As filed with the Securities and Exchange Commission on October 29, 1999

                                             Registration No. __________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

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

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

                           1999 RESTRICTED STOCK PLAN
                           --------------------------
                            (Full title of the Plan)

                              Alan R. Dynner, Esq.
                                Eaton Vance Corp.
                   The Eaton Vance Building, 255 State Street
                                Boston, MA 02109
                                ----------------
                     (Name and address of agent for service)

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

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

<TABLE>
                                                        Proposed               Proposed
        Title of                                        maximum                 maximum
       Securities                                       offering               aggregate
          to be                Amount to be            price per               offering               Amount of
       registered             registered (1)           share (2)               price (3)        registration fee (3)
       ----------             --------------           ---------               ---------        --------------------
<S>                              <C>                   <C>                    <C>                     <C>
Non-Voting Common Stock          500,000               $32.78125              $16,390,625             $4,556.59
$.015625 par value                shares
</TABLE>

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

(2)  The proposed maximum aggregate  offering price has been estimated  pursuant
     to Rule 457(c) under the  Securities  Act of 1933 solely for the purpose of
     calculating the  registration  fee. It is not known how many shares will be
     purchased  under the Plan or at what price such shares  will be  purchased.
     The  estimate of the proposed  maximum  aggregate  offering  price has been
     calculated  based on the offering of 500,000  shares,  being the  aggregate
     number of shares of Non-Voting  Common Stock  available for issuance  under
     the Plan, at a purchase price of $32.78125 per share,  which is the average
     of the high and low  prices of the  Company's  Non-Voting  Common  Stock as
     reported on the New York Stock Exchange on October 27, 1999.

                               Page 1 of 24 pages.
                           Exhibit Index is on page 9.
<PAGE>
                                EXPLANATORY NOTE


     This  Registration  Statement  has been  prepared  in  accordance  with the
requirements  of  General  Instruction  D to  Form  S-8.  The  purpose  of  this
Registration Statement is to register 500,000 shares of Non-Voting Common Stock,
$.015625 par value per share (the "Stock"),  of Eaton Vance Corp. (the "Company"
or the "Registrant"), which shares have been reserved for issuance upon the sale
of restricted Stock to key employees of the Company and its affiliates  pursuant
to the Company's 1999 Restricted Stock Plan.

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


                                       2
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

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

     (a)  the Company's Annual Report to security holders which contains audited
          financial statements for its fiscal year ended October 31, 1998;

     (b)  the  Company's  Annual  Report on Form 10-K for the year ended October
          31, 1998 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,  1999,  April 30,  1999 and July 31,  1999,  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, 1998
          and prior to the termination of the offering of securities  covered by
          this Registration Statement.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 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.

     Not applicable.


                                       3
<PAGE>
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.

     The Maryland General  Corporation law provides that a Maryland  corporation
may indemnify a director unless it is established  that: (i) the act or omission
of the director was material to the matter giving rise to the proceeding and was
committed in bad faith or was the result of active and deliberate dishonesty; or
(ii) the  director  actually  received  an improper  personal  benefit in money,
property  or  services;  or (iii) in the case of any  criminal  proceeding,  the
director had reasonable cause to believe that the act or omission was unlawful.

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

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

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     There  are  filed  with the  Registration  Statement  (or  incorporated  by
reference pursuant to Rule 411) the following exhibits:

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

     5.1  Opinion of Piper & Marbury L.L.P.,  as to legality of the shares being
          registered (see Page 10).


                                       4
<PAGE>
     23.1 Consent of Deloitte & Touche LLP (See Page 12).

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

     24.1 Power of Attorney (See Page 13).

     99.1 Copy of Registrant's 1999 Restricted Stock Plan (see Page 14).

Item 9. Undertakings.

     1.   The Company hereby undertakes:

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

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

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

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

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

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

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

     2. The Company hereby  undertakes  that,  for purposes of  determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to Section  13(a) or Section  15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of  the  Exchange  Act) that  is incorporated by reference in the


                                       5
<PAGE>
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.

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


                                       6
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Boston,  Commonwealth of Massachusetts,  on this 29th
day of October, 1999.

                              EATON VANCE CORP.



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


                                       7
<PAGE>
     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

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

/s/ James B. Hawkes                President, Chief
--------------------------         Executive Officer            October 29, 1999
James B. Hawkes                    and Director
                                   (Principal Executive
                                   Officer)

John G.L. Cabot*                   Director                     October 29, 1999
--------------------------
John G. L. Cabot

John M. Nelson*                    Director                     October 29, 1999
--------------------------
John M. Nelson

Vincent M. O'Reilly*               Director                     October 29, 1999
--------------------------
Vincent M. O'Reilly

Benjamin A. Rowland, Jr.*          Director                     October 29, 1999
--------------------------
Benjamin A. Rowland, Jr.

Ralph Z. Sorenson*                 Director                     October 29, 1999
--------------------------
Ralph Z. Sorenson

/s/ William M. Steul               Treasurer (Principal         October 29, 1999
--------------------------         Financial Officer)
William M. Steul

/s/ Laurie G. Russell              Vice President               October 29, 1999
--------------------------         (Principal Accounting
Laurie G. Russell                  Officer)


* Signed on behalf of the Director by William M. Steul as  attorney-in-fact
pursuant to the Power of attorney filed with the Registration Statement.


                                       8
<PAGE>
                                  EXHIBIT INDEX


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

Exhibit 4.1 (Specimen certificate representing
the Non-Voting Common Stock is filed as Exhibit
No. 4.1 to the registration statement on Form S-8
of the Company September 3, 1998 [SEC Registration
No. 333-62801] and is incorporated herein by reference).......................10

Exhibit 5.1 (Opinion and Consent of
Piper & Marbury L.L.P.) (filed herewith)......................................10

Exhibit 23.1 (Consent of Deloitte & Touche LLP) (filed herewith)..............12

Exhibit 23.2 (Consent of Piper & Marbury L.L.P. is
included in Exhibit 5.1) (filed herewith).....................................10

Exhibit 24.1 (Power of Attorney) (filed herewith).............................13

Exhibit 99.1 (Copy of Registrant's 1999 Restricted
Stock Plan, (filed herewith)..................................................14


                                       9
<PAGE>
                                                                     Exhibit 5.1

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


                                        October 29, 1999

Eaton Vance Corp.
The Eaton Vance Building
255 State Street
Boston, Massachusetts  02109

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

Ladies and Gentlemen:

     We have acted as special Maryland 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")  with  the  Securities  and  Exchange
Commission  (the  "Commission"),  and  which  registers  500,000  shares  of the
Non-Voting  Common Stock of the Company (the "Shares") to be issued  pursuant to
the Company's  1999  Restricted  Stock Plan (the "Plan").  This opinion is being
furnished  to  you  at  your  request  in  connection  with  the  filing  of the
Registration Statement.

     In rendering the opinion expressed  herein,  we have reviewed  originals or
copies,  certified or otherwise  identified to our satisfaction,  of the charter
and  by-laws  of  the  Company,  the  Registration  Statement,   the  Plan,  the
proceedings  of the Board of  Directors  of the Company or a  committee  thereof
relating to the  authorization  and issuance of the Shares,  a  short-form  good
standing  certificate for the Company issued by the Maryland State Department of
Assessments  and  Taxation,  a Certificate  of Corporate  Officer dated the date
hereof (the "Certificate") and such other statutes,  certificates,  instruments,
and  documents  relating  to the  Company  and  matters of law as we have deemed
necessary for the issuance of this opinion.

