies the requirements of Section
422 of the Code.

     Market Value means the closing price on the New York Stock Exchange for the
Shares for any date.

     Nonqualified  Option means an Option other than an Incentive Option granted
to an employee.

     Option means an option to purchase Shares granted under the Plan.

                                       9
Option  Agreement  means an agreement  between the Company and an Optionee,
setting forth the terms and conditions of an Option.

     Option Price means the price to be paid by an Optionee  upon exercise of an
Option.

     Optionee  means a person  eligible  to  receive an Option to whom an Option
shall have been granted under the Plan.

     Plan means this 1998 Stock Option Plan, as amended or restated from time to
time.

     Qualified  Member means a member of the  Committee  who is a  "non-employee
director"  within the  meaning of Rule  16b-3(b)(3)  and an  "outside  director"
within the  meaning of Treasury  Regulation  1.162-27(e)(3)  under Code  Section
162(m).

     Rule 16b-3 means Rule 16b-3,  as from time to time in effect and applicable
to the  Plan  and any  Optionee,  promulgated  by the  Securities  and  Exchange
Commission under Section 16 of the Exchange Act.

     Shares means shares of Non-Voting Common Stock of the Company or such other
securities as may be substituted or resubstituted  therefor  pursuant to Section
4.

     Subsidiary means a subsidiary of the Company,  as defined in Section 424(f)
of the Code.

     2.  Purpose.  The  purpose of the Plan is to advance the  interests  of the
Company by  strengthening  the ability of the Company  and its  Subsidiaries  to
attract,  retain and motivate  directors and employees by providing them with an
opportunity  to purchase  Shares and thus  participate  in the  ownership of the
Company,  including the opportunity to share in any appreciation in the value of
such  Shares.  It is intended  that the Plan will  strengthen  the  mutuality of
interest  between  such  persons  and  the  stockholders  of the  Company.  Both
Incentive  Options and Nonqualified  Options may be granted under the Plan. This
Plan is the successor to the Company's 1995 Stock Option Plan - Restatement  No.
2.

     3. Effective  Date. The Plan became  effective on July 7, 1998, the date it
was adopted by the Board and approved by the voting stockholders of the Company.
This  Restatement  No. 2 became  effective on November 1, 2000,  the date it was
adopted by the Board and approved by the voting stockholders of the Company.

     4. Stock Subject to the Plan; Adjustments.

     (a) Shares  Reserved.  Subject to adjustment as hereinafter  provided,  the
total number of Shares  reserved for issuance in  connection  with Options under
the Plan shall be  6,000,000  (which at the close of business  on  November  13,
2000,  shall be increased to 12,000,000 to reflect the  two-for-one  stock split
effective  on that  date).  No Option  may be granted if the number of shares to

                                       10
which such Option relates,  when added to the number of Shares previously issued
under the Plan,  exceeds the number of shares  reserved under this Section 4(a).
Shares  issued under the Plan shall be counted  against this limit in the manner
specified in Section 4(b).

     (b)  Manner of  Counting  Shares.  If any  Shares  subject to an Option are
forfeited, canceled, exchanged, or surrendered or such Option is settled in cash
or otherwise  terminates  without a distribution  of Shares to the  Participant,
including  (i) the number of Shares  withheld in payment of any Option  Price or
tax  obligation  relating to the  exercise of such Option and (ii) the number of
Shares  equal to the number  surrendered  in payment of any Option  Price or tax
obligation  relating to the exercise of such Option,  such number of Shares will
again  be  available  for  Options  under  the  Plan.  The  Committee  may  make
determinations  and adopt regulations for the counting of Shares relating to any
Option to ensure  appropriate  counting,  avoid double  counting (in the case of
substitute Options), and provide for adjustments in any case in which the number
of Shares  actually  distributed  differs  from the number of Shares  previously
counted in connection with such Option.

     (c) Type of Shares Distributable.  Any Shares delivered upon exercise of an
Option may consist,  in whole or in part, of authorized  and unissued  Shares or
Shares  reacquired  by the  Company  through  purchase  in the open market or in
private transactions.

