SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

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

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

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


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
<TABLE>
   Title of                                    Proposed         Proposed
  Securities                Amount to          maximum           maximum              Amount of
     to be                     be          offering price       aggregate           registration
  Registered               Registered         Per Share      Offering Price              Fee
  ----------               ----------         ---------      --------------              ---

<S>                          <C>              <C>               <C>                     <C>    
Non-Voting                   20,084           $34.8125          $699,174.25             $206.26
Common Stock,
$.03125 par value
</TABLE>

---------------
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rules  457(c)  and  457(h)  under the  Securities  Act of 1933,  as
amended,  upon the basis of the  average of the high and low sale  prices of the
Registrant's  Non-Voting Common Stock as reported on the New York Stock Exchange
on December 15, 1997.

                               Page 1 of 17 pages.
                        Exhibit Index begins on page 14.
<PAGE>

                                   PROSPECTUS

                                  20,084 SHARES
                                EATON VANCE CORP.
                             NON-VOTING COMMON STOCK


     This  Prospectus  relates to 20,084  shares (the  "Shares")  of  Non-Voting
Common Stock,  $.03125 par value per share (the "Non-Voting  Common Stock"),  of
Eaton Vance Corp.  ("Eaton Vance" or the  "Company")  being offered from time to
time  by  a  shareholder  of  the  Company  or  his  legatees,  heirs  or  legal
representatives  (the  "Selling  Shareholder"),  who may or may not be deemed an
"affiliate"  of the  Company,  as defined in Rule 405 of the  General  Rules and
Regulations under the Securities Act of 1933, as amended (the "Securities Act"),
and who has purchased the Shares upon the exercise of options acquired  pursuant
to  certain of the  Company's  stock  option  plans.  The shares  have no voting
rights.  The Company will not receive any of the  proceeds  from the sale of the
shares by the Selling  Shareholder.  The Shares are  expected to be offered from
time to time in one or more brokerage transactions at market prices.

     The average of the high and low sale prices of the Non-Voting  Common Stock
reported on the New York Stock Exchange on December 15, 1997 was $34.8125.

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

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

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

                                      -2-
<PAGE>

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

     The date of this Prospectus is December 19, 1997.

                                      -3-
<PAGE>

AVAILABLE INFORMATION
--------------------------------------------------------------------------------

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files reports and other information with the Securities and Exchange
Commission  (the  "Commission").  Reports  and  other  information  filed by the
Company with the Commission  pursuant to the  informational  requirements of the
Exchange  Act may be  inspected  and copied at the public  reference  facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington,  D.C. 20549,
and at the  following  Regional  Offices of the  Commission:  New York  Regional
Office, 7 World Trade Center,  Suite 1300, New York, New York 10048; and Chicago
Regional  Office,  500  West  Madison  Street,  Suite  1400,  Chicago,  Illinois
60661-2511.  Copies of such material may be obtained  from the Public  Reference
Section of the Commission at 450 Fifth Street,  N.W.,  Washington D.C. 20549, at
prescribed  rates.  In addition,  reports and other  information  concerning the
Company can be  inspected  and copied at the New York Stock  Exchange,  20 Broad
Street, New York, New York 10005.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
--------------------------------------------------------------------------------

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

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

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

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

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

     The Company  will furnish  without  charge to each  person,  including  any
beneficial owner, to whom this Prospectus is delivered, upon the request of such
person, a copy of any or all of the documents  incorporated herein by reference,
other  than  exhibits  to such  documents.  Requests  should  be  addressed  to:
Treasurer,  Eaton Vance Corp., 24 Federal Street,  Boston,  Massachusetts 02110,
(617) 482-8260.

                                      -4-
<PAGE>

THE COMPANY
--------------------------------------------------------------------------------

     Eaton Vance Corp., a Maryland corporation (the "Company"), is the issuer of
the Shares of Non-Voting Common Stock,  $.03125 par value per share,  covered by
this Prospectus.  The principal offices of the Company are located at 24 Federal
Street, Boston, Massachusetts 02110, and its telephone number is (617) 482-8260.