     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,  the conformity with
originals of all documents  submitted to us as copies (and the  authenticity  of
the originals of such copies),  and the accuracy and  completeness of all public
records  reviewed by us. As to any facts  material to this opinion  which we did
not  independently   establish  or  verify,  we  have  relied  solely  upon  the
Certificate.

     Based upon the foregoing, having regard for such legal considerations as we
deem relevant, and limited in all respects to applicable Maryland law, we are of
the opinion and advise you that that the Shares have been duly  authorized  and,
upon  issuance  and delivery of the Shares in  accordance  with the terms of the
Plan and issuance and delivery of stock  certificates  representing  the Shares,
the Shares will be validly issued, fully paid, and non-assessable.


                                       10
<PAGE>
     In addition to the  qualifications set forth above, this opinion is subject
to  the  qualification  that  we  express  no  opinion  as to  the  laws  of any
jurisdiction  other than the State of  Maryland.  We assume that the issuance of
the Shares will not cause the Company to issue shares of Non-Voting Common Stock
in excess of the number of such shares authorized by the Company's Charter. This
opinion  concerns only the effect of the laws  (exclusive  of the  securities or
"blue sky" laws and the principles of conflict of laws) of the State of Maryland
as currently in effect.  We assume no obligation  to supplement  this opinion if
any  applicable   laws  change  after  the  date  hereof  or  if  any  facts  or
circumstances come to our attention after the date hereof that might change this
opinion.  This opinion is limited to the matters set forth herein,  and no other
opinion should be inferred beyond the matters expressly stated.

     We hereby  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. In giving
our  consent,  we do not  thereby  admit that we are in the  category of persons
whose  consent  is  required  under  Section  7 of  the  Act or  the  rules  and
regulations of the Commission thereunder.

                              Very truly yours,
                              /s/  Piper & Marbury L.L.P.


                                       11
<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  24, 1998 (which
express an unqualified opinion and include an explanatory  paragraph relating to
a change in the method of accounting  for offering  costs incurred in connection
with  the  distribution  of  closed-end   funds  in  1998),   appearing  in  and
incorporated by reference in the Annual Report on Form 10-K of Eaton Vance Corp.
for the year  ended  October  31,  1998,  and to the  reference  to us under the
heading  "Experts"  in the  prospectus,  which  is  part  of  this  Registration
Statement.


/s/  Deloitte & Touche LLP

Boston, Massachusetts
October 29, 1999


                                       12
<PAGE>
                                                                    Exhibit 24.1


                                POWER OF ATTORNEY


     The  undersigned,  a Director of Eaton Vance Corp., a Maryland  corporation
(the "Company"),  does hereby appoint any one of James B. Hawkes, Alan R. Dynner
and William M. Steul to be the undersigned's  agent and  attorney-in-fact,  each
with the power to act fully hereunder  without the others and with full power of
substitution to act in the name and on behalf of the undersigned:

     To sign or to  transmit  electronically  in the name and on  behalf  of the
     undersigned, as a Director of the Company, and file with the Securities and
     Exchange Commission on behalf of the Company, an Annual Report on Form 10-K
     for the fiscal year ending  October 31, 1999, any  registration  statements
     for the registration of the Company's  Non-Voting  Common Stock and related
     interests  to  be  issued  pursuant  to  the  Company's  employee  benefit,
     compensation  and  stock  plans,   any  registration   statements  for  the
     registration  of the  Company's  Non-Voting  Common Stock for resale by the
     holders  thereof who acquired or will  acquire  such Stock  pursuant to the
     Company's employee benefit, compensation or stock plans, and any amendments
     or  supplements  to such Annual  Report on Form 10-K and such  registration
     statements; and

     To execute and deliver,  either  through a paper filing or  electronically,
     any  agreements,  instruments,  certificates  or other documents which said
     agent  and   attorney-in-fact   shall  deem  necessary  or  appropriate  in
     connection with the filing of such Annual Report on Form 10-K, registration
     statements  and  prospectuses  and  amendments or  supplements  thereto and
     generally  to act for and in the name of the  undersigned  with  respect to
     such filings as fully as could the undersigned if then  personally  present
     and acting.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
effective the 14th day of July, 1999.


/s/ John G.L. Cabot                            /s/ Benjamin A. Rowland, Jr.
-------------------------------                ---------------------------------
John G.L. Cabot                                Benjamin A. Rowland, Jr.


/s/ John M. Nelson                             /s/ Vincent M. O'Reilly
-------------------------------                ---------------------------------
John M. Nelson                                 Vincent M. O'Reilly


                         /s/ Ralph Z. Sorenson
                         ----------------------------
                         Ralph Z. Sorenson


                                       13
<PAGE>
                                                                    Exhibit 99.1


                                EATON VANCE CORP.
                           1999 RESTRICTED STOCK PLAN

1. Definitions. As used in this Eaton Vance Corp. 1999 Restricted Stock Plan the
following terms shall have the following meaning:

     Affiliate means any corporation,  partnership,  limited liability  company,
business  trust or  other  entity  controlling,  controlled  by or under  common
control with the Company.

     Award means any grant or sale pursuant to the Plan of Restricted Stock.

     Award Agreement means an agreement between the Company and the recipient of
an Award, setting forth the terms and conditions of the Award.

     Board means the Company's Board of Directors.

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

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

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

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

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

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

     Participant means any recipient of an Award.

     Plan means this 1999  Restricted  Stock Plan,  as amended or restated  from
time to time.

     Qualified  Performance-Based Award means an Award which the Committee shall
have designated at grant as intended to provide "performance-based compensation"
within the meaning of Code Section 162(m) or which,  although not so designated,
the Committee believes provides  "performance-based  compensation" as so defined
and was granted to a person who is or the  Committee  determines  is  reasonably
likely to become a "covered employee" within the meaning of Code Section 162(m).


                                       14
<PAGE>
     Qualified  Member means a member of the  Committee  who is a  "non-employee
director"  within the  meaning of Rule  16b-3(b)(3)  and an  "outside  director"
within the  meaning of Treasury  Regulation  1.162-27(e)(3)  under Code  Section
162(m).

     Restricted Stock means a grant or sale of Shares to a Participant  pursuant
to this Plan which Shares are subject to a Risk of Forfeiture.

     Restriction  Period means the period of time during which any grant or sale
of  Restricted  Stock,  or  portion  thereof,  remains  subject  to  a  Risk  of
Forfeiture, as described in Section 8(d) and the applicable Award Agreement.

     Risk of Forfeiture  means a limitation on the right of the  Participant  to
retain an Award of Shares,  including  a right in the Company to  reacquire  the
Shares at less than their then Market Value,  arising  because of the occurrence
or non-occurrence of specified events or conditions.

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

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

2.  Purpose.  The purpose of the Plan is to advance the interests of the Company
by  strengthening  the  ability of the Company  and its  Affiliates  to attract,
retain and motivate  key  employees by  providing  them with an  opportunity  to
purchase Shares and thus participate in the ownership of the Company,  including
the opportunity to share in any appreciation in the value of such Shares.  It is
intended that the Plan will  strengthen  the mutuality of interest  between such
persons and the stockholders of the Company.

3.  Effective  Date.  The Plan is effective on October 13, 1999, the date it was
adopted  by the  Board,  but  subject  to its  eventual  approval  by the voting
stockholders  of the Company.  Awards  granted  prior to receipt of  stockholder
approval are expressly conditioned upon voting stockholder  approval,  and shall
be void ab initio in the event such approval is not obtained  within twelve (12)
months of October 13, 1999.

4. Stock Subject to the Plan; Adjustments.

     (a) Shares  Reserved.  Subject to adjustment as hereinafter  provided,  the
total number of Shares reserved for issuance in connection with Awards under the
Plan shall be 500,000.  No Award may be granted if the number of Shares to which
such Award relates,  when added to the number of Shares  previously issued under
the Plan,  exceeds the number of Shares reserved under this Section 4(a). Shares
issued  under  the Plan  shall  be  counted  against  this  limit in the  manner
specified in Section 4(b).

