As filed with the Securities and Exchange Commission on September 9, 1998


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                EATON VANCE CORP.
                                -----------------
               (Exact name of issuer as specified in its charter)

Maryland                                                        04-2718215
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                                  Identification
Number)

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

                        1986 EMPLOYEE STOCK PURCHASE PLAN
                        ---------------------------------
                            (Full title of the Plan)

                              Alan R. Dynner, Esq.
                                Eaton Vance Corp.
                                24 Federal Street
                                Boston, MA 02110
                                ----------------
                     (Name and address of agent for service)
                     Telephone number, including area code,
                      of agent for service: (617) 482-8260

                         CALCULATION OF REGISTRATION FEE

<TABLE>
-------------------------------------------------------------------------------------------------------------------
                                                   Proposed          Proposed
   Title of                                         maximum           maximum
  Securities                                       offering          aggregate
     to be                 Amount to be            price per         offering            Amount of
  registered               registered(1)           share(2)          price(2)        registration fee

<S>                          <C>                    <C>             <C>                  <C>      
Non-Voting                   600,000                $21.00          $12,600,000          $3,717.00
Common Stock                 shares
$.015625 par value
-------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(2)  Estimated  solely  for  the  purpose  of  determining  the  amount  of  the
     registration  fee pursuant to Rules 457(c) and 457(h) under the  Securities
     Act of 1933,  as amended,  upon the basis of the average  high and low sale
     prices of the  Registrant's  Non-Voting  Common Stock on the New York Stock
     Exchange on September 4, 1998.


                               Page 1 of 18 pages.
                           Exhibit Index is on page 9.



<PAGE>
                                EXPLANATORY NOTE


     This  Registration  Statement  has been  prepared  in  accordance  with the
requirements  of  General  Instruction  E to  Form  S-8.  The  purpose  of  this
Registration Statement is to register an additional 600,000 shares of Non-Voting
Common Stock,  $.015625 par value per share (the "Stock"),  of Eaton Vance Corp.
(the  "Company"  of the  "Registrant"),  which  shares  have been  reserved  for
issuance upon the exercise of rights to purchase  Stock granted  pursuant to the
Purchase  Plan. An aggregate of 1,648,000  shares of Stock have been  previously
registered  for issuance  under the Plan,  which number  reflects  three 2 for 1
stock splits  effective on November 11, 1992,  May 15, 1997 and August 14, 1998.
Of  these  1,648,000  shares,  352,000  shares  were  registered  pursuant  to a
Registration  Statement  on Form S-8 on April  10,  1987  (File  No.  33-13217),
400,000 shares were registered pursuant to a Registration  Statement on Form S-8
on October 11, 1989 (File No. 33-31382), 496,000 shares were registered pursuant
to a  Registration  Statement  on Form  S-8 on  September  16,  1991  (File  No.
33-42667)  and  400,000  shares  were  registered  pursuant  to  a  Registration
Statement on Form S-8 on June 27, 1995 (File No. 33-60617).

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

     In  accordance  with  General  Instruction  E to Form S-8,  the Company has
provided  the  following  information,  which  information  is  required in this
Registration   Statement.   Moreover,   as  specifically   required  by  General
Instruction  E, the  necessary  opinion  and  consents  are  attached  hereto as
Exhibits 5.1 and 23.1.


                                       2
<PAGE>
                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

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

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

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

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

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

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

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.


                                  LEGAL OPINION

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


                                       3
<PAGE>
                                     EXPERTS

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

Item 6.  Indemnification of Directors and Officers.

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

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

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

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     There are filed with the Registration Statement the following exhibits:

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

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

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


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

     24.1 Power of Attorney (See Page 7).

     28.1 Copy of  Registrant's  1986 Employee Stock Purchase Plan - Restatement
          No. 7 (See Pages 14-18).

Item 9.  Undertakings.

     1.   The Company hereby undertakes:

          (a) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933 (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement; and

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement;

provided,  however that paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8 and the information required to be included
in a  post-effective  amendment  by those  paragraphs  is  contained in periodic
reports  filed by the  Company  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

          (b) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide offering thereof.

          (c) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     2. The Company hereby  undertakes  that,  for purposes of  determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to Section  13(a) or Section  15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.


                                       5
<PAGE>
     3. Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer of controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


                                       6
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 9th
day of September, 1998.

                              EATON VANCE CORP.


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


                                POWER OF ATTORNEY

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

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


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

                                President, Chief Executive
/s/  James B. Hawkes              Officer and Director
----------------------------      (Principal Executive         September 9, 1998
James B. Hawkes                    Officer)


/s/  M. Dozier Gardner          Vice Chairman and Director     September 9, 1998
----------------------------
M. Dozier Gardner

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

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


/s/  Vincent M. O'Reilly        Director                       September 9, 1998
----------------------------
Vincent M. O'Reilly


/s/  Benjamin A. Rowland, Jr.   Vice President and Director    September 9, 1998
-----------------------------
Benjamine A. Rowland, Jr.