     (d)  Adjustments.  In the event that the Committee shall determine that any
dividend or other  distribution  (whether in the form of cash,  Shares, or other
property) which is unusual and  non-recurring,  or any  recapitalization,  stock
split,  reverse  split,   reorganization,   merger,   consolidation,   spin-off,
combination,   repurchase  or  share  exchange,   or  other  similar   corporate
transaction  or event affects the Shares such that an adjustment is  appropriate
in order to prevent dilution or enlargement of the rights of Optionees under the
Plan, then the Committee shall make such equitable  changes or adjustments as it
deems  appropriate  and, in such manner as it may deem equitable,  adjust any or
all of (i) the  number  and kind of  Shares  which may  thereafter  be issued in
connection  with Options,  (ii) the number and kind of Shares issued or issuable
in respect of outstanding Options or, if deemed appropriate, make provisions for
payment of cash or other property with respect to any outstanding Option,  (iii)
the Option Price relating to any Option,  and (iv) the number and kind of Shares
set forth in Section 7(d) as the  per-person  limitation  for any three calendar
years; provided,  however, in each case that, with respect to Incentive Options,
such adjustment shall be made in accordance with Section 424 of the Code, unless
the Committee determines otherwise.  In addition, the Committee is authorized to
make  adjustments  in  the  terms  and  conditions  of,  and  any  criteria  and
performance  objectives or goals  included in, Options in recognition of unusual
or non-recurring  events (including events described in the preceding  sentence,
as well as acquisitions and dispositions of assets or all or part of businesses)
affecting the Company or any  Subsidiary or any business  unit, or the financial
statements thereof,  or in response to changes in applicable laws,  regulations,
accounting principles,  tax rates and regulations,  or business conditions or in
view of the Committee's  assessment of the business  strategy of the Company,  a
Subsidiary,  or business unit thereof,  performance of comparable organizations,
economic and business conditions,  personal performance of an Optionee,  and any
other circumstances deemed relevant;  provided that, unless otherwise determined
by the  Committee,  no such  adjustment  shall be made if and to the extent that
such  adjustment  would cause  Options  granted to  employees  who are  "covered
employees"  within  the  meaning  of Code  Section  162(m) to fail to qualify as

                                       11
"performance-based  compensation"  under Code  Section  162(m)  and  regulations
thereunder.

     5. Administration.

     (a)  Authority  of the  Committee.  The Plan shall be  administered  by the
Committee.  The Committee  shall have full and final authority and discretion to
take the  following  actions,  in each case subject to and  consistent  with the
provisions of the Plan:

     (i) to select employees to whom Options may be granted;

     (ii) to  determine  the  type  and  number  of  Options  to be  granted  to
employees,  the number of Shares to which such an Option may  relate,  the terms
and conditions of any Option  granted to an employee  under the Plan  (including
the Option  Price,  any  restriction  or  condition,  any  schedule for lapse of
restrictions   or  conditions   relating  to   transferability   or  forfeiture,
exercisability,  or settlement of such an Option,  and waivers or  accelerations
thereof, and waivers of performance conditions relating to such an option, based
in each case on such  considerations as the Committee shall determine),  and all
other  matters to be  determined  in  connection  with any Option  granted to an
employee;

     (iii) to determine whether, to what extent, and under what circumstances an
Option may be settled, or the Option Price may be paid, in cash, Shares or other
property, or an Option may be canceled, forfeited, exchanged, or surrendered;

     (iv) to determine  whether,  to what extent,  and under what  circumstances
cash,  Shares or other  property  payable  with  respect  to an  Option  will be
deferred  either  automatically,  at the  election of the  Committee,  or at the
election of the  Optionee,  and whether to create  trusts and deposit  Shares or
other property therein;

     (v) to  prescribe  the form of each  Option  Agreement,  which  need not be
identical for each Optionee;

     (vi)  to  adopt,  amend,  suspend,   waive,  and  rescind  such  rules  and
regulations  and appoint  such agents as the  Committee  may deem  necessary  or
advisable to administer the Plan;

     (vii) to  correct  any  defect or supply  any  omission  or  reconcile  any
inconsistency in the Plan and to construe and interpret the Plan and any Option,
rules and  regulations,  Option  Agreement,  or other  agreement  or  instrument
hereunder; and

     (viii) to make all other  decisions and  determinations  as may be required
under the terms of the Plan or as the Committee may deem  necessary or advisable
for the administration of the Plan.