SELLING SHAREHOLDER
--------------------------------------------------------------------------------

     The Selling  Shareholder was an officer and employee of a subsidiary of the
Company,  and acquired the shares of the Company's Non-Voting Common Stock being
offered hereunder  pursuant to certain of the Company's stock option plans. (See
"DESCRIPTION OF COMMON STOCK".) Although the Selling  Shareholder is eligible to
sell all of the Shares covered by this Prospectus,  he does not necessarily have
any  present  intention  to sell all such  Shares.  A total of 20,084  shares is
available for sale under this Prospectus as follows:

                                              TOTAL                  AMOUNT/
                                            SHARES OF              PERCENTAGE
                                           NON-VOTING             OF NON-VOTING
                                             COMMON               COMMON STOCK
                                              STOCK                TO BE OWNED
                         POSITION WITH        OWNED    AMOUNT         AFTER
                        THE COMPANY OR      PRIOR TO    BEING      COMPLETION
NAME                     A SUBSIDIARY       OFFERING   OFFERED     OF OFFERING
----                     ------------       --------   -------     -----------

Jeffrey P. Beale         Former Vice         26,508    20,084      6,424/.04%
                          President

PLAN OF DISTRIBUTION
--------------------------------------------------------------------------------

     The  Shares  may be  offered  and sold  from time to time  directly  by the
Selling  Shareholder  in  one  or  more  brokerage  transactions.   The  Selling
Shareholder  will act  independently  of the  Company in making  decisions  with
respect to the timing, manner and size of each sale. The Selling Shareholder may
from time to time offer the Shares through underwriters,  dealers or agents. The
distribution of the Shares by the Selling  Shareholder may be effected from time
to time in one or more transactions that may take place on one or more exchanges
or in the  over-the-counter  market,  including ordinary broker's  transactions,
privately-negotiated transactions or through sales to one or more broker-dealers
for resale of such securities as principals,  at market prices prevailing at the
time of sale, at prices  related to such market prices or at negotiated  prices.
Usual and customary or specifically negotiated brokerage fees or commissions may
be paid by the Selling Shareholder in connection with such sales.

                                      -5-
<PAGE>

     The Company has been advised by the Selling Shareholder that he has not, as
of the date hereof,  entered into any arrangement  with a broker-dealer  for the
sale of Shares through a block trade, special offering, exchange distribution or
secondary  distribution of a purchase by a  broker-dealer.  In effecting  sales,
broker-dealers  engaged  by  the  Selling  Shareholder  may  arrange  for  other
broker-dealers  to  participate.   Broker-dealers  may  receive  commissions  or
discounts from the Selling  Shareholder in amounts to be negotiated  immediately
prior to the sale.

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

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

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

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

     The Company will pay certain  expenses  incidental to the offering and sale
of the Shares to the public estimated to be approximately $250. The Company will
not pay for, among other expenses,  selling expenses,  underwriting discounts or
fees and expenses of counsel for the Selling Shareholder.

                                      -6-
<PAGE>

DESCRIPTION OF COMMON STOCK
--------------------------------------------------------------------------------

     The Company is authorized to issue 23,840,000  shares of Non-Voting  Common
Stock,  $.03125 par value. The Company's Articles of Incorporation  provide that
these shares shall not have voting  rights under any  circumstances  whatsoever.
These shares are  registered  pursuant to Section 12 of the Exchange Act and are
traded on the New York Stock  Exchange.  It is sales of Shares of the  Company's
Non-Voting  Common Stock to which this  Registration  Statement  relates.  These
sales,  by a former  officer and  employee  of the  Company,  are of  previously
unregistered  Shares acquired pursuant to various stock option plans established
by the Company.