     (b)  Manner of  Counting  Shares.  If any  Shares  subject  to an Award are
forfeited,  canceled, exchanged, or surrendered or such Award is settled in cash
or  otherwise  terminates  without  the  Participant's  retention  of the Shares
covered by the Award,  including (i) the number of Shares withheld in payment of
any tax  obligation  relating  to the grant of such Award and (ii) the number of
Shares equal to the number surrendered in payment of any tax obligation relating
to the lapse of the Restriction  Period  applicable to an Award,  such number of


                                       15
<PAGE>
Shares will again be available for Awards under the Plan. The Committee may make
determinations  and adopt regulations for the counting of Shares relating to any
Award to ensure  appropriate  counting,  avoid double counting (in the case of a
substitute  Award),  and provide for adjustments in any case in which the number
of Shares  actually  distributed  differs  from the number of Shares  previously
counted in connection with such Award.

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

     (d)  Adjustments.  In the event that the Committee shall determine that any
dividend or other  distribution  (whether in the form of cash,  Shares, or other
property) which is unusual and  non-recurring,  or any  recapitalization,  stock
split,  reverse  split,   reorganization,   merger,   consolidation,   spin-off,
combination,   repurchase  or  share  exchange,   or  other  similar   corporate
transaction  or event  affects the Shares,  then the  Committee  shall make such
equitable  changes or adjustments as it deems appropriate and, in such manner as
it may deem  equitable,  adjust  (i) any or all of the number and kind of Shares
which may thereafter be issued in connection with Awards and (ii) where the Risk
of Forfeiture applicable to any then outstanding  Restricted Stock is a right to
repurchase such Restricted  Stock, the price at which the Company may repurchase
such  Restricted  Stock.  In  addition,  the  Committee  is  authorized  to make
adjustments  in the terms and  conditions  of, and any criteria and  performance
objectives  or  goals   included  in,  Awards  in   recognition  of  unusual  or
non-recurring  events (including events described in the preceding sentence,  as
well as  acquisitions  and  dispositions of assets or all or part of businesses)
affecting  the Company or any  Affiliate or any business  unit, or the financial
statements thereof,  or in response to changes in applicable laws,  regulations,
accounting principles,  tax rates and regulations,  or business conditions or in
view of the Committee's  assessment of the business strategy of the Company,  an
Affiliate,  or business unit thereof,  performance of comparable  organizations,
economic and business conditions, personal performance of a Participant, and any
other circumstances deemed relevant;  provided that, unless otherwise determined
by the  Committee,  no such  adjustment  shall be made in respect of a Qualified
Performance-Based  Award if and to the extent that such  adjustment  would cause
such Qualified  Performance-Based Award to provide other than "performance-based
compensation" within the meaning of Code Section 162(m).

5. Administration.

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

     (i) to  select  key  employees  of  the  Company  or any of its  Affiliates
(including directors who are such employees) to whom Awards may be granted;

     (ii) to determine the number of Shares of Restricted Stock to be granted to
key  employees,  the terms and  conditions of any Award granted  (including  the
Restriction  Period  and the  conditions  relating  to  transferability  and the
applicable Risk of Forfeiture,  and waivers or accelerations  thereof,  based in
each case on such  considerations  as the Committee  shall  determine),  and all
other matters to be  determined  in  connection  with any Award granted to a key
employee;


                                       16
<PAGE>
     (iii) to determine the form, terms and conditions of each Award Agreement;

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

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

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

Other provisions of the Plan notwithstanding, the Board may perform any function
of the  Committee  under the Plan,  including  for the purpose of ensuring  that
transactions  under the Plan by Participants  who are then subject to Section 16
of the Exchange  Act in respect of the Company are exempt  under Rule 16b-3.  In
any case in which the Board is performing a function of the Committee  under the
Plan,  each  reference to the  Committee  herein shall be deemed to refer to the
Board, except where the context otherwise requires.

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

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


                                       17
<PAGE>
members of the  Committee  and any officer or employee of the Company  acting on
their behalf shall,  to the extent  permitted by law, be fully  indemnified  and
protected  by the Company with  respect to any such  action,  determination,  or
interpretation.

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

7.  Authorization  and  Eligibility.  Pursuant  and subject to the terms of this
Plan,  the  Committee  may grant  from time to time and at any time prior to the
termination of the Plan one or more Awards to any employee of one or more of the
Company and its Affiliates (including any director who is such an employee).  No
employee  shall have any claim to be granted an Award  under the Plan,  however,
and there is no obligation for uniformity of treatment of employees. Further, no
employee shall be granted Awards  covering more than 100,000 Shares  (subject to
adjustment as provided in Section 4(d)) in any fiscal year of the Company.

8. Terms and Conditions Applicable to All Awards.

     (a) Purchase  Price.  Shares of Restricted  Stock shall be issued under the
Plan  for such  consideration,  in  cash,  other  property  or  services,  as is
determined by the Committee.

     (b)  Issuance  of  Certificates.  Each  Participant  receiving  an Award of
Restricted  Stock,  subject to  subsection  (c)  below,  shall be issued a stock
certificate  in respect of such shares of  Restricted  Stock.  Such  certificate
shall be registered in the name of such Participant,  and, if applicable,  shall
bear an appropriate legend referring to the terms, conditions,  and restrictions
applicable to such Award substantially in the following form:

     The  transferability of this certificate and the shares represented by this
     certificate  are subject to the terms and  conditions  (including,  without
     limitation, the right of Eaton Vance Corp. to repurchase the shares) of the
     Eaton Vance Corp. 1999 Restricted Stock Plan and an Award Agreement entered
     into by the registered owner and Eaton Vance Corp.  Copies of such Plan and
     Agreement are on file in the offices of Eaton Vance Corp.

     (c) Escrow of Shares. The Committee may require that the stock certificates
evidencing  shares of Restricted Stock be held in custody by a designated escrow
agent (which may but need not be the  Company)  until the  restrictions  thereon
shall have lapsed, and that the Participant  deliver a stock power,  endorsed in
blank, relating to the Shares covered by such Award.

     (d)  Restrictions  and  Restriction  Period.  During  the period or periods
established  by the Committee and set forth in the Award  Agreement,  i.e.,  the
Restriction  Period,  each  Award  of  Restricted  Stock  shall  be  subject  to
limitations on transferability and a Risk of Forfeiture (which may take the form
of a  right  of  the  Company  to  repurchase  the  Restricted  Stock  for  such
consideration,  if any, as the Committee shall have determined at grant) arising
on the basis of such conditions related to the continuation of employment or the
attainment of performance goals or otherwise as the Committee may determine. Any
such Risk of Forfeiture may be waived, or the Restriction  Period shortened,  at
any time by the Committee on such basis as it deems appropriate.


                                       18
<PAGE>
     (e)  Rights  Pending  Lapse  of Risk of  Forfeiture.  Except  as  otherwise
provided  in the  Plan,  at all times  prior to lapse of the Risk of  Forfeiture
applicable to, or forfeiture or repurchase of, an Award of Restricted Stock, the
Participant  shall have all of the rights of a stockholder  of the Company as to
such Shares,  including the right to receive any dividends  paid with respect to
the Shares. The Committee,  as determined at the time of an Award, may permit or
require the payment of cash  dividends to be deferred  and, if the  Committee so
determines,  reinvested in additional  Restricted Stock to the extent Shares are
available under Section 4.