                                       12
In its administration of the Plan, the Committee shall not take any action which
would result in a transaction  involving a Director  Option failing to be exempt
under Rule 16b-3(d). Other provisions of the Plan notwithstanding, the Board may
perform any function of the Committee under the Plan,  including for the purpose
of ensuring that  transactions  under the Plan by Optionees who are then subject
to Section 16 of the  Exchange  Act in respect of the Company  are exempt  under
Rule  16b-3.  In any case in which the Board is  performing  a  function  of the
Committee under the Plan, each reference to the Committee herein shall be deemed
to refer to the Board, except where the context otherwise requires.

     (b) Manner of Exercise of Committee Authority. At any time that a member of
the Committee is not a Qualified Member, any action of the Committee relating to
an Option to be granted to an employee  who is then subject to Section 16 of the
Exchange  Act in respect of the  Company,  or relating to an Option  intended to
constitute "qualified performance-based compensation" within the meaning of Code
Section  162(m)  and  regulations  thereunder,  may  be  taken  either  (i) by a
subcommittee  composed solely of two or more Qualified  Members,  or (ii) by the
Committee but with each such member who is a not Qualified Member  abstaining or
recusing  himself  or  herself  from  such  action,  provided  that,  upon  such
abstention or recusal,  the  Committee  remains  composed  solely of two or more
Qualified  Members.  Such action,  authorized by such a  subcommittee  or by the
Committee upon the abstention or recusal of such non-Qualified Member(s),  shall
be the  action of the  Committee  for  purposes  of the Plan.  Any action of the
Committee  with respect to the Plan shall be final,  conclusive,  and binding on
all persons, including the Company, Subsidiaries, Optionees, any person claiming
any rights under the Plan from or through any Optionee,  and stockholders of the
Company.  The express  grant of any  specific  power to the  Committee,  and the
taking of any action by the  Committee,  shall not be  construed as limiting any
power or authority of the  Committee.  The Committee may delegate to officers or
managers of the Company or any Subsidiary  the authority,  subject to such terms
as the Committee shall determine,  to perform administrative  functions and such
other  functions as the Committee may determine,  to the extent  permitted under
applicable  law and, with respect to any Optionee who is then subject to Section
16 of the Exchange Act in respect of the Company,  to the extent  performance of
such function will not result in a subsequent  transaction  failing to be exempt
under Rule 16b-3(d).

     (c) Limitation of Liability. Each member of the Committee shall be entitled
in good faith to rely or act upon any report or other  information  furnished to
him or her by any officer or other  employee  of the Company or any  Subsidiary,
the Company's  independent  certified public accountants,  or other professional
retained by the Company to assist in the  administration  of the Plan. No member
of the Committee, nor any officer or employee of the Company acting on behalf of
the  Committee,  shall be personally  liable for any action,  determination,  or
interpretation  taken or made in good  faith with  respect to the Plan,  and all
members of the  Committee  and any officer or employee of the Company  acting on
their behalf shall,  to the extent  permitted by law, be fully  indemnified  and
protected  by the Company with  respect to any such  action,  determination,  or
interpretation.

     6.  Duration  of the Plan.  This Plan  shall  terminate  ten years from the
original  effective date hereof,  unless terminated  earlier pursuant to Section
12, and no Options may be granted thereafter.

                                       13
7. Options for Employees.

     (a) Eligible  Employees.  Options may be granted to those  employees of the
Company or of any of its Subsidiaries as are selected by the Committee.

     (b) Restrictions on Incentive  Options.  Incentive Options shall be subject
to the following restrictions:

     (i) Limitation on Number of Shares. To the extent that the aggregate Market
Value on the Grant Date of the Shares with respect to which an Option that would
otherwise constitute an Incentive Option (when aggregated, if appropriate,  with
incentive  stock options  granted before the Option under this Plan or any other
plan  maintained by the Company or any Subsidiary of the Company) is exercisable
for the first time by the Optionee  during any calendar  year exceeds  $100,000,
the Option shall be treated as a Nonqualified Option.