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

     The Company is also  authorized  to issue  160,000  shares of Voting Common
Stock,  $.03125  par value.  Each share of Voting  Common  Stock is  entitled to
participate pro rata in  distributions  upon  liquidation and to one vote on all
matters  submitted  to a vote  of  stockholders.  Dividends  may be  paid to the
holders of Voting  Common  Stock when and if declared by the Board of  Directors
out of any funds legally available therefor. Holders of Voting Common Stock have
no preemptive or similar rights nor do they have cumulative  voting rights.  The
outstanding shares of Voting Common Stock are fully paid and nonassessable.  The
Voting Common Stock is not publicly traded. All outstanding shares of the Voting
Common Stock are deposited in a Voting Trust,  of which the Voting  Trustees are
James B. Hawkes (Chairman of the Board, President, Chief Executive Officer and a
Director of the Company), M. Dozier Gardner (Vice-Chairman and a Director of the
Company),  Benjamin  A.  Rowland,  Jr. (a Vice  President  and a Director of the
Company), Thomas E. Faust, Jr. (an Officer of subsidiaries of the Company), Alan
R. Dynner (a Vice President of the Company),  Wharton P. Whitaker (an Officer of
subsidiaries  of the  Company),  and  William  M.  Steul (a Vice  President  and
Treasurer of the  Company).  The Voting Trust  expires on October 30, 2000.  The
Voting  Trustees  have  unrestricted  voting  rights  for  the  election  of the
Company's  Directors  and inasmuch as the seven  Voting  Trustees of said Voting
Trust have  unrestricted  voting rights with respect to said Voting Common Stock
(except that the Voting Trust  Agreement  provides that any action of the Voting
Trustees to approve (1) the sale, mortgage or pledge of all or substantially all
of the Company's  assets,  or (2) a change in the capital structure or powers of
the Company,  or (3) a merger,  consolidation,  reorganization or dissolution of
the Company, or (4) an amendment to or a termination of the Voting Trust, or (5)
the  addition of a Voting  Trustee,  or the  removal of a Voting  Trustee by the
other Voting Trustees, or (6) the renewal of the term of the Voting Trust, shall
require the written consent of the holders of Voting Trust receipts representing
a majority of such Stock subject at the time to the Voting  Trust),  they may be
deemed to be beneficial owners of all of the Company's outstanding Voting Common
Stock. The Voting Trust agreement provides that the Voting Trustees shall act by
majority if there be three or more  Voting  Trustees;  otherwise  they shall act
unanimously.  All  outstanding  Voting Trust  Receipts  issued under said Voting
Trust are owned by the Voting Trustees. As at December 15, 1997, Messrs. Gardner
and Hawkes each owned 24% of such Voting  Trust  Receipts;  Messrs.  Rowland and
Faust owned 15% and 13%,  respectively;  and Messrs.  Dynner, Steul and Whitaker
each owned 8%.

                                      -7-
<PAGE>

EXPERTS
--------------------------------------------------------------------------------

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

RECENT DEVELOPMENTS
--------------------------------------------------------------------------------

     There have been no  material  changes in the  Company's  affairs  since its
Annual  Report on Form 10-K for the year ended  October  31, 1996 which have not
been described in a Quarterly  Report on Form 10-Q or a periodic  report on Form
8-K. See "Incorporation of Certain Documents by Reference."

                                       -8-
<PAGE>

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

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

          (1) The  Registrant's  latest annual report filed  pursuant to Section
     13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
     to  Rule  424(b)  under  the  Securities  Act  of  1933  (as  amended,  the
     "Securities  Act"),  that contains  audited  financial  statements  for the
     Registrant's latest fiscal year for which such statements have been filed.

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

          (3) The description of the Non-Voting  Common Stock, par value $.03125
     per share ("Common  Stock"),  contained in a registration  statement  filed
     under the Exchange  Act,  including  any  amendment or report filed for the
     purpose of updating such description.

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

     Item 4. DESCRIPTION OF SECURITIES.

     Not applicable.

     Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

     Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article  NINTH,  section (8) of the  Company's  Articles  of  Incorporation
provides  that,  to the extent  permitted by the laws of  Maryland,  the Company
shall  indemnify  any person that (a) is serving as a director or officer of the
Company,  (b) any  person  that has  served as an  officer  or  director  of the

                                      -9-
<PAGE>

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

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

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

     Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

     Item 8. EXHIBITS.

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

EXHIBITS
--------

4.1  Specimen certificate representing the Non-Voting Common Stock is filed
     herewith.

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

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


     Item 9. UNDERTAKINGS.

     1.   The Company hereby undertakes:

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

                                      -10-
<PAGE>

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

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

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

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

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

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

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

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

                                      -11-
<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 19th
day of December, 1997.

                                        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.