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


/s/  William M. Steul           Treasurer (Principal           September 9, 1998
-----------------------------     Financial and Accounting 
William M. Steul                  Officer)


                                       8
<PAGE>
                                  EXHIBIT INDEX



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

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

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

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

Exhibit 24.0 (Power of Attorney)..............................................7

Exhibit 28.1 (1986 Employee Stock Purchase Plan - 
Restatement No. 7)............................................................14


                                       9
<PAGE>
                                                                     EXHIBIT 4.1



NUMBER                                                  SHARES
[ EV ]                                                  [     ]


COMMON STOCK                                            COMMON STOCK

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

                                EATON VANCE CORP.

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


THIS CERTIFIES THAT



IS THE OWNER OF

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

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

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

Dated.

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

                                            BY:
                                                      Authorized Signature

         TREASURER                                                      CHAIRMAN


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

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

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

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

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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



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








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

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

Dated


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

Signature(s) Guaranteed:

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


                                       11
<PAGE>
                                                                     EXHIBIT 5.1

                                 PIPER & MARBURY
                                     L.L.P.
                              Charles Center South
                             36 South Charles Street
                         Baltimore, Maryland 21201-3018


                                        September 8, 1998

Eaton Vance Corp.
24 Federal Street
Boston, Massachusetts 02110

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

Ladies and Gentlemen:

     We have  acted as  special  counsel  for  Eaton  Vance  Corp.,  a  Maryland
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 which is being filed by the Company  under the  Securities  Act of 1933,  as
amended, (the "Registration  Statement"),  and which registers 600,000 shares of
the Non-Voting  Common Stock of the Company (the "Shares") to be issued pursuant
to  Restatement  No. 7 of the Company's  1986 Employee  Stock Purchase Plan (the
"Plan").

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

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

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

                              Very truly yours, 

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


                                       12
<PAGE>
                                                                    EXHIBIT 23.1






                          INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in this  Registration  Statement of
Eaton Vance Corp. on Form S-8 of our reports dated November 25, 1997,  appearing
in and  incorporated  by  reference  in the Annual  Report on Form 10-K of Eaton
Vance Corp. for the year ended October 31, 1997 and to the reference to us under
the heading  "Experts"  in the  Prospectus,  which is part of this  Registration
Statement.


                              /s/  Deloitte & Touche LLP
                                   Deloitte & Touche LLP


Boston, Massachusetts
September 9, 1998


                                       13
<PAGE>
                                                                    EXHIBIT 28.1


                                                                          7/7/98
                                EATON VANCE CORP.

                        1986 EMPLOYEE STOCK PURCHASE PLAN

                                RESTATEMENT NO. 7


     1. Purpose.

     The purpose of this 1986  Employee  Stock  Purchase Plan (the "Plan") is to
provide  employees of Eaton Vance Corp. (the "Company"),  and its  subsidiaries,
who wish to become  shareholders  of the  Company  an  opportunity  to  purchase
Non-Voting  Common Stock of the Company (the "Shares").  The Plan is intended to
qualify as an "employee  stock  purchase plan" within the meaning of Section 423
of the Internal  Revenue Code of 1986,  as it may be amended  (the  "Code").  In
addition, the Plan provides certain employees who are not eligible for favorable
tax  treatment  under  Section  423  with  the  right to  purchase  Shares  on a
nonqualified basis.

     2. Administration of the Plan.

     The Board of Directors  or any  committee or person(s) to whom it delegates
its authority (the  "Administrator")  shall administer,  interpret and apply all
provisions  of the Plan.  Nothing  contained in this Section  shall be deemed to
authorize the Administrator to alter or administer the provisions of the Plan in
a manner  inconsistent  with the terms of the Plan or the  provisions of Section
423 of the Code.

     3. Eligible Employees.

     Subject to the provisions of Sections 7, 8 and 9 below,  any individual who
has been a full-time employee (as defined below) of

     (a) the Company or

     (b) any of its  subsidiaries (as defined in Section 424(f) of the Code) the
employees  of  which  are  designated  by  the   Administrator  as  eligible  to
participate in the Plan,

for a period of twelve  consecutive  (12) months  prior to an Offering  Date (as
defined in Section 4 below) is  eligible  to  participate  in the  offering  (as
defined  in Section 4 below)  commencing  on such  Offering  Date.  A  full-time
employee  shall  mean  any  employee  other  than an  employee  whose  customary
employment is:

     (a) 20 hours or less per week, or

     (b) not more than five months per calendar year.


                                       14
<PAGE>
     4. Offering Dates and Offering Grants.

     From time to time, the Company, by action of the Administrator,  will grant
rights to  purchase  Shares to  employees  eligible to  participate  in the Plan
pursuant to one or more offerings  (each of which is an "Offering") on a date or
series  of  dates  (each of which is an  "Offering  Date")  designated  for this
purpose by the  Administrator.  As of each Offering Date, the Administrator will
advise each eligible  employee of the maximum number of shares that the employee
may  purchase  under  the  Offering  (the  "Offering  Grant"),  which  shall  be
calculated in accordance with the requirements of Section 423 of the Code.