     (ii) 10%  Stockholder.  If any  Optionee  to whom an  Incentive  Option  is
granted is on the Grant  Date the owner of stock (as  determined  under  Section
424(d) of the Code)  possessing more than 10% of the total combined voting power
of all  classes  of stock of the  Company or any of its  Subsidiaries,  then the
following special provisions shall be applicable to that Incentive Option:

          (A) The  Option  Price  per  Share  shall not be less than 110% of the
     Market Value on the Grant Date; and

          (B) The  Incentive  Option shall expire not more than five years after
     the Grant Date.

     (c)  Price.  Subject to the  conditions  on  certain  Incentive  Options in
Section  7(b),  the Option  Price per Share  payable  upon the  exercise of each
Incentive  Option  shall be not less than 100% of the Market  Value on the Grant
Date.  The  Option  Price  per  Share of stock  payable  upon  exercise  of each
Nonqualified  Option shall be  determined  by the  Committee,  provided that the
Option Price shall not be less than 100% of the Market Value on the Grant Date.

     (d)  Limitation  on Number of Shares to be Granted to Each  Optionee.  Each
Option  Agreement  shall  specify the number of Shares to which it pertains.  No
Optionee may receive, during any three calendar year period, Options to purchase
more than 1,800,000  Shares (which at the close of business on November 13, 2000
shall be increased to 3,600,000  Shares to reflect the  two-for-one  stock split
effective on that date).  If any Option granted to an employee is canceled,  the
canceled Option continues to be counted against the maximum number of Shares for
which Options may be granted to that employee under the Plan. If, after grant of
an Option to an employee,  the Option Price is reduced,  the transaction will be
treated as a  cancellation  of the Option and the grant of a new Option,  and in
such case both the Option that is deemed to be  canceled  and the Option that is
deemed to be granted  reduce the maximum  number of Shares for which Options may
be granted to that employee  under the Plan.  The preceding two sentences  apply
only to calculating the maximum number of Shares available to an Optionee during

                                       14
any three  calendar year period,  and shall not apply to or affect the manner of
counting Shares pursuant to Section 4(b).

     (e) Exercise of Options.  Subject to the terms and  conditions set forth in
the Option  Agreement,  each Option shall be exercisable  for the full amount or
for any  part  thereof  and at such  intervals  or in such  installments  as the
Committee  may  determine at the time it grants the Option;  provided,  however,
that no Option  shall be  exercisable  with respect to any Shares later than ten
years after the Grant Date.

     8. Formula Plan; Options for Directors. Upon first election to the Board of
Directors of the Company of a person who was not, within twelve months preceding
election,  either an officer of employee of the Company or any Subsidiary,  such
person  shall be  granted a  Director  Option to  purchase  the number of Shares
calculated  by dividing  $100,000 by the Market Value of the Shares on the Grant
Date. On the third Friday of December in each year,  each director who is not an
employee of the Company and its Subsidiaries  shall receive a Director Option to
purchase  the number of Shares  calculated  by  dividing  $100,000 by the Market
Value of the Shares on the Grant Date. In the event that on any Grant Date there
is not a sufficient  number of Shares available to implement fully the preceding
sentences,  then each such  director  shall  receive a pro rata  portion  of the
Director Option  contemplated by the preceding  sentences.  The Option Price for
each  Director  Option  shall be the  Market  Value on the Grant Date or, in the
event there is no Market  Value  available  on the Grant Date,  on the date next
following  the Grant Date for which a Market Value is  available.  Each Director
Option  shall become  exercisable  in four equal  installments  upon each of the
first  four  anniversaries  of the  Grant  Date.  No  Director  Option  shall be
exercisable  later than ten years after the Grant Date. It is intended that each
Director Option  automatically  granted pursuant to this Section 8 shall be made
pursuant to a formula plan as defined in Release No.  34-37260 of the Securities
and Exchange Commission (adopting restated Rule 16b-3).