                                      -12-
<PAGE>


SIGNATURE                           TITLE                           DATE
---------                           -----                           ----

/s/ James B. Hawkes            President, Chief Executive      December 19, 1997
----------------------------   Officer and Director
James B. Hawkes                (Principal Executive
                                Officer)

/s/ M. Dozier Gardner           Vice Chairman                  December 19, 1997
----------------------------    and Director
M. Dozier Gardner

----------------------------    Director                       December   , 1997
John G. L. Cabot


/s/ Benjamin A. Rowland, Jr.    Vice President                 December 19, 1997
----------------------------    and Director


----------------------------    Director                       December   , 1997
Ralph Z. Sorenson


/s/ William M. Steul            Treasurer (Principal           December 19, 1997
----------------------------    Financial and
                                Accounting
                                Officer)


                                      -13-
<PAGE>


                                  EXHIBIT INDEX
                                  -------------

                                                                 Sequential
Exhibit                                                           Page No.
------                                                            --------
4.1       Specimen certificate of Non-Voting Common Stock            15

24.2      Consent of Deloitte & Touche LLP, independent              17
          accountants, filed herewith.

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


                                      -14-
<PAGE>

                                                                     EXHIBIT 4.1



NUMBER                                                       SHARES
[ EV       ]                                              [          ]

COMMON STOCK                                              COMMON STOCK

PAR VALUE
$0.03125 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

                                      -15-
<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.

                                      -16-
<PAGE>


                                                                    EXHIBIT 24.2





                          INDEPENDENT AUDITORS' CONSENT




We  consent  to  the  incorporation  by reference in this Registration Statement
of Eaton Vance Corp. on Form S-8 of our reports dated November 26, 1996,  (which
expresses an unqualified opinion and includes an explanatory  paragraph relating
to the adoption of  Statements  of  Accounting  Standards No. 109, 115 and 121),
appearing in and  incorporated by reference in the Annual Report on Form 10-K of
Eaton Vance Corp.  for the year ended October 31, 1996  and  to the reference to
us  under  the  heading  "Experts"  in the  Prospectus,  which  is  part of this
Registration Statement.




DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 18, 1997



                                      -17-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR EVC", "secsgml_size_bytes": 38631}]
{"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": "333-42813", "film-number": "97741713"}, "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"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

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

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

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

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------

   Title of                                    Proposed         Proposed
  Securities                Amount to          maximum           maximum              Amount of
     to be                     be          offering price       aggregate           registration
  Registered               Registered         Per Share      Offering Price              Fee
  ----------               ----------         ---------      --------------              ---
Non-Voting                   20,084           $34.8125          $699,174.25             $206.26
Common Stock,
$.03125 par value
---------------
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rules  457(c)  and  457(h)  under the  Securities  Act of 1933,  as
amended,  upon the basis of the  average of the high and low sale  prices of the
Registrant's  Non-Voting Common Stock as reported on the New York Stock Exchange
on December 15, 1997.

                               Page 1 of 17 pages.
                        Exhibit Index begins on page 14.
PROSPECTUS

                                  20,084 SHARES
                                EATON VANCE CORP.
                             NON-VOTING COMMON STOCK

     This  Prospectus  relates to 20,084  shares (the  "Shares")  of  Non-Voting
Common Stock,  $.03125 par value per share (the "Non-Voting  Common Stock"),  of
Eaton Vance Corp.  ("Eaton Vance" or the  "Company")  being offered from time to
time  by  a  shareholder  of  the  Company  or  his  legatees,  heirs  or  legal
representatives  (the  "Selling  Shareholder"),  who may or may not be deemed an
"affiliate"  of the  Company,  as defined in Rule 405 of the  General  Rules and
Regulations under the Securities Act of 1933, as amended (the "Securities Act"),
and who has purchased the Shares upon the exercise of options acquired  pursuant
to  certain of the  Company's  stock  option  plans.  The shares  have no voting
rights.  The Company will not receive any of the  proceeds  from the sale of the
shares by the Selling  Shareholder.  The Shares are  expected to be offered from
time to time in one or more brokerage transactions at market prices.

     The average of the high and low sale prices of the Non-Voting  Common Stock
reported on the New York Stock Exchange on December 15, 1997 was $34.8125.

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

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

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

                                      -2-
Neither the delivery of this Prospectus nor any sales made hereunder shall,
under any circumstances, create any implication that there has been no change in
the  affairs  of the  Company  since  the date  hereof  or the dates as of which
information  is set forth  herein.  No person  has been  authorized  to give any
information or to make any  representations,  other than as contained herein, in
connection  with the offer  contained in the  Prospectus,  and if given or made,
such  information or  representations  must not be relied upon.  This Prospectus
does not  constitute an offer to sell or a  solicitation  of an offer to buy the
Shares by any person in any jurisdiction in which it is unlawful for such person
to make such an offer or solicitation.