     5. Prices.

     The price per share for each Offering Grant shall be the lesser of:

     (a)  ninety  percent  (90%)  of the  fair  market  value  of a Share on the
Offering Date on which such right was granted; or

     (b) ninety  percent  (90%) of the fair market  value of a Share on the date
such right is exercised;  provided,  that the Administrator,  in its discretion,
may substitute a percentage in either  subparagraph (a) or (b) of this Section 5
different  from  ninety  percent  (90%),  but  in no  event  shall  either  such
percentage be less than eighty-five percent (85%).

     6. Exercise of Rights and Method of Payment.

     (a)  Rights  granted  under the Plan will be  exercisable  periodically  on
specified dates as determined by the Administrator.

     (b) The method of payment  for Shares  purchased  upon  exercise  of rights
granted  hereunder shall be through  regular  payroll  deductions or by lump sum
cash payment,  or both, as determined by the Administrator;  provided,  however,
that payment through regular payroll  deductions may in no event commence before
the date on which a  prospectus  with  respect  to the  Offering  of the  Shares
covered by the Plan is  provided  to each  participating  employee.  No interest
shall be paid upon payroll  deductions unless  specifically  provided for by the
Administrator.

     (c) Any payments received by the Company from a participating  employee and
not  utilized  for the  purchase  of Shares  upon  exercise  of a right  granted
hereunder shall be, at the employee's  discretion,  either promptly  returned to
such  employee by the Company  after  termination  of the  offering to which the
payment related,  or rolled over and credited to the employee's account and used
to purchase shares in the next Offering Period (as defined below).

     7. Term of Rights.

     The total  period  from an Offering  Date to the last date on which  rights
granted on that Offering Date are exercisable  (the "Offering  Period") shall in
no event be longer than  twenty-seven  (27) months.  The  Administrator  when it
authorizes an Offering may designate  one or more  exercise  periods  during the
Offering Period;  rights granted on an Offering Date shall be exercisable on the
last day of each exercise  period (each of which is an "Exercise  Date") in such
proportion as the Administrator determines.


                                       15
<PAGE>
     8. Shares Subject to the Plan.

     No more than 1,124,000  (which number shall on August 14, 1998 be increased
to  2,248,000  to reflect the  two-for-one  stock split  effective on that date)
Shares  may be sold  pursuant  to rights  granted  under  the Plan.  Appropriate
adjustments in the above figure,  in the number of Shares covered by outstanding
rights granted hereunder, in the exercise price of the rights and in the maximum
number of Shares which an employee  may  purchase  (pursuant to Section 9 below)
shall be made to give effect to any mergers,  consolidations,  or other  similar
reorganizations  as to  which  the  Company  is the  surviving  entity,  and any
recapitalizations,  stock splits,  stock dividends or other relevant  changes in
the  capitalization  of the Company  occurring  after the effective  date of the
Plan,  provided that no  fractional  Shares shall be subject to a right and each
right shall be  adjusted  downward to the  nearest  full  Share.  Any  agreement
providing for a merger,  consolidation or other similar reorganization which the
Company does not survive shall  provide for an adjustment  for any then existing
rights of participating employees under the Plan. Either authorized and unissued
Shares or issued Shares heretofore or hereafter reacquired by the Company may be
made  subject to rights  under the Plan.  If for any reason any right  under the
Plan terminates in whole or in part, Shares subject to such terminated right may
again be subjected to a right under the Plan.

     9. Nonqualified Feature.

     An employee who,  immediately  after a right to purchase  Shares is granted
hereunder,  would own stock or rights to purchase stock  possessing five percent
(5%) or more of the total combined voting power or value of all classes of stock
of the  Company,  or of any  subsidiary,  computed in  accordance  with  Section
423(b)(3) of the Code ("5%  owner"),  will not be eligible to be granted a right
intended to qualify under Section 423 of the Code. However,  any employee who is
a 5% Owner and who is otherwise eligible to receive a grant under the Plan shall
be eligible to receive a grant hereunder that is in accordance with the terms of
this Plan except that such right shall not be a right  intended to qualify under
Code  Section  423 but rather  shall be a  nonqualified  right that for  federal
income tax purposes is intended to be taxable to the grantee  under Code Section
83. The Company  reserves the right to withhold the issuance of shares  pursuant
to the exercise of any nonqualified right until the participating employee makes
appropriate  arrangements  with the Company for such tax  withholding  as may be
required of the  Company  under  Federal,  state or local law on account of such
exercise.

     10. Limitations on Grants.

     (a) No  Offering  Grant may  permit  an  employee  to  accrue  the right to
purchase  shares under all employee  stock purchase plans of the Company and its
subsidiaries at a rate which exceeds twenty-five  thousand dollars ($25,000) (or
such other  maximum as may be  prescribed  from time to time by the Code) in the
fair market value of such shares  (determined at the time such right is granted)
for each  calendar  year in which  such  right is  outstanding  at any time,  as
required by the provisions of Section 423(b)(8) of the Code.