     9. Terms and Conditions Applicable to All Options.

     (a)  Non-Transferability.  Except as  otherwise  expressly  provided  in an
Option Agreement, no Option shall be transferable by the Optionee otherwise than
by will or the  laws of  descent  and  distribution,  and each  Option  shall be
exercisable during the Optionee's lifetime only by him or her.

     (b) Notice of Exercise and Payment.  An Option shall be exercisable only by
delivery of a written notice to the Company's  Treasurer or any other officer of
the Company  designated  by the  Committee to accept such notices on its behalf,
specifying the number of Shares for which it is exercised. If the Shares are not
at that  time  effectively  registered  under  the  Securities  Act of 1933,  as
amended,  the  Optionee  shall  include  with such notice a letter,  in form and
substance  satisfactory  to the  Company,  confirming  that the Shares are being
purchased for the  Optionee's  own account for investment and not with a view to
distribution. Payment shall be made in full at the time the Option is exercised.
Payment shall be made by (i) cash or check,  (ii) delivery and assignment to the
Company of already-owned Shares having a Market Value as of the date of exercise
equal to the exercise price, (iii) if approved by the Committee, delivery of the
Optionee's  promissory  note for the exercise  price, or (iv) any combination of
(i), (ii) or (iii) above.

                                       15
(c) No Rights to Options; No Stockholder Rights. No employee shall have any
claim to be granted an Option  under the Plan,  and there is no  obligation  for
uniformity of treatment of  employees.  No Option shall confer upon the Optionee
any rights as a stockholder  or any claim to dividends  paid with respect to any
Shares to which the Option  relates unless and until such Shares are duly issued
to him or her in accordance with the terms of the Option.

     (d)  Cancellation  and Rescission of Options.  The Committee may provide in
any  Option  Agreement  that,  in the event an  Optionee  violates a term of the
Option  Agreement  or  other  agreement  with  or  policy  of the  Company  or a
Subsidiary,  takes or omits to take actions that are deemed to be in competition
with the Company or its Subsidiaries, an unauthorized solicitation of customers,
suppliers,  or employees of the Company or its Subsidiaries,  or an unauthorized
disclosure or misuse of proprietary or  confidential  information of the Company
or its  Subsidiaries,  or takes or omits  to take  any  other  action  as may be
specified in the Option  Agreement,  the Optionee shall be subject to forfeiture
of such Option or portion,  if any, of the Option as may then remain outstanding
and also to forfeiture of any amounts of cash, Shares or other property received
by the Optionee upon exercise or settlement of such Option or in connection with
such  Option  during  such  period (as the  Committee  may provide in the Option
Agreement) prior to the occurrence which gives rise to the forfeiture.

     (e) Options to  Optionees  Outside the United  States.  The  Committee  may
modify the terms of any Option  under the Plan granted to an Optionee who is, at
the time of grant  or  during  the term of the  Option,  resident  or  primarily
employed  outside of the United  States in any manner deemed by the Committee to
be necessary  or  appropriate  in order that such Option shall  conform to laws,
regulations,  and customs of the country in which the Optionee is then  resident
or primarily employed,  or so that the value and other benefits of the Option to
the Optionee, as affected by foreign tax laws and other restrictions  applicable
as a  result  of  the  Optionee's  residence  or  employment  abroad,  shall  be
comparable  to the value of such an Option to an  Optionee  who is  resident  or
primarily  employed in the United  States.  An Option may be modified under this
Section  9(f) in a manner that is  inconsistent  with the  express  terms of the
Plan, so long as such  modifications  will not  contravene any applicable law or
regulation.