     The date of this Prospectus is December 19, 1997.

                                      -3-
AVAILABLE INFORMATION
--------------------------------------------------------------------------------

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files reports and other information with the Securities and Exchange
Commission  (the  "Commission").  Reports  and  other  information  filed by the
Company with the Commission  pursuant to the  informational  requirements of the
Exchange  Act may be  inspected  and copied at the public  reference  facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington,  D.C. 20549,
and at the  following  Regional  Offices of the  Commission:  New York  Regional
Office, 7 World Trade Center,  Suite 1300, New York, New York 10048; and Chicago
Regional  Office,  500  West  Madison  Street,  Suite  1400,  Chicago,  Illinois
60661-2511.  Copies of such material may be obtained  from the Public  Reference
Section of the Commission at 450 Fifth Street,  N.W.,  Washington D.C. 20549, at
prescribed  rates.  In addition,  reports and other  information  concerning the
Company can be  inspected  and copied at the New York Stock  Exchange,  20 Broad
Street, New York, New York 10005.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
--------------------------------------------------------------------------------

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

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

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

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

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

     The Company  will furnish  without  charge to each  person,  including  any
beneficial owner, to whom this Prospectus is delivered, upon the request of such
person, a copy of any or all of the documents  incorporated herein by reference,
other  than  exhibits  to such  documents.  Requests  should  be  addressed  to:
Treasurer,  Eaton Vance Corp., 24 Federal Street,  Boston,  Massachusetts 02110,
(617) 482-8260.

                                      -4-
THE COMPANY
--------------------------------------------------------------------------------

     Eaton Vance Corp., a Maryland corporation (the "Company"), is the issuer of
the Shares of Non-Voting Common Stock,  $.03125 par value per share,  covered by
this Prospectus.  The principal offices of the Company are located at 24 Federal
Street, Boston, Massachusetts 02110, and its telephone number is (617) 482-8260.

SELLING SHAREHOLDER
--------------------------------------------------------------------------------

     The Selling  Shareholder was an officer and employee of a subsidiary of the
Company,  and acquired the shares of the Company's Non-Voting Common Stock being
offered hereunder  pursuant to certain of the Company's stock option plans. (See
"DESCRIPTION OF COMMON STOCK".) Although the Selling  Shareholder is eligible to
sell all of the Shares covered by this Prospectus,  he does not necessarily have
any  present  intention  to sell all such  Shares.  A total of 20,084  shares is
available for sale under this Prospectus as follows:

                                              TOTAL                  AMOUNT/
                                            SHARES OF              PERCENTAGE
                                           NON-VOTING             OF NON-VOTING
                                             COMMON               COMMON STOCK
                                              STOCK                TO BE OWNED
                         POSITION WITH        OWNED    AMOUNT         AFTER
                        THE COMPANY OR      PRIOR TO    BEING      COMPLETION
NAME                     A SUBSIDIARY       OFFERING   OFFERED     OF OFFERING
----                     ------------       --------   -------     -----------

Jeffrey P. Beale         Former Vice         26,508    20,084      6,424/.04%
                          President

PLAN OF DISTRIBUTION
--------------------------------------------------------------------------------

     The  Shares  may be  offered  and sold  from time to time  directly  by the
Selling  Shareholder  in  one  or  more  brokerage  transactions.   The  Selling
Shareholder  will act  independently  of the  Company in making  decisions  with
respect to the timing, manner and size of each sale. The Selling Shareholder may
from time to time offer the Shares through underwriters,  dealers or agents. The
distribution of the Shares by the Selling  Shareholder may be effected from time
to time in one or more transactions that may take place on one or more exchanges
or in the  over-the-counter  market,  including ordinary broker's  transactions,
privately-negotiated transactions or through sales to one or more broker-dealers
for resale of such securities as principals,  at market prices prevailing at the
time of sale, at prices  related to such market prices or at negotiated  prices.
Usual and customary or specifically negotiated brokerage fees or commissions may
be paid by the Selling Shareholder in connection with such sales.