     (f) Effect of Termination of Employment or  Association.  Unless  otherwise
determined  by the  Committee  at or after grant and  subject to the  applicable
provisions  of  the  Award  Agreement,   upon  termination  of  a  Participant's
employment  or other  association  with the Company and its  Affiliates  for any
reason  during the  Restriction  Period,  all shares of  Restricted  Stock still
subject to Risk of  Forfeiture  shall be  forfeited  or  subject to  repurchase;
provided, however, that military or sick leave shall not be deemed a termination
of employment or other  association,  if it does not exceed the longer of ninety
(90) days or the  period  during  which the  absent  Participant's  reemployment
rights, if any, are guaranteed by statute or by contract.

     (g)  Lapse of  Restrictions.  Subject  to  Section  11 below  (relating  to
satisfaction  of  withholding  obligations),  if and when the Risk of Forfeiture
expires without a prior forfeiture of the Restricted Stock, the certificates for
such shares shall be delivered to the Participant promptly if not theretofore so
delivered.

     (h) Non-Transferability.  No Award shall be transferable by the Participant
otherwise than by will or the laws of descent and distribution.

     (i) Buyouts. The Committee or its delegate may at any time offer to buy out
any outstanding  Award for a payment in cash,  Shares or other property based on
such terms and conditions as the Committee shall determine.

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

10. Additional Requirements of Qualified  Performance-Based  Awards. In addition
to or in lieu of a Risk of  Forfeiture  based on the  provisions of Section 8(d)
above,  the  retention  of  any  Qualified   Performance-Based  Award  shall  be
contingent upon achievement of a  pre-established  performance goal or goals and
other terms set forth in this Section 10.

     (a) Performance Goals Generally. The performance goals for such Award shall
include one or more business  criteria and may (but need not) include a targeted
level or levels of performance with respect to each such criterion, as specified
by the  Committee  consistent  with this  Section  10,  which  level may also be


                                       19
<PAGE>
expressed  in  terms of a  specified  increase  or  decrease  in the  particular
criteria  compared to a past period.  Performance  goals shall be objective  and
shall  otherwise meet the  requirements  of Code Section  162(m),  including the
requirement that the outcome of performance goals be  "substantially  uncertain"
at the time  established.  The Committee may determine  that such Award shall be
granted upon  achievement of any one performance goal or that two or more of the
performance  goals must be  attained  as a  condition  to vesting or delivery of
Shares or  retention  or  non-forfeiture  of such Award.  Performance  goals may
differ for  separate  Awards  granted  to any one  Participant  or to  different
Participants, and may be different for performance periods.

     (b) Business  Criteria.  One or more of the following business criteria for
the  Company,  on a  consolidated  basis,  and/or  for  specified  subsidiaries,
Affiliates,  business  units,  funds or  ventures of the  Company  (except  with
respect to the total stockholder return and earnings per share criteria),  shall
be used by the Committee in establishing  performance  goals for such Award: (1)
earnings  per  share;  (2)  revenues;  (3) cash  flow;  (4) cash flow  return on
investment;  (5) return on assets,  return on investment,  return on capital, or
return  on  equity;  (6)  identification   and/or   consummation  of  investment
opportunities  or completion of specified  projects in accordance with corporate
business plans;  (7) operating  margin;  (8) net income,  net operating  income,
pretax   earnings,   pretax  earnings  before  interest  and   depreciation  and
amortization,  pretax  operating  earnings  after  interest  expense  and before
incentives and service fees and  extraordinary  or special  items,  or operating
earnings;  (9) total  stockholder  return;  (10)  commissions paid or payable to
certain marketing  personnel which are subjected to the Participant's  customary
override commissions; (11) any of the above goals as compared to the performance
of a published or special index deemed  applicable  by the Committee  including,
but not  limited to, the  Standard & Poor's 500 Stock Index or other  indexes or
groups of comparable companies referenced in the Company's annual report on Form
10-K in respect to Item 401(l) of Regulation  S-K; (12) new exchange fund assets
acquired  during a performance  period;  (13) the value of all financial  assets
resulting from an extraordinary  acquisition of assets; and (14) the performance
of one or more of the Eaton  Vance funds as compared to a peer group or index or
other benchmark  deemed  applicable by the Committee.  The specific  performance
goal or goals  established  by the  Committee  with respect to such Award or the
terms of the Award Agreement shall be subject to adjustment by the Committee for
any change in law,  regulations  and  interpretations  occurring after the grant
date of the  Award  so as to  enable  all  compensation  to a  Covered  Employee
attributable to the Award to constitute "performance-based  compensation" within
the meaning of Code Section 162(m).

     (c) Timing For Establishing  Performance Goals.  Achievement of performance
goals in respect of such Award shall be measured over the applicable performance
period.  Performance goals shall be established not later than 90 days after the
beginning of any performance  period  applicable to such Award, or at such other
date as may be required or permitted for "performance-based  compensation" under
Code Section 162(m).

     (d) Special Definitions. For purposes of this Section: "performance period"
means the period over which an applicable performance goal or goals must be met;
"extraordinary  acquisition  of assets" means an unusual or  nonrecurring  event
affecting the Company or any Affiliate,  or any business division or unit or the
financial statements of the Company or any Affiliate,  involving the acquisition
of new financial assets to be managed or administered for advisory or other fees
by any Affiliate or any business  division or unit,  such as the  acquisition of
investment  companies or partnerships  (or their assets)  previously  managed by
other persons,  the acquisition of other investment advisory or management firms
(or their assets) or the formation of joint  ventures,  partnerships  or similar


                                       20
<PAGE>
entities  with  other  firms,  provided  that such fees shall be based upon such
assets  and  payable  to  the  Affiliate  or  business  division  or  unit  upon
consummation of the transaction  (but the formation of new investment  companies
or  partnerships  by the  Company or any  Affiliate  or the  acquisition  of new
private  accounts to be managed by the Company or any  Affiliate in the ordinary
course of its business  shall not  constitute an  extraordinary  acquisition  of
assets);  and "new exchange fund assets"  means all  financial  assets  acquired
during a performance  period  resulting  from the private  offering of shares or
units of one or more  exchange  funds  offered and managed by any  Affiliate  or
Affiliates  of the  Company,  including  all  qualifying  assets  acquired by an
exchange fund during a  performance  period to ensure the  nontaxability  of the
exchange  of  contributed  securities  for shares or units of the fund (with all
financial assets acquired by an exchange fund during a performance period valued
as at the close of business on the exchange  date,  using the  valuation of such
assets employed by the fund at such date).

11.  Withholding Taxes,  Delivery of Shares.  Each Award, and the Company's (and
any escrow  holder's)  obligation to deliver  Shares at any time at or after the
grant of an Award,  shall be subject to the  Participant's  satisfaction  of all
applicable  federal,  state and local  income  and  employment  tax  withholding
obligations  which  may at grant or  thereafter  from  time to time  arise.  The
Participant  may satisfy the  obligations by electing (a) to make a cash payment
to the Company, or (b) if authorized by the Committee in the Award Agreement, to
have the  Company  withhold  Shares  with a value  equal to the  minimum  amount
required to be  withheld,  or (c) if  authorized  by the  Committee in the Award
Agreement,  to deliver to the Company  Shares  owned by the  Participant  for at
least six (6) months  with a value equal to the  minimum  amount  required to be
withheld.  The value of Shares to be withheld or delivered shall be based on the
Market  Value on the date the amount of tax to be withheld is to be  determined.
The  Participant's  election to have Shares  withheld  for this  purpose will be
subject to the  following  restrictions:  (1) the election must be made prior to
the date the amount of  withholding  tax is to be  determined,  (2) the election
must be irrevocable,  and (3) the election will be subject to the disapproval of
the Committee.