     10.  Termination of Options.  Each Option shall terminate and may no longer
be  exercised if the  Optionee  ceases to perform  services for the Company or a
Subsidiary, in accordance with the following provisions:

     (i) if the Optionee's services shall have been terminated by resignation or
other  voluntary  action,  or  if  such  services  shall  have  been  terminated
involuntarily  for cause, all of the Optionee's  Options shall terminate and may
no longer be exercised;

     (ii) if the Optionee's  services shall have been  terminated for any reason
other  than  cause,  resignation  or other  voluntary  action  before his or her
eligibility to retire,  and before his or her disability or death, he or she may
at any time within a period of fifteen  (15) months  after such  termination  of
service  exercise  his or her  Options  to the  extent  that  the  Options  were
exercisable on the date of termination of service;

                                       16
(iii) if the  Optionee's  service  shall  have been  terminated  because of
disability  within the meaning of Section 22(e)(3) of the Code, he or she may at
any time  within a period of  fifteen  (15)  months  after such  termination  of
service  exercise  his or her  Options  to the  extent  that such  Options  were
exercisable on the date of termination of service; and

     (iv) if the Optionee dies at a time when he or she might have  exercised an
Option, then his or her estate,  personal  representative or beneficiary to whom
it has been transferred pursuant to Section 9(a) hereof may at any time within a
period of fifteen (15) months after the Optionee's  death exercise the Option to
the extent the Optionee might have exercised it at the time of death;

provided,  however,  that the  Committee  may, at its sole  discretion,  provide
specifically  in an Option  Agreement  for such other period of time (shorter or
longer than as set forth above)  during which an Optionee may exercise an Option
after  termination  of the  Optionee's  services as the  Committee  may approve,
subject to the  overriding  limitation  that no Option may be  exercised  to any
extent by anyone after the date of expiration of the Option.

     11.  Withholding  Taxes;  Delivery of Shares.  The Company's  obligation to
deliver  Shares upon  exercise of an Option  shall be subject to the  Optionee's
satisfaction  of all applicable  federal,  state and local income and employment
tax  withholding  obligations.  The  Optionee  may  satisfy the  obligations  by
electing (a) to make a cash  payment to the Company,  or (b) to have the Company
withhold Shares with a value equal to the amount required to be withheld, or (c)
to deliver to the Company  already-owned Shares with a value equal to the amount
required to be withheld.  The value of Shares to be withheld or delivered  shall
be based on the Market  Value on the date the amount of tax to be withheld is to
be determined.  The Optionee's election to have Shares withheld for this purpose
will be subject to the  following  restrictions:  (1) the election  must be made
prior to the date the amount of tax is to be  determined,  (2) the election must
be  irrevocable,  and (3) the election will be subject to the disapproval of the
Committee.

     12.  Termination  or Amendment of Plan. The Board may at any time terminate
the Plan or make such changes in or additions to the Plan as it deems  advisable
without further action on the part of the shareholders of the Company, provided:

     (a) that no such  termination or amendment shall adversely affect or impair
any then  outstanding  Option  without the consent of the Optionee  holding that
Option; and

     (b) that any such amendment which:

          (i) increases the maximum number of Shares subject to this Plan,

          (ii)  changes  the class of persons  eligible to  participate  in this
     Plan, or

          (iii) materially increases the benefits accruing to participants under
     this Plan

shall be subject to approval by the voting  stockholders  of the Company  within
one year from the effective date of such amendment and shall be null and void if
such approval is not obtained.

                                       17
13.  Change of  Control -  Automatic  Vesting of  Options.  Notwithstanding
anything to the contrary herein, the Board or the Committee shall include in the
Option  Agreement for each unvested Option granted under this Plan the following
provision, and such inclusion may be effected by incorporating this provision by
reference to this Section 13:

     This Option shall be immediately  exercisable and the Optionee shall become
eligible  to purchase  any and all shares  covered by each Option at any time or
from time to time after the occurrence of a Change of Control of the Company.  A
"Change of Control" shall mean:

     (a) The acquisition, other than from the Company, by any individual, entity
or group (within the meaning of Section 13(d) (3) or 14(d) (2) of the Securities
Exchange  Act of  1934,  as  amended  (the  "Exchange  Act"))  (a  "Person")  of
beneficial  ownership  (within the meaning of Rule 13d-3  promulgated  under the
Exchange  Act) of 25% or more of  either  (i) the  then  outstanding  non-voting
common stock of the Company (the "Non-Voting Stock") or (ii) the combined voting
power of the then outstanding  voting securities of the Company entitled to vote
generally  in the  election of  directors  (the  "Company  Voting  Securities");
provided, that any acquisition by (x) the Company or any of its subsidiaries, or
any employee  benefit plan (or related  trust)  sponsored or  maintained  by the
Company or any of its subsidiaries or (y) any Person that is eligible,  pursuant
to Rule  13d-1(b)  under the  Exchange  Act, to file a statement on Schedule 13G
with respect to its beneficial  ownership of Company Voting Securities,  whether
or not such Person  shall have filed a statement  on Schedule  13G,  unless such
Person shall have filed a statement  on Schedule 13D with respect to  beneficial
ownership of 25% or more of the Company Voting Securities,  shall not constitute
a  Change  of  Control;  and  provided,  further,  that the  provisions  of this
subsection (a) shall apply whether or not the Company  Voting  Securities or the
Non-Voting  Stock is registered or required to be registered  under the Exchange
Act; or

     (b) Individuals who, as of the date hereof,  constitute the Company's Board
of Directors (the "Incumbent Board") cease for any reason to constitute at least
a majority of the Board,  provided,  that any individual  becoming a director of
the Company ("Director")  subsequent to the date of the Option whose election or
nomination for election by the Company's shareholders,  was approved by at least
a majority  of the  Directors  then  comprising  the  Incumbent  Board  shall be
considered as though such individual were a member of the Incumbent  Board,  but
excluding,  for this purpose,  any such individual  whose initial  assumption of
office is in connection with an actual or threatened  election  contest relating
to the election of the  Directors of the Company (as such terms are used in Rule
14a-11 of the Regulation 14A promulgated under the Exchange Act); or

     (c) Approval by the shareholders of the Company of a reorganization, merger
or consolidation (a "Business Combination"),  in each case with respect to which
all or substantially all of the individuals and entities who were the respective
beneficial  owners of the Non-Voting Stock and of the Company Voting  Securities
immediately prior to such Business Combination will not, following such Business
Combination,  beneficially  own,  directly  or  indirectly,  more  than  60% of,
respectively,  the then  outstanding  non-voting  stock and the combined  voting
power of the then outstanding  voting  securities  entitled to vote generally in
the election of directors of the corporation or other entity  resulting from the
Business  Combination in  substantially  the same  proportion as their ownership

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immediately  prior to such  Business  Combination  of the  Non-Voting  Stock and
Company Voting Securities, as the case may be; or

     (d)  Approval  by  the  shareholders  of  the  Company  of  (i) a  complete
liquidation or dissolution of the Company,  or (ii) a sale or other  disposition
of all or  substantially  all of the assets of the  Company,  or (iii) a sale or
disposition of Eaton Vance  Management  (or any successor  thereto) or of all or
substantially  all of the assets of Eaton  Vance  Management  (or any  successor
thereto),  or (iv) an  assignment by any direct or indirect  investment  adviser
subsidiary of the Company of investment advisory  agreements  pertaining to more
than 50% of the aggregate  assets under  management of all such  subsidiaries of
the Company,  in the case of (ii),  (iii) or (iv) other than to a corporation or
other  entity  with  respect to which,  following  such sale or  disposition  or
assignment, more than 60% of, respectively, the outstanding non-voting stock and
the combined voting power of the then outstanding voting securities  entitled to
vote generally in the election of directors is then owned beneficially, directly
or indirectly,  by all or substantially  all of the individuals and entities who
were the beneficial owners of the Non-Voting Stock and Company Voting Securities
immediately  prior to such sale,  disposition or assignment in substantially the
same  proportion as their  ownership of the Non-Voting  Stock and Company Voting
Securities,  as the case may be, immediately prior to such sale,  disposition or
assignment.

     Notwithstanding the foregoing,  the following events shall not cause, or be
deemed to cause, and shall not constitute,  or be deemed to constitute, a Change
of Control:

     (1) The  acquisition,  holding or disposition of Company Voting  Securities
deposited  under the Voting Trust  Agreement  dated as of October 30, 1997 or of
the voting trust receipts issued therefor,  or any change in the persons who are
voting  trustees  thereunder,  or the  acquisition,  holding or  disposition  of
Company Voting  Securities  deposited  under any subsequent  replacement  voting
trust agreement or of the voting trust receipts issued  therefor,  or any change
in the persons who are voting  trustees  under any such  subsequent  replacement
voting trust  agreement;  provided,  that any such  acquisition,  disposition or
change  shall  have  resulted  solely  by  reason  of  the  death,   incapacity,
retirement, resignation, election or replacement of one or more voting trustees.