                                      -5-
The Company has been advised by the Selling Shareholder that he has not, as
of the date hereof,  entered into any arrangement  with a broker-dealer  for the
sale of Shares through a block trade, special offering, exchange distribution or
secondary  distribution of a purchase by a  broker-dealer.  In effecting  sales,
broker-dealers  engaged  by  the  Selling  Shareholder  may  arrange  for  other
broker-dealers  to  participate.   Broker-dealers  may  receive  commissions  or
discounts from the Selling  Shareholder in amounts to be negotiated  immediately
prior to the sale.

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

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

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

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

     The Company will pay certain  expenses  incidental to the offering and sale
of the Shares to the public estimated to be approximately $250. The Company will
not pay for, among other expenses,  selling expenses,  underwriting discounts or
fees and expenses of counsel for the Selling Shareholder.

                                      -6-
DESCRIPTION OF COMMON STOCK
--------------------------------------------------------------------------------

     The Company is authorized to issue 23,840,000  shares of Non-Voting  Common
Stock,  $.03125 par value. The Company's Articles of Incorporation  provide that
these shares shall not have voting  rights under any  circumstances  whatsoever.
These shares are  registered  pursuant to Section 12 of the Exchange Act and are
traded on the New York Stock  Exchange.  It is sales of Shares of the  Company's
Non-Voting  Common Stock to which this  Registration  Statement  relates.  These
sales,  by a former  officer and  employee  of the  Company,  are of  previously
unregistered  Shares acquired pursuant to various stock option plans established
by the Company.

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

     The Company is also  authorized  to issue  160,000  shares of Voting Common
Stock,  $.03125  par value.  Each share of Voting  Common  Stock is  entitled to
participate pro rata in  distributions  upon  liquidation and to one vote on all
matters  submitted  to a vote  of  stockholders.  Dividends  may be  paid to the
holders of Voting  Common  Stock when and if declared by the Board of  Directors
out of any funds legally available therefor. Holders of Voting Common Stock have
no preemptive or similar rights nor do they have cumulative  voting rights.  The
outstanding shares of Voting Common Stock are fully paid and nonassessable.  The
Voting Common Stock is not publicly traded. All outstanding shares of the Voting
Common Stock are deposited in a Voting Trust,  of which the Voting  Trustees are
James B. Hawkes (Chairman of the Board, President, Chief Executive Officer and a
Director of the Company), M. Dozier Gardner (Vice-Chairman and a Director of the
Company),  Benjamin  A.  Rowland,  Jr. (a Vice  President  and a Director of the
Company), Thomas E. Faust, Jr. (an Officer of subsidiaries of the Company), Alan
R. Dynner (a Vice President of the Company),  Wharton P. Whitaker (an Officer of
subsidiaries  of the  Company),  and  William  M.  Steul (a Vice  President  and
Treasurer of the  Company).  The Voting Trust  expires on October 30, 2000.  The
Voting  Trustees  have  unrestricted  voting  rights  for  the  election  of the
Company's  Directors  and inasmuch as the seven  Voting  Trustees of said Voting
Trust have  unrestricted  voting rights with respect to said Voting Common Stock
(except that the Voting Trust  Agreement  provides that any action of the Voting
Trustees to approve (1) the sale, mortgage or pledge of all or substantially all
of the Company's  assets,  or (2) a change in the capital structure or powers of
the Company,  or (3) a merger,  consolidation,  reorganization or dissolution of
the Company, or (4) an amendment to or a termination of the Voting Trust, or (5)
the  addition of a Voting  Trustee,  or the  removal of a Voting  Trustee by the
other Voting Trustees, or (6) the renewal of the term of the Voting Trust, shall
require the written consent of the holders of Voting Trust receipts representing
a majority of such Stock subject at the time to the Voting  Trust),  they may be
deemed to be beneficial owners of all of the Company's outstanding Voting Common
Stock. The Voting Trust agreement provides that the Voting Trustees shall act by
majority if there be three or more  Voting  Trustees;  otherwise  they shall act
unanimously.  All  outstanding  Voting Trust  Receipts  issued under said Voting
Trust are owned by the Voting Trustees. As at December 15, 1997, Messrs. Gardner
and Hawkes each owned 24% of such Voting  Trust  Receipts;  Messrs.  Rowland and
Faust owned 15% and 13%,  respectively;  and Messrs.  Dynner, Steul and Whitaker
each owned 8%.