     (b) No Offering Grant,  when aggregated with rights granted under any other
Offering  still  exercisable  by the  participating  employee,  may  permit  any
participating  employee  to  apply  more  than  fifteen  percent  (15%)  of  the
employee's  annual  rate of  compensation  on the date the  employee  elects  to
participate in the Offering to the purchase of Shares.

     (c)  Effective  with respect to any Offering  Period  beginning on or after
November 1, 1991, no  participating  employee  shall receive Share  certificates
issued upon exercise of a right granted hereunder until the earliest of


                                       16
<PAGE>
          (i) the first annual  anniversary  date of the Exercise  Date on which
     the Shares evidenced by the certificate were purchased,

          (ii) the participating employee's death, or

          (iii)  the date on which the  participating  employee  presents  proof
     satisfactory  to the  Company  that he or she has  either  become  disabled
     within the meaning of Section  22(e)(3) of the Code or needs such Shares on
     account of Hardship (as defined below).

The Company or such agent as it designates shall hold such Share certificates in
escrow pending their release to the participating  employee (or, if the employee
has died, to such beneficiary or beneficiaries as the employee has designated in
writing  during his or her lifetime to the  Company,  or if the employee has not
made  such a  designation,  to his or her  surviving  spouse,  or if none to the
employee's estate, without interest).  Hardship shall mean the occurrence of one
or more of the following events: (I) a death within the participating employee's
immediate family, (II) extraordinary medical expenses for one or more members of
the participating employee's immediate family which are not covered by insurance
programs  sponsored by the  Company,  (III) the  education  costs of one or more
members of the participating  employee's family, (IV) the purchase or renovation
of a principal  place of residence of the  participating  employee,  or (V) such
other  financial  emergency needs as may be approved by the Company on a uniform
and nondiscriminatory basis.

     11. Limit on Participation.

     Participation  in an offering  shall be limited to eligible  employees  who
elect to  participate  in such  offering  in the  manner,  and  within  the time
limitations, established by the Administrator when it authorizes the Offering.

     12. Cancellation of Election to Participate.

     An employee who has elected to  participate  in an Offering may cancel such
election as to all (but not part) of the  unexercised  rights granted under such
offering by giving written notice of such cancellation to the Company before the
expiration of any exercise period.  Any amounts paid by the employee or withheld
from the employee's  compensation through payroll deductions for the purchase of
Shares shall be paid to the employee, without interest, upon such cancellation.

     13. Termination of Employment.

     Upon the termination of an employee's employment for any reason,  including
the death of the employee,  before any Exercise Date on which any rights granted
to  the  employee  under  the  Plan  are  exercisable,  all  such  rights  shall
immediately  terminate  and amounts  paid by the  employee or withheld  from the
employee's  compensation  through payroll  deductions for the purchase of Shares
shall be paid to the employee or, if the employee has died, to such  beneficiary
or  beneficiaries  as the employee has  designated in writing  during his or her
lifetime to the Company, or if the employee has not made such a designation,  to
his or her  surviving  spouse,  or if none  to the  employee's  estate,  without
interest.


                                       17
<PAGE>
     14. Employees' Rights as Shareholders.

     No  participating  employee  shall have any rights as a shareholder  in the
Shares covered by a right granted hereunder until such right has been exercised,
full  payment  has  been  made  for  the  corresponding  Shares  and  the  Share
certificate is actually issued.

     15. Rights Not Transferable.

     Rights under the Plan are not assignable or transferable by a participating
employee and are exercisable only by the employee.

     16. Amendments to or Discontinuation of the Plan.

     The Board of Directors of the Company shall have the right to amend, modify
or terminate the Plan at any time without notice;  provided,  however,  that the
then  existing  rights of all  participating  employees  shall not be  adversely
affected  thereby,  and provided  further  that,  subject to the  provisions  of
Section 8 above,  no such  amendment to the Plan shall,  without the approval of
the  shareholders of the Company,  increase the total number of Shares which may
be  offered  under  the  Plan,  or  change  the  class of  persons  eligible  to
participate in the Plan.

     17. Effective Date and Approvals.

     The Plan originally became effective on October 17, 1986, the date on which
the Plan was  adopted by the Board of  Directors.  The  amendments  made by this
Restatement  No.  7 shall  become  effective  on July 7,  1998  (the  date  said
amendments were adopted by the Board of Directors).

     The Company's  obligation  to offer,  sell and deliver its Shares under the
Plan is  subject to the  approval  of any  governmental  authority  required  in
connection  with the  authorized  issuance or sale of such Shares and is further
subject to the Company  receiving the opinion of its counsel that all applicable
securities laws have been compiled with.

     18. Term of Plan.

     No rights shall be granted under the Plan after November 1, 2006.