     (2) Any  termination or expiration of a voting trust  agreement under which
Company Voting Securities have been deposited or the withdrawal therefrom of any
Company Voting Securities deposited thereunder, if all Company Voting Securities
and/or the voting trust receipts issued therefor  continue to be held thereafter
by the same persons in the same amounts, or if contemporaneously  there shall be
a  Business  Combination  or  change in the  capitalization  of the  Company  as
described in clause (3) below.

     (3) A Business  Combination or change in the  capitalization of the Company
pursuant to which the  holders of the  Non-Voting  Stock of the  Company  become
holders  of voting  securities  of the  Company or of the  corporation  or other
entity  resulting  from such Business  Combination,  in  substantially  the same
proportion as their  ownership of  Non-Voting  Stock  immediately  prior to such
Business Combination or change in capitalization.

                                       19
14. General Provisions.

     (a) Compliance with Legal and Exchange Requirements. The Plan, the granting
and exercising of Options  thereunder,  and the other obligations of the Company
under the Plan and any Option  Agreement,  shall be  subject  to all  applicable
federal and state laws,  rules and  regulations,  and to such  approvals  by any
regulatory  or  governmental  agency as may be  required.  The  Company,  in its
discretion,  may  postpone  the  issuance or delivery of Shares under any Option
until completion of such stock exchange listing or registration or qualification
of such Shares or other required action under any state, federal or foreign law,
rule or regulation as the Company may consider appropriate,  and may require any
Optionee to make such  representations  and furnish such  information  as it may
consider  appropriate  in connection  with the issuance or delivery of Shares in
compliance with applicable laws, rules and regulations.

     (b) Compliance  with Section 162(m) and Rule 16b-3. If any provision of the
Plan or any  Option  Agreement  relating  to a  "covered  employee"  or a person
subject  to Section 16 of the  Exchange  Act does not comply or is  inconsistent
with the  requirements of Code Section 162(m) or regulations  thereunder or Rule
16b-3,  such  provision  shall be  construed  or deemed  amended  to the  extent
necessary to conform to such requirements.

     (c) No Right to Continued Employment. Neither the Plan nor any action taken
thereunder shall be construed as giving any employee the right to be retained in
the employ of the Company or any of its Subsidiaries,  nor shall it interfere in
any way with the right of the Company or any of its  Subsidiaries  to  terminate
any employee's employment at any time.

     (d) Taxes. The Company or any Subsidiary is authorized to withhold from any
payment relating to an Option under the Plan, or any distribution of Shares,  or
any payroll or other payment to an Optionee,  amounts of  withholding  and other
taxes due in connection  with any transaction  involving an Option,  and to take
such other action as the Committee may deem  advisable to enable the Company and
Optionees to satisfy  obligations for the payment of withholding taxes and other
tax obligations relating to any Option or exercise thereof. This authority shall
include  authority to withhold or receive  Shares or other  property and to make
cash  payments  in  respect   thereof  in  satisfaction  of  an  Optionee's  tax
obligations.

     (e)  Nonexclusivity  of the Plan.  Neither the  adoption of the Plan by the
Board nor its submission to the voting  stockholders of the Company for approval
shall be  construed  as creating  any  limitations  on the power of the Board to
adopt such other incentive arrangements as it may deem desirable,  including the
granting of stock options and other awards  otherwise  than under the Plan,  and
such arrangements may be either applicable generally or only in specific cases.

     (f) Governing Law. The validity,  construction, and effect of the Plan, any
rules and  regulations  relating to the Plan, and any Option  Agreement shall be
determined in accordance  with the laws of the  Commonwealth  of  Massachusetts,
without giving effect to principles of conflicts of laws, and applicable federal
law.

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