                                      -7-
EXPERTS
--------------------------------------------------------------------------------

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

RECENT DEVELOPMENTS
--------------------------------------------------------------------------------

     There have been no  material  changes in the  Company's  affairs  since its
Annual  Report on Form 10-K for the year ended  October  31, 1996 which have not
been described in a Quarterly  Report on Form 10-Q or a periodic  report on Form
8-K. See "Incorporation of Certain Documents by Reference."

                                       -8-
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

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

          (1) The  Registrant's  latest annual report filed  pursuant to Section
     13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
     to  Rule  424(b)  under  the  Securities  Act  of  1933  (as  amended,  the
     "Securities  Act"),  that contains  audited  financial  statements  for the
     Registrant's latest fiscal year for which such statements have been filed.

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

          (3) The description of the Non-Voting  Common Stock, par value $.03125
     per share ("Common  Stock"),  contained in a registration  statement  filed
     under the Exchange  Act,  including  any  amendment or report filed for the
     purpose of updating such description.

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

     Item 4. DESCRIPTION OF SECURITIES.

     Not applicable.

     Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

     Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article  NINTH,  section (8) of the  Company's  Articles  of  Incorporation
provides  that,  to the extent  permitted by the laws of  Maryland,  the Company
shall  indemnify  any person that (a) is serving as a director or officer of the
Company,  (b) any  person  that has  served as an  officer  or  director  of the

                                      -9-
Company,  and (c) any person who at the request of the Company is serving or has
served  as a  director,  officer,  trustee,  partner,  employee,  agent or other
representative  of  another   corporation,   joint  stock  company,   syndicate,
association,  firm, trust,  partnership or other entity, against all liabilities
and  expenses,  including  without  limitation  attorneys'  fees and  judgments,
penalties,  fines and amounts paid in  settlement,  reasonably  incurred by such
person in connection with any threatened,  pending or completed action, suit, or
other  proceeding,  whether civil,  criminal,  administrative,  investigative or
legislative,  in which  such  person  may be  involved  or with  which he may be
threatened by reason of serving or having served in such position.

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

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

     Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

     Item 8. EXHIBITS.

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

EXHIBITS
--------

4.1  Specimen certificate representing the Non-Voting Common Stock is filed
     herewith.

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

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

     Item 9. UNDERTAKINGS.

     1.   The Company hereby undertakes:

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

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

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

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

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

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

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

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

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

                                      -11-
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 19th
day of December, 1997.

                                        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.

                                      -12-
SIGNATURE                           TITLE                           DATE
---------                           -----                           ----

/s/ James B. Hawkes            President, Chief Executive      December 19, 1997
----------------------------   Officer and Director
James B. Hawkes                (Principal Executive
                                Officer)

/s/ M. Dozier Gardner           Vice Chairman                  December 19, 1997
----------------------------    and Director
M. Dozier Gardner

----------------------------    Director                       December   , 1997
John G. L. Cabot

/s/ Benjamin A. Rowland, Jr.    Vice President                 December 19, 1997
----------------------------    and Director

----------------------------    Director                       December   , 1997
Ralph Z. Sorenson

/s/ William M. Steul            Treasurer (Principal           December 19, 1997
----------------------------    Financial and
                                Accounting
                                Officer)

                                      -13-
EXHIBIT INDEX
                                  -------------

                                                                 Sequential
Exhibit                                                           Page No.
------                                                            --------
4.1       Specimen certificate of Non-Voting Common Stock            15

24.2      Consent of Deloitte & Touche LLP, independent              17
          accountants, filed herewith.

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

                                      -14-
EXHIBIT 4.1

NUMBER                                                       SHARES
[ EV       ]                                              [          ]

COMMON STOCK                                              COMMON STOCK

PAR VALUE
$0.03125 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

                                      -15-
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.

                                      -16-
EXHIBIT 24.2

                          INDEPENDENT AUDITORS' CONSENT

We  consent  to  the  incorporation  by reference in this Registration Statement
of Eaton Vance Corp. on Form S-8 of our reports dated November 26, 1996,  (which
expresses an unqualified opinion and includes an explanatory  paragraph relating
to the adoption of  Statements  of  Accounting  Standards No. 109, 115 and 121),
appearing in and  incorporated by reference in the Annual Report on Form 10-K of
Eaton Vance Corp.  for the year ended October 31, 1996  and  to the reference to
us  under  the  heading  "Experts"  in the  Prospectus,  which  is  part of this
Registration Statement.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 18, 1997

                                      -17-