                                       18
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR EVC", "secsgml_size_bytes": 41499}]
{"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": "333-63077", "film-number": "98705970"}, "business-address": {"street1": "24 FEDERAL ST", "city": "BOSTON", "state": "MA", "zip": "02110", "phone": "6174828260"}, "mail-address": {"street1": "24 FEDERAL STREET", "street2": "11TH FLOOR", "city": "BOSTON", "state": "MA", "zip": "02110"}}
As filed with the Securities and Exchange Commission on September 9, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                EATON VANCE CORP.
                                -----------------
               (Exact name of issuer as specified in its charter)

Maryland                                                        04-2718215
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                                  Identification
Number)

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

                        1986 EMPLOYEE STOCK PURCHASE PLAN
                        ---------------------------------
                            (Full title of the Plan)

                              Alan R. Dynner, Esq.
                                Eaton Vance Corp.
                                24 Federal Street
                                Boston, MA 02110
                                ----------------
                     (Name and address of agent for service)
                     Telephone number, including area code,
                      of agent for service: (617) 482-8260

                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------------
                                                   Proposed          Proposed
   Title of                                         maximum           maximum
  Securities                                       offering          aggregate
     to be                 Amount to be            price per         offering            Amount of
  registered               registered(1)           share(2)          price(2)        registration fee
Non-Voting                   600,000                $21.00          $12,600,000          $3,717.00
Common Stock                 shares
$.015625 par value
-------------------------------------------------------------------------------------------------------------------
(1)  Plus such  additional  number of shares as may be required  pursuant to the
     Plan in the event of a stock  dividend,  stock split,  recapitalization  or
     other similar change in the Non-Voting Common Stock.

(2)  Estimated  solely  for  the  purpose  of  determining  the  amount  of  the
     registration  fee pursuant to Rules 457(c) and 457(h) under the  Securities
     Act of 1933,  as amended,  upon the basis of the average  high and low sale
     prices of the  Registrant's  Non-Voting  Common Stock on the New York Stock
     Exchange on September 4, 1998.

                               Page 1 of 18 pages.
                           Exhibit Index is on page 9.
EXPLANATORY NOTE

     This  Registration  Statement  has been  prepared  in  accordance  with the
requirements  of  General  Instruction  E to  Form  S-8.  The  purpose  of  this
Registration Statement is to register an additional 600,000 shares of Non-Voting
Common Stock,  $.015625 par value per share (the "Stock"),  of Eaton Vance Corp.
(the  "Company"  of the  "Registrant"),  which  shares  have been  reserved  for
issuance upon the exercise of rights to purchase  Stock granted  pursuant to the
Purchase  Plan. An aggregate of 1,648,000  shares of Stock have been  previously
registered  for issuance  under the Plan,  which number  reflects  three 2 for 1
stock splits  effective on November 11, 1992,  May 15, 1997 and August 14, 1998.
Of  these  1,648,000  shares,  352,000  shares  were  registered  pursuant  to a
Registration  Statement  on Form S-8 on April  10,  1987  (File  No.  33-13217),
400,000 shares were registered pursuant to a Registration  Statement on Form S-8
on October 11, 1989 (File No. 33-31382), 496,000 shares were registered pursuant
to a  Registration  Statement  on Form  S-8 on  September  16,  1991  (File  No.
33-42667)  and  400,000  shares  were  registered  pursuant  to  a  Registration
Statement on Form S-8 on June 27, 1995 (File No. 33-60617).

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

     In  accordance  with  General  Instruction  E to Form S-8,  the Company has
provided  the  following  information,  which  information  is  required in this
Registration   Statement.   Moreover,   as  specifically   required  by  General
Instruction  E, the  necessary  opinion  and  consents  are  attached  hereto as
Exhibits 5.1 and 23.1.

                                       2
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

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

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

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

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

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

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

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                                  LEGAL OPINION

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

                                       3
EXPERTS

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

Item 6.  Indemnification of Directors and Officers.

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

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

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

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     There are filed with the Registration Statement the following exhibits:

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

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

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

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

     24.1 Power of Attorney (See Page 7).

     28.1 Copy of  Registrant's  1986 Employee Stock Purchase Plan - Restatement
          No. 7 (See Pages 14-18).

Item 9.  Undertakings.

     1.   The Company hereby undertakes:

          (a) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933 (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement; and

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement;

provided,  however that paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8 and the information required to be included
in a  post-effective  amendment  by those  paragraphs  is  contained in periodic
reports  filed by the  Company  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

          (b) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide offering thereof.

          (c) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     2. The Company hereby  undertakes  that,  for purposes of  determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to Section  13(a) or Section  15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.

                                       5
3. Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer of controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       6
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 9th
day of September, 1998.

                              EATON VANCE CORP.