12.  Termination  or Amendment of Plan.  The Board may at any time terminate the
Plan or make such  changes  in or  additions  to the Plan as it deems  advisable
without further action on the part of the shareholders of the Company,  provided
that no such  termination or amendment shall adversely affect or impair any then
outstanding Award without the consent of the Participant holding that Award.

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

     This Award shall be fully and  immediately  vested,  and the Shares covered
     hereby  no  longer  subject  to any  restriction  or  forfeiture,  upon the
     occurrence of a Change of Control of the Company;  provided,  however, that
     if this Award is a  Qualified  Performance-Based  Award,  there shall be no
     such full vesting unless and until the earlier of (A) the attainment of the
     performance  goal or goals set forth in the Award Agreement or (B) when the
     Participant  is no longer a "covered  employee"  within the meaning of Code
     Section 162(m). A "Change of Control" shall mean:


                                       21
<PAGE>
     (a) The acquisition, other than from the Company, by any individual, entity
or group  (within  the meaning of Section  13(d)(3) or 14(d)(2) of the  Exchange
Act) (a  "Person")  of  beneficial  ownership  (within the meaning of Rule 13d-3
promulgated  under  the  Exchange  Act) of 25% or more of  either  (i) the  then
outstanding  non-voting common stock of the Company (the "Non-Voting  Stock") or
(ii) the combined voting power of the then outstanding  voting securities of the
Company  entitled to vote  generally in the election of directors  (the "Company
Voting Securities"); provided, that any acquisition by (x) the Company or any of
its  subsidiaries,  or any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its  subsidiaries  or (y) any Person that is
eligible,  pursuant to Rule 13d-1(b) under the Exchange Act, to file a statement
on Schedule  13G with  respect to its  beneficial  ownership  of Company  Voting
Securities,  whether or not such Person shall have filed a statement on Schedule
13G,  unless such  Person  shall have filed a  statement  on  Schedule  13D with
respect to beneficial ownership of 25% or more of the Company Voting Securities,
shall not  constitute  a Change of  Control;  and  provided,  further,  that the
provisions of this  subsection (a) shall apply whether or not the Company Voting
Securities  or the  Non-Voting  Stock is registered or required to be registered
under the Exchange Act; or

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

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

     (d)  Approval  by  the  shareholders  of  the  Company  of  (i) a  complete
liquidation or dissolution of the Company,  or (ii) a sale or other  disposition
of all or  substantially  all of the assets of the  Company,  or (iii) a sale or
disposition of Eaton Vance  Management  (or any successor  thereto) or of all or
substantially  all of the assets of Eaton  Vance  Management  (or any  successor
thereto),  or (iv) an  assignment by any direct or indirect  investment  adviser
subsidiary of the Company of investment advisory  agreements  pertaining to more
than 50% of the aggregate  assets under  management of all such  subsidiaries of
the Company,  in the case of (ii),  (iii) or (iv) other than to a corporation or
other  entity  with  respect to which,  following  such sale or  disposition  or
assignment, more than 60% of, respectively, the outstanding non-voting stock and
the combined voting power of the then outstanding voting securities  entitled to


                                       22
<PAGE>
vote generally in the election of directors is then owned beneficially, directly
or indirectly,  by all or substantially  all of the individuals and entities who
were the beneficial owners of the Non-Voting Stock and Company Voting Securities
immediately  prior to such sale,  disposition or assignment in substantially the
same  proportion as their  ownership of the Non-Voting  Stock and Company Voting
Securities,  as the case may be, immediately prior to such sale,  disposition or
assignment.

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

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

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

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

14. General Provisions.

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


                                       23
<PAGE>
     (b) Compliance with Code Section 162(m) and Rule 16b-3. If any provision of
the Plan or any Award Agreement relating to a Qualified  Performance-Based Award
or to a person  subject to Section 16 of the  Exchange Act does not comply or is
inconsistent  with the  requirements of Code Section 162(m) or Rule l6b-3,  such
provision  shall be  construed or deemed to be amended or to be null and void to
the extent  necessary to conform to such  requirements.  The foregoing shall not
apply in the event of any noncompliance or inconsistency  between a provision of
an Award  Agreement  relating  to a  Qualified  Performance-Based  Award and the
requirements  of  Code  Section  162(m)  if the  Award  Agreement  expressly  so
provides.

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

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

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


                                       24
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR EVC 1999 RESTRICTED STOCK PLAN", "secsgml_size_bytes": 66247}]
{"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": "333-89921", "film-number": "99737194"}, "business-address": {"street1": "THE EATON VANCE BUILDING", "street2": "255 STATE STREET", "city": "BOSTON", "state": "MA", "zip": "02109", "phone": "6174828260"}, "mail-address": {"street1": "THE EATON VANCE BUILDING", "street2": "255 STATE STREET", "city": "BOSTON", "state": "MA", "zip": "02109"}}
As filed with the Securities and Exchange Commission on October 29, 1999

                                             Registration No. __________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

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

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

                           1999 RESTRICTED STOCK PLAN
                           --------------------------
                            (Full title of the Plan)

                              Alan R. Dynner, Esq.
                                Eaton Vance Corp.
                   The Eaton Vance Building, 255 State Street
                                Boston, MA 02109
                                ----------------
                     (Name and address of agent for service)

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

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

                                                        Proposed               Proposed
        Title of                                        maximum                 maximum
       Securities                                       offering               aggregate
          to be                Amount to be            price per               offering               Amount of
       registered             registered (1)           share (2)               price (3)        registration fee (3)
       ----------             --------------           ---------               ---------        --------------------
Non-Voting Common Stock          500,000               $32.78125              $16,390,625             $4,556.59
$.015625 par value                shares
(1)  Plus such  additional  number of shares as may be issuable  pursuant to the
     Plan in the  event  of a stock  dividend,  stock  split,  recapitalization,
     reorganization, merger or other similar corporate transaction or event.

(2)  The proposed maximum aggregate  offering price has been estimated  pursuant
     to Rule 457(c) under the  Securities  Act of 1933 solely for the purpose of
     calculating the  registration  fee. It is not known how many shares will be
     purchased  under the Plan or at what price such shares  will be  purchased.
     The  estimate of the proposed  maximum  aggregate  offering  price has been
     calculated  based on the offering of 500,000  shares,  being the  aggregate
     number of shares of Non-Voting  Common Stock  available for issuance  under
     the Plan, at a purchase price of $32.78125 per share,  which is the average
     of the high and low  prices of the  Company's  Non-Voting  Common  Stock as
     reported on the New York Stock Exchange on October 27, 1999.

                               Page 1 of 24 pages.
                           Exhibit Index is on page 9.
EXPLANATORY NOTE

     This  Registration  Statement  has been  prepared  in  accordance  with the
requirements  of  General  Instruction  D to  Form  S-8.  The  purpose  of  this
Registration Statement is to register 500,000 shares of Non-Voting Common Stock,
$.015625 par value per share (the "Stock"),  of Eaton Vance Corp. (the "Company"
or the "Registrant"), which shares have been reserved for issuance upon the sale
of restricted Stock to key employees of the Company and its affiliates  pursuant
to the Company's 1999 Restricted Stock Plan.

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

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

     (a)  the Company's Annual Report to security holders which contains audited
          financial statements for its fiscal year ended October 31, 1998;

     (b)  the  Company's  Annual  Report on Form 10-K for the year ended October
          31, 1998 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,  1999,  April 30,  1999 and July 31,  1999,  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, 1998
          and prior to the termination of the offering of securities  covered by
          this Registration Statement.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 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.

     Not applicable.

                                       3
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.