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

                                POWER OF ATTORNEY

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

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

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

                                President, Chief Executive
/s/  James B. Hawkes              Officer and Director
----------------------------      (Principal Executive         September 9, 1998
James B. Hawkes                    Officer)

/s/  M. Dozier Gardner          Vice Chairman and Director     September 9, 1998
----------------------------
M. Dozier Gardner

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

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

/s/  Vincent M. O'Reilly        Director                       September 9, 1998
----------------------------
Vincent M. O'Reilly

/s/  Benjamin A. Rowland, Jr.   Vice President and Director    September 9, 1998
-----------------------------
Benjamine A. Rowland, Jr.

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

/s/  William M. Steul           Treasurer (Principal           September 9, 1998
-----------------------------     Financial and Accounting 
William M. Steul                  Officer)

                                       8
EXHIBIT INDEX

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

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

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

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

Exhibit 24.0 (Power of Attorney)..............................................7

Exhibit 28.1 (1986 Employee Stock Purchase Plan - 
Restatement No. 7)............................................................14

                                       9
EXHIBIT 4.1

NUMBER                                                  SHARES
[ EV ]                                                  [     ]

COMMON STOCK                                            COMMON STOCK

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

                                EATON VANCE CORP.

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

THIS CERTIFIES THAT

IS THE OWNER OF

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

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

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

Dated.

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

                                            BY:
                                                      Authorized Signature

         TREASURER                                                      CHAIRMAN

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

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

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

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

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

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

Dated

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

Signature(s) Guaranteed:

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

                                       11
EXHIBIT 5.1

                                 PIPER & MARBURY
                                     L.L.P.
                              Charles Center South
                             36 South Charles Street
                         Baltimore, Maryland 21201-3018

                                        September 8, 1998

Eaton Vance Corp.
24 Federal Street
Boston, Massachusetts 02110

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

Ladies and Gentlemen:

     We have  acted as  special  counsel  for  Eaton  Vance  Corp.,  a  Maryland
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 which is being filed by the Company  under the  Securities  Act of 1933,  as
amended, (the "Registration  Statement"),  and which registers 600,000 shares of
the Non-Voting  Common Stock of the Company (the "Shares") to be issued pursuant
to  Restatement  No. 7 of the Company's  1986 Employee  Stock Purchase Plan (the
"Plan").

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

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

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

                              Very truly yours, 

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

                                       12
EXHIBIT 23.1

                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Eaton Vance Corp. on Form S-8 of our reports dated November 25, 1997,  appearing
in and  incorporated  by  reference  in the Annual  Report on Form 10-K of Eaton
Vance Corp. for the year ended October 31, 1997 and to the reference to us under
the heading  "Experts"  in the  Prospectus,  which is part of this  Registration
Statement.

                              /s/  Deloitte & Touche LLP
                                   Deloitte & Touche LLP

Boston, Massachusetts
September 9, 1998

                                       13
EXHIBIT 28.1

                                                                          7/7/98
                                EATON VANCE CORP.

                        1986 EMPLOYEE STOCK PURCHASE PLAN

                                RESTATEMENT NO. 7

     1. Purpose.

     The purpose of this 1986  Employee  Stock  Purchase Plan (the "Plan") is to
provide  employees of Eaton Vance Corp. (the "Company"),  and its  subsidiaries,
who wish to become  shareholders  of the  Company  an  opportunity  to  purchase
Non-Voting  Common Stock of the Company (the "Shares").  The Plan is intended to
qualify as an "employee  stock  purchase plan" within the meaning of Section 423
of the Internal  Revenue Code of 1986,  as it may be amended  (the  "Code").  In
addition, the Plan provides certain employees who are not eligible for favorable
tax  treatment  under  Section  423  with  the  right to  purchase  Shares  on a
nonqualified basis.

     2. Administration of the Plan.

     The Board of Directors  or any  committee or person(s) to whom it delegates
its authority (the  "Administrator")  shall administer,  interpret and apply all
provisions  of the Plan.  Nothing  contained in this Section  shall be deemed to
authorize the Administrator to alter or administer the provisions of the Plan in
a manner  inconsistent  with the terms of the Plan or the  provisions of Section
423 of the Code.

     3. Eligible Employees.

     Subject to the provisions of Sections 7, 8 and 9 below,  any individual who
has been a full-time employee (as defined below) of

     (a) the Company or

     (b) any of its  subsidiaries (as defined in Section 424(f) of the Code) the
employees  of  which  are  designated  by  the   Administrator  as  eligible  to
participate in the Plan,

for a period of twelve  consecutive  (12) months  prior to an Offering  Date (as
defined in Section 4 below) is  eligible  to  participate  in the  offering  (as
defined  in Section 4 below)  commencing  on such  Offering  Date.  A  full-time
employee  shall  mean  any  employee  other  than an  employee  whose  customary
employment is:

     (a) 20 hours or less per week, or

     (b) not more than five months per calendar year.

                                       14
4. Offering Dates and Offering Grants.