     The Maryland General  Corporation law provides that a Maryland  corporation
may indemnify a director unless it is established  that: (i) the act or omission
of the director was material to the matter giving rise to the proceeding and was
committed in bad faith or was the result of active and deliberate dishonesty; or
(ii) the  director  actually  received  an improper  personal  benefit in money,
property  or  services;  or (iii) in the case of any  criminal  proceeding,  the
director had reasonable cause to believe that the act or omission was unlawful.

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

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

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     There  are  filed  with the  Registration  Statement  (or  incorporated  by
reference pursuant to Rule 411) the following exhibits:

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

     5.1  Opinion of Piper & Marbury L.L.P.,  as to legality of the shares being
          registered (see Page 10).

                                       4
23.1 Consent of Deloitte & Touche LLP (See Page 12).

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

     24.1 Power of Attorney (See Page 13).

     99.1 Copy of Registrant's 1999 Restricted Stock Plan (see Page 14).

Item 9. Undertakings.

     1.   The Company hereby undertakes:

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

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

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

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

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

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

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

     2. The Company hereby  undertakes  that,  for purposes of  determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to Section  13(a) or Section  15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of  the  Exchange  Act) that  is incorporated by reference in the

                                       5
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.

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

                                       6
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Boston,  Commonwealth of Massachusetts,  on this 29th
day of October, 1999.

                              EATON VANCE CORP.

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

                                       7
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

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

/s/ James B. Hawkes                President, Chief
--------------------------         Executive Officer            October 29, 1999
James B. Hawkes                    and Director
                                   (Principal Executive
                                   Officer)

John G.L. Cabot*                   Director                     October 29, 1999
--------------------------
John G. L. Cabot

John M. Nelson*                    Director                     October 29, 1999
--------------------------
John M. Nelson

Vincent M. O'Reilly*               Director                     October 29, 1999
--------------------------
Vincent M. O'Reilly

Benjamin A. Rowland, Jr.*          Director                     October 29, 1999
--------------------------
Benjamin A. Rowland, Jr.

Ralph Z. Sorenson*                 Director                     October 29, 1999
--------------------------
Ralph Z. Sorenson

/s/ William M. Steul               Treasurer (Principal         October 29, 1999
--------------------------         Financial Officer)
William M. Steul

/s/ Laurie G. Russell              Vice President               October 29, 1999
--------------------------         (Principal Accounting
Laurie G. Russell                  Officer)

* Signed on behalf of the Director by William M. Steul as  attorney-in-fact
pursuant to the Power of attorney filed with the Registration Statement.

                                       8
EXHIBIT INDEX

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

Exhibit 4.1 (Specimen certificate representing
the Non-Voting Common Stock is filed as Exhibit
No. 4.1 to the registration statement on Form S-8
of the Company September 3, 1998 [SEC Registration
No. 333-62801] and is incorporated herein by reference).......................10

Exhibit 5.1 (Opinion and Consent of
Piper & Marbury L.L.P.) (filed herewith)......................................10

Exhibit 23.1 (Consent of Deloitte & Touche LLP) (filed herewith)..............12

Exhibit 23.2 (Consent of Piper & Marbury L.L.P. is
included in Exhibit 5.1) (filed herewith).....................................10

Exhibit 24.1 (Power of Attorney) (filed herewith).............................13

Exhibit 99.1 (Copy of Registrant's 1999 Restricted
Stock Plan, (filed herewith)..................................................14

                                       9
Exhibit 5.1

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

                                        October 29, 1999

Eaton Vance Corp.
The Eaton Vance Building
255 State Street
Boston, Massachusetts  02109

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

Ladies and Gentlemen:

     We have acted as special Maryland 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")  with  the  Securities  and  Exchange
Commission  (the  "Commission"),  and  which  registers  500,000  shares  of the
Non-Voting  Common Stock of the Company (the "Shares") to be issued  pursuant to
the Company's  1999  Restricted  Stock Plan (the "Plan").  This opinion is being
furnished  to  you  at  your  request  in  connection  with  the  filing  of the
Registration Statement.

     In rendering the opinion expressed  herein,  we have reviewed  originals or
copies,  certified or otherwise  identified to our satisfaction,  of the charter
and  by-laws  of  the  Company,  the  Registration  Statement,   the  Plan,  the
proceedings  of the Board of  Directors  of the Company or a  committee  thereof
relating to the  authorization  and issuance of the Shares,  a  short-form  good
standing  certificate for the Company issued by the Maryland State Department of
Assessments  and  Taxation,  a Certificate  of Corporate  Officer dated the date
hereof (the "Certificate") and such other statutes,  certificates,  instruments,
and  documents  relating  to the  Company  and  matters of law as we have deemed
necessary for the issuance of this opinion.

     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,  the conformity with
originals of all documents  submitted to us as copies (and the  authenticity  of
the originals of such copies),  and the accuracy and  completeness of all public
records  reviewed by us. As to any facts  material to this opinion  which we did
not  independently   establish  or  verify,  we  have  relied  solely  upon  the
Certificate.

     Based upon the foregoing, having regard for such legal considerations as we
deem relevant, and limited in all respects to applicable Maryland law, we are of
the opinion and advise you that that the Shares have been duly  authorized  and,
upon  issuance  and delivery of the Shares in  accordance  with the terms of the
Plan and issuance and delivery of stock  certificates  representing  the Shares,
the Shares will be validly issued, fully paid, and non-assessable.

                                       10
In addition to the  qualifications set forth above, this opinion is subject
to  the  qualification  that  we  express  no  opinion  as to  the  laws  of any
jurisdiction  other than the State of  Maryland.  We assume that the issuance of
the Shares will not cause the Company to issue shares of Non-Voting Common Stock
in excess of the number of such shares authorized by the Company's Charter. This
opinion  concerns only the effect of the laws  (exclusive  of the  securities or
"blue sky" laws and the principles of conflict of laws) of the State of Maryland
as currently in effect.  We assume no obligation  to supplement  this opinion if
any  applicable   laws  change  after  the  date  hereof  or  if  any  facts  or
circumstances come to our attention after the date hereof that might change this
opinion.  This opinion is limited to the matters set forth herein,  and no other
opinion should be inferred beyond the matters expressly stated.

     We hereby  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. In giving
our  consent,  we do not  thereby  admit that we are in the  category of persons
whose  consent  is  required  under  Section  7 of  the  Act or  the  rules  and
regulations of the Commission thereunder.

                              Very truly yours,
                              /s/  Piper & Marbury L.L.P.

                                       11
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  24, 1998 (which
express an unqualified opinion and include an explanatory  paragraph relating to
a change in the method of accounting  for offering  costs incurred in connection
with  the  distribution  of  closed-end   funds  in  1998),   appearing  in  and
incorporated by reference in the Annual Report on Form 10-K of Eaton Vance Corp.
for the year  ended  October  31,  1998,  and to the  reference  to us under the
heading  "Experts"  in the  prospectus,  which  is  part  of  this  Registration
Statement.

/s/  Deloitte & Touche LLP

Boston, Massachusetts
October 29, 1999

                                       12
Exhibit 24.1

                                POWER OF ATTORNEY

     The  undersigned,  a Director of Eaton Vance Corp., a Maryland  corporation
(the "Company"),  does hereby appoint any one of James B. Hawkes, Alan R. Dynner
and William M. Steul to be the undersigned's  agent and  attorney-in-fact,  each
with the power to act fully hereunder  without the others and with full power of
substitution to act in the name and on behalf of the undersigned:

     To sign or to  transmit  electronically  in the name and on  behalf  of the
     undersigned, as a Director of the Company, and file with the Securities and
     Exchange Commission on behalf of the Company, an Annual Report on Form 10-K
     for the fiscal year ending  October 31, 1999, any  registration  statements
     for the registration of the Company's  Non-Voting  Common Stock and related
     interests  to  be  issued  pursuant  to  the  Company's  employee  benefit,
     compensation  and  stock  plans,   any  registration   statements  for  the
     registration  of the  Company's  Non-Voting  Common Stock for resale by the
     holders  thereof who acquired or will  acquire  such Stock  pursuant to the
     Company's employee benefit, compensation or stock plans, and any amendments
     or  supplements  to such Annual  Report on Form 10-K and such  registration
     statements; and

     To execute and deliver,  either  through a paper filing or  electronically,
     any  agreements,  instruments,  certificates  or other documents which said
     agent  and   attorney-in-fact   shall  deem  necessary  or  appropriate  in
     connection with the filing of such Annual Report on Form 10-K, registration
     statements  and  prospectuses  and  amendments or  supplements  thereto and
     generally  to act for and in the name of the  undersigned  with  respect to
     such filings as fully as could the undersigned if then  personally  present
     and acting.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
effective the 14th day of July, 1999.

/s/ John G.L. Cabot                            /s/ Benjamin A. Rowland, Jr.
-------------------------------                ---------------------------------
John G.L. Cabot                                Benjamin A. Rowland, Jr.

/s/ John M. Nelson                             /s/ Vincent M. O'Reilly
-------------------------------                ---------------------------------
John M. Nelson                                 Vincent M. O'Reilly

                         /s/ Ralph Z. Sorenson
                         ----------------------------
                         Ralph Z. Sorenson

                                       13
Exhibit 99.1

                                EATON VANCE CORP.
                           1999 RESTRICTED STOCK PLAN

1. Definitions. As used in this Eaton Vance Corp. 1999 Restricted Stock Plan the
following terms shall have the following meaning:

     Affiliate means any corporation,  partnership,  limited liability  company,
business  trust or  other  entity  controlling,  controlled  by or under  common
control with the Company.

     Award means any grant or sale pursuant to the Plan of Restricted Stock.

     Award Agreement means an agreement between the Company and the recipient of
an Award, setting forth the terms and conditions of the Award.

     Board means the Company's Board of Directors.

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

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

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

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

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

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

     Participant means any recipient of an Award.

     Plan means this 1999  Restricted  Stock Plan,  as amended or restated  from
time to time.

     Qualified  Performance-Based Award means an Award which the Committee shall
have designated at grant as intended to provide "performance-based compensation"
within the meaning of Code Section 162(m) or which,  although not so designated,
the Committee believes provides  "performance-based  compensation" as so defined
and was granted to a person who is or the  Committee  determines  is  reasonably
likely to become a "covered employee" within the meaning of Code Section 162(m).

                                       14
Qualified  Member means a member of the  Committee  who is a  "non-employee
director"  within the  meaning of Rule  16b-3(b)(3)  and an  "outside  director"
within the  meaning of Treasury  Regulation  1.162-27(e)(3)  under Code  Section
162(m).

     Restricted Stock means a grant or sale of Shares to a Participant  pursuant
to this Plan which Shares are subject to a Risk of Forfeiture.

     Restriction  Period means the period of time during which any grant or sale
of  Restricted  Stock,  or  portion  thereof,  remains  subject  to  a  Risk  of
Forfeiture, as described in Section 8(d) and the applicable Award Agreement.

     Risk of Forfeiture  means a limitation on the right of the  Participant  to
retain an Award of Shares,  including  a right in the Company to  reacquire  the
Shares at less than their then Market Value,  arising  because of the occurrence
or non-occurrence of specified events or conditions.

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

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

2.  Purpose.  The purpose of the Plan is to advance the interests of the Company
by  strengthening  the  ability of the Company  and its  Affiliates  to attract,
retain and motivate  key  employees by  providing  them with an  opportunity  to
purchase Shares and thus participate in the ownership of the Company,  including
the opportunity to share in any appreciation in the value of such Shares.  It is
intended that the Plan will  strengthen  the mutuality of interest  between such
persons and the stockholders of the Company.

3.  Effective  Date.  The Plan is effective on October 13, 1999, the date it was
adopted  by the  Board,  but  subject  to its  eventual  approval  by the voting
stockholders  of the Company.  Awards  granted  prior to receipt of  stockholder
approval are expressly conditioned upon voting stockholder  approval,  and shall
be void ab initio in the event such approval is not obtained  within twelve (12)
months of October 13, 1999.

4. Stock Subject to the Plan; Adjustments.

     (a) Shares  Reserved.  Subject to adjustment as hereinafter  provided,  the
total number of Shares reserved for issuance in connection with Awards under the
Plan shall be 500,000.  No Award may be granted if the number of Shares to which
such Award relates,  when added to the number of Shares  previously issued under
the Plan,  exceeds the number of Shares reserved under this Section 4(a). Shares
issued  under  the Plan  shall  be  counted  against  this  limit in the  manner
specified in Section 4(b).

     (b)  Manner of  Counting  Shares.  If any  Shares  subject  to an Award are
forfeited,  canceled, exchanged, or surrendered or such Award is settled in cash
or  otherwise  terminates  without  the  Participant's  retention  of the Shares
covered by the Award,  including (i) the number of Shares withheld in payment of
any tax  obligation  relating  to the grant of such Award and (ii) the number of
Shares equal to the number surrendered in payment of any tax obligation relating
to the lapse of the Restriction  Period  applicable to an Award,  such number of

                                       15
Shares will again be available for Awards under the Plan. The Committee may make
determinations  and adopt regulations for the counting of Shares relating to any
Award to ensure  appropriate  counting,  avoid double counting (in the case of a
substitute  Award),  and provide for adjustments in any case in which the number
of Shares  actually  distributed  differs  from the number of Shares  previously
counted in connection with such Award.

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

     (d)  Adjustments.  In the event that the Committee shall determine that any
dividend or other  distribution  (whether in the form of cash,  Shares, or other
property) which is unusual and  non-recurring,  or any  recapitalization,  stock
split,  reverse  split,   reorganization,   merger,   consolidation,   spin-off,
combination,   repurchase  or  share  exchange,   or  other  similar   corporate
transaction  or event  affects the Shares,  then the  Committee  shall make such
equitable  changes or adjustments as it deems appropriate and, in such manner as
it may deem  equitable,  adjust  (i) any or all of the number and kind of Shares
which may thereafter be issued in connection with Awards and (ii) where the Risk
of Forfeiture applicable to any then outstanding  Restricted Stock is a right to
repurchase such Restricted  Stock, the price at which the Company may repurchase
such  Restricted  Stock.  In  addition,  the  Committee  is  authorized  to make
adjustments  in the terms and  conditions  of, and any criteria and  performance
objectives  or  goals   included  in,  Awards  in   recognition  of  unusual  or
non-recurring  events (including events described in the preceding sentence,  as
well as  acquisitions  and  dispositions of assets or all or part of businesses)
affecting  the Company or any  Affiliate or any business  unit, or the financial
statements thereof,  or in response to changes in applicable laws,  regulations,
accounting principles,  tax rates and regulations,  or business conditions or in
view of the Committee's  assessment of the business strategy of the Company,  an
Affiliate,  or business unit thereof,  performance of comparable  organizations,
economic and business conditions, personal performance of a Participant, and any
other circumstances deemed relevant;  provided that, unless otherwise determined
by the  Committee,  no such  adjustment  shall be made in respect of a Qualified
Performance-Based  Award if and to the extent that such  adjustment  would cause
such Qualified  Performance-Based Award to provide other than "performance-based
compensation" within the meaning of Code Section 162(m).