     From time to time, the Company, by action of the Administrator,  will grant
rights to  purchase  Shares to  employees  eligible to  participate  in the Plan
pursuant to one or more offerings  (each of which is an "Offering") on a date or
series  of  dates  (each of which is an  "Offering  Date")  designated  for this
purpose by the  Administrator.  As of each Offering Date, the Administrator will
advise each eligible  employee of the maximum number of shares that the employee
may  purchase  under  the  Offering  (the  "Offering  Grant"),  which  shall  be
calculated in accordance with the requirements of Section 423 of the Code.

     5. Prices.

     The price per share for each Offering Grant shall be the lesser of:

     (a)  ninety  percent  (90%)  of the  fair  market  value  of a Share on the
Offering Date on which such right was granted; or

     (b) ninety  percent  (90%) of the fair market  value of a Share on the date
such right is exercised;  provided,  that the Administrator,  in its discretion,
may substitute a percentage in either  subparagraph (a) or (b) of this Section 5
different  from  ninety  percent  (90%),  but  in no  event  shall  either  such
percentage be less than eighty-five percent (85%).

     6. Exercise of Rights and Method of Payment.

     (a)  Rights  granted  under the Plan will be  exercisable  periodically  on
specified dates as determined by the Administrator.

     (b) The method of payment  for Shares  purchased  upon  exercise  of rights
granted  hereunder shall be through  regular  payroll  deductions or by lump sum
cash payment,  or both, as determined by the Administrator;  provided,  however,
that payment through regular payroll  deductions may in no event commence before
the date on which a  prospectus  with  respect  to the  Offering  of the  Shares
covered by the Plan is  provided  to each  participating  employee.  No interest
shall be paid upon payroll  deductions unless  specifically  provided for by the
Administrator.

     (c) Any payments received by the Company from a participating  employee and
not  utilized  for the  purchase  of Shares  upon  exercise  of a right  granted
hereunder shall be, at the employee's  discretion,  either promptly  returned to
such  employee by the Company  after  termination  of the  offering to which the
payment related,  or rolled over and credited to the employee's account and used
to purchase shares in the next Offering Period (as defined below).

     7. Term of Rights.

     The total  period  from an Offering  Date to the last date on which  rights
granted on that Offering Date are exercisable  (the "Offering  Period") shall in
no event be longer than  twenty-seven  (27) months.  The  Administrator  when it
authorizes an Offering may designate  one or more  exercise  periods  during the
Offering Period;  rights granted on an Offering Date shall be exercisable on the
last day of each exercise  period (each of which is an "Exercise  Date") in such
proportion as the Administrator determines.

                                       15
8. Shares Subject to the Plan.

     No more than 1,124,000  (which number shall on August 14, 1998 be increased
to  2,248,000  to reflect the  two-for-one  stock split  effective on that date)
Shares  may be sold  pursuant  to rights  granted  under  the Plan.  Appropriate
adjustments in the above figure,  in the number of Shares covered by outstanding
rights granted hereunder, in the exercise price of the rights and in the maximum
number of Shares which an employee  may  purchase  (pursuant to Section 9 below)
shall be made to give effect to any mergers,  consolidations,  or other  similar
reorganizations  as to  which  the  Company  is the  surviving  entity,  and any
recapitalizations,  stock splits,  stock dividends or other relevant  changes in
the  capitalization  of the Company  occurring  after the effective  date of the
Plan,  provided that no  fractional  Shares shall be subject to a right and each
right shall be  adjusted  downward to the  nearest  full  Share.  Any  agreement
providing for a merger,  consolidation or other similar reorganization which the
Company does not survive shall  provide for an adjustment  for any then existing
rights of participating employees under the Plan. Either authorized and unissued
Shares or issued Shares heretofore or hereafter reacquired by the Company may be
made  subject to rights  under the Plan.  If for any reason any right  under the
Plan terminates in whole or in part, Shares subject to such terminated right may
again be subjected to a right under the Plan.

     9. Nonqualified Feature.

     An employee who,  immediately  after a right to purchase  Shares is granted
hereunder,  would own stock or rights to purchase stock  possessing five percent
(5%) or more of the total combined voting power or value of all classes of stock
of the  Company,  or of any  subsidiary,  computed in  accordance  with  Section
423(b)(3) of the Code ("5%  owner"),  will not be eligible to be granted a right
intended to qualify under Section 423 of the Code. However,  any employee who is
a 5% Owner and who is otherwise eligible to receive a grant under the Plan shall
be eligible to receive a grant hereunder that is in accordance with the terms of
this Plan except that such right shall not be a right  intended to qualify under
Code  Section  423 but rather  shall be a  nonqualified  right that for  federal
income tax purposes is intended to be taxable to the grantee  under Code Section
83. The Company  reserves the right to withhold the issuance of shares  pursuant
to the exercise of any nonqualified right until the participating employee makes
appropriate  arrangements  with the Company for such tax  withholding  as may be
required of the  Company  under  Federal,  state or local law on account of such
exercise.