5. Administration.

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

     (i) to  select  key  employees  of  the  Company  or any of its  Affiliates
(including directors who are such employees) to whom Awards may be granted;

     (ii) to determine the number of Shares of Restricted Stock to be granted to
key  employees,  the terms and  conditions of any Award granted  (including  the
Restriction  Period  and the  conditions  relating  to  transferability  and the
applicable Risk of Forfeiture,  and waivers or accelerations  thereof,  based in
each case on such  considerations  as the Committee  shall  determine),  and all
other matters to be  determined  in  connection  with any Award granted to a key
employee;

                                       16
(iii) to determine the form, terms and conditions of each Award Agreement;

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

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

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

Other provisions of the Plan notwithstanding, the Board may perform any function
of the  Committee  under the Plan,  including  for the purpose of ensuring  that
transactions  under the Plan by Participants  who are then subject to Section 16
of the Exchange  Act in respect of the Company are exempt  under Rule 16b-3.  In
any case in which the Board is performing a function of the Committee  under the
Plan,  each  reference to the  Committee  herein shall be deemed to refer to the
Board, except where the context otherwise requires.

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

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

                                       17
members of the  Committee  and any officer or employee of the Company  acting on
their behalf shall,  to the extent  permitted by law, be fully  indemnified  and
protected  by the Company with  respect to any such  action,  determination,  or
interpretation.

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

7.  Authorization  and  Eligibility.  Pursuant  and subject to the terms of this
Plan,  the  Committee  may grant  from time to time and at any time prior to the
termination of the Plan one or more Awards to any employee of one or more of the
Company and its Affiliates (including any director who is such an employee).  No
employee  shall have any claim to be granted an Award  under the Plan,  however,
and there is no obligation for uniformity of treatment of employees. Further, no
employee shall be granted Awards  covering more than 100,000 Shares  (subject to
adjustment as provided in Section 4(d)) in any fiscal year of the Company.

8. Terms and Conditions Applicable to All Awards.

     (a) Purchase  Price.  Shares of Restricted  Stock shall be issued under the
Plan  for such  consideration,  in  cash,  other  property  or  services,  as is
determined by the Committee.

     (b)  Issuance  of  Certificates.  Each  Participant  receiving  an Award of
Restricted  Stock,  subject to  subsection  (c)  below,  shall be issued a stock
certificate  in respect of such shares of  Restricted  Stock.  Such  certificate
shall be registered in the name of such Participant,  and, if applicable,  shall
bear an appropriate legend referring to the terms, conditions,  and restrictions
applicable to such Award substantially in the following form:

     The  transferability of this certificate and the shares represented by this
     certificate  are subject to the terms and  conditions  (including,  without
     limitation, the right of Eaton Vance Corp. to repurchase the shares) of the
     Eaton Vance Corp. 1999 Restricted Stock Plan and an Award Agreement entered
     into by the registered owner and Eaton Vance Corp.  Copies of such Plan and
     Agreement are on file in the offices of Eaton Vance Corp.

     (c) Escrow of Shares. The Committee may require that the stock certificates
evidencing  shares of Restricted Stock be held in custody by a designated escrow
agent (which may but need not be the  Company)  until the  restrictions  thereon
shall have lapsed, and that the Participant  deliver a stock power,  endorsed in
blank, relating to the Shares covered by such Award.

     (d)  Restrictions  and  Restriction  Period.  During  the period or periods
established  by the Committee and set forth in the Award  Agreement,  i.e.,  the
Restriction  Period,  each  Award  of  Restricted  Stock  shall  be  subject  to
limitations on transferability and a Risk of Forfeiture (which may take the form
of a  right  of  the  Company  to  repurchase  the  Restricted  Stock  for  such
consideration,  if any, as the Committee shall have determined at grant) arising
on the basis of such conditions related to the continuation of employment or the
attainment of performance goals or otherwise as the Committee may determine. Any
such Risk of Forfeiture may be waived, or the Restriction  Period shortened,  at
any time by the Committee on such basis as it deems appropriate.

                                       18
(e)  Rights  Pending  Lapse  of Risk of  Forfeiture.  Except  as  otherwise
provided  in the  Plan,  at all times  prior to lapse of the Risk of  Forfeiture
applicable to, or forfeiture or repurchase of, an Award of Restricted Stock, the
Participant  shall have all of the rights of a stockholder  of the Company as to
such Shares,  including the right to receive any dividends  paid with respect to
the Shares. The Committee,  as determined at the time of an Award, may permit or
require the payment of cash  dividends to be deferred  and, if the  Committee so
determines,  reinvested in additional  Restricted Stock to the extent Shares are
available under Section 4.

     (f) Effect of Termination of Employment or  Association.  Unless  otherwise
determined  by the  Committee  at or after grant and  subject to the  applicable
provisions  of  the  Award  Agreement,   upon  termination  of  a  Participant's
employment  or other  association  with the Company and its  Affiliates  for any
reason  during the  Restriction  Period,  all shares of  Restricted  Stock still
subject to Risk of  Forfeiture  shall be  forfeited  or  subject to  repurchase;
provided, however, that military or sick leave shall not be deemed a termination
of employment or other  association,  if it does not exceed the longer of ninety
(90) days or the  period  during  which the  absent  Participant's  reemployment
rights, if any, are guaranteed by statute or by contract.

     (g)  Lapse of  Restrictions.  Subject  to  Section  11 below  (relating  to
satisfaction  of  withholding  obligations),  if and when the Risk of Forfeiture
expires without a prior forfeiture of the Restricted Stock, the certificates for
such shares shall be delivered to the Participant promptly if not theretofore so
delivered.

     (h) Non-Transferability.  No Award shall be transferable by the Participant
otherwise than by will or the laws of descent and distribution.

     (i) Buyouts. The Committee or its delegate may at any time offer to buy out
any outstanding  Award for a payment in cash,  Shares or other property based on
such terms and conditions as the Committee shall determine.

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

10. Additional Requirements of Qualified  Performance-Based  Awards. In addition
to or in lieu of a Risk of  Forfeiture  based on the  provisions of Section 8(d)
above,  the  retention  of  any  Qualified   Performance-Based  Award  shall  be
contingent upon achievement of a  pre-established  performance goal or goals and
other terms set forth in this Section 10.

     (a) Performance Goals Generally. The performance goals for such Award shall
include one or more business  criteria and may (but need not) include a targeted
level or levels of performance with respect to each such criterion, as specified
by the  Committee  consistent  with this  Section  10,  which  level may also be

                                       19
expressed  in  terms of a  specified  increase  or  decrease  in the  particular
criteria  compared to a past period.  Performance  goals shall be objective  and
shall  otherwise meet the  requirements  of Code Section  162(m),  including the
requirement that the outcome of performance goals be  "substantially  uncertain"
at the time  established.  The Committee may determine  that such Award shall be
granted upon  achievement of any one performance goal or that two or more of the
performance  goals must be  attained  as a  condition  to vesting or delivery of
Shares or  retention  or  non-forfeiture  of such Award.  Performance  goals may
differ for  separate  Awards  granted  to any one  Participant  or to  different
Participants, and may be different for performance periods.

     (b) Business  Criteria.  One or more of the following business criteria for
the  Company,  on a  consolidated  basis,  and/or  for  specified  subsidiaries,
Affiliates,  business  units,  funds or  ventures of the  Company  (except  with
respect to the total stockholder return and earnings per share criteria),  shall
be used by the Committee in establishing  performance  goals for such Award: (1)
earnings  per  share;  (2)  revenues;  (3) cash  flow;  (4) cash flow  return on
investment;  (5) return on assets,  return on investment,  return on capital, or
return  on  equity;  (6)  identification   and/or   consummation  of