     10. Limitations on Grants.

     (a) No  Offering  Grant may  permit  an  employee  to  accrue  the right to
purchase  shares under all employee  stock purchase plans of the Company and its
subsidiaries at a rate which exceeds twenty-five  thousand dollars ($25,000) (or
such other  maximum as may be  prescribed  from time to time by the Code) in the
fair market value of such shares  (determined at the time such right is granted)
for each  calendar  year in which  such  right is  outstanding  at any time,  as
required by the provisions of Section 423(b)(8) of the Code.

     (b) No Offering Grant,  when aggregated with rights granted under any other
Offering  still  exercisable  by the  participating  employee,  may  permit  any
participating  employee  to  apply  more  than  fifteen  percent  (15%)  of  the
employee's  annual  rate of  compensation  on the date the  employee  elects  to
participate in the Offering to the purchase of Shares.

     (c)  Effective  with respect to any Offering  Period  beginning on or after
November 1, 1991, no  participating  employee  shall receive Share  certificates
issued upon exercise of a right granted hereunder until the earliest of

                                       16
(i) the first annual  anniversary  date of the Exercise  Date on which
     the Shares evidenced by the certificate were purchased,

          (ii) the participating employee's death, or

          (iii)  the date on which the  participating  employee  presents  proof
     satisfactory  to the  Company  that he or she has  either  become  disabled
     within the meaning of Section  22(e)(3) of the Code or needs such Shares on
     account of Hardship (as defined below).

The Company or such agent as it designates shall hold such Share certificates in
escrow pending their release to the participating  employee (or, if the employee
has died, to such beneficiary or beneficiaries as the employee has designated in
writing  during his or her lifetime to the  Company,  or if the employee has not
made  such a  designation,  to his or her  surviving  spouse,  or if none to the
employee's estate, without interest).  Hardship shall mean the occurrence of one
or more of the following events: (I) a death within the participating employee's
immediate family, (II) extraordinary medical expenses for one or more members of
the participating employee's immediate family which are not covered by insurance
programs  sponsored by the  Company,  (III) the  education  costs of one or more
members of the participating  employee's family, (IV) the purchase or renovation
of a principal  place of residence of the  participating  employee,  or (V) such
other  financial  emergency needs as may be approved by the Company on a uniform
and nondiscriminatory basis.

     11. Limit on Participation.

     Participation  in an offering  shall be limited to eligible  employees  who
elect to  participate  in such  offering  in the  manner,  and  within  the time
limitations, established by the Administrator when it authorizes the Offering.

     12. Cancellation of Election to Participate.

     An employee who has elected to  participate  in an Offering may cancel such
election as to all (but not part) of the  unexercised  rights granted under such
offering by giving written notice of such cancellation to the Company before the
expiration of any exercise period.  Any amounts paid by the employee or withheld
from the employee's  compensation through payroll deductions for the purchase of
Shares shall be paid to the employee, without interest, upon such cancellation.

     13. Termination of Employment.

     Upon the termination of an employee's employment for any reason,  including
the death of the employee,  before any Exercise Date on which any rights granted
to  the  employee  under  the  Plan  are  exercisable,  all  such  rights  shall
immediately  terminate  and amounts  paid by the  employee or withheld  from the
employee's  compensation  through payroll  deductions for the purchase of Shares
shall be paid to the employee or, if the employee has died, to such  beneficiary
or  beneficiaries  as the employee has  designated in writing  during his or her
lifetime to the Company, or if the employee has not made such a designation,  to
his or her  surviving  spouse,  or if none  to the  employee's  estate,  without
interest.

                                       17
14. Employees' Rights as Shareholders.

     No  participating  employee  shall have any rights as a shareholder  in the
Shares covered by a right granted hereunder until such right has been exercised,
full  payment  has  been  made  for  the  corresponding  Shares  and  the  Share
certificate is actually issued.

     15. Rights Not Transferable.

     Rights under the Plan are not assignable or transferable by a participating
employee and are exercisable only by the employee.

     16. Amendments to or Discontinuation of the Plan.

     The Board of Directors of the Company shall have the right to amend, modify
or terminate the Plan at any time without notice;  provided,  however,  that the
then  existing  rights of all  participating  employees  shall not be  adversely
affected  thereby,  and provided  further  that,  subject to the  provisions  of
Section 8 above,  no such  amendment to the Plan shall,  without the approval of
the  shareholders of the Company,  increase the total number of Shares which may
be  offered  under  the  Plan,  or  change  the  class of  persons  eligible  to
participate in the Plan.

     17. Effective Date and Approvals.

     The Plan originally became effective on October 17, 1986, the date on which
the Plan was  adopted by the Board of  Directors.  The  amendments  made by this
Restatement  No.  7 shall  become  effective  on July 7,  1998  (the  date  said
amendments were adopted by the Board of Directors).

     The Company's  obligation  to offer,  sell and deliver its Shares under the
Plan is  subject to the  approval  of any  governmental  authority  required  in
connection  with the  authorized  issuance or sale of such Shares and is further
subject to the Company  receiving the opinion of its counsel that all applicable
securities laws have been compiled with.

     18. Term of Plan.

     No rights shall be granted under the Plan after November 1, 2006.

                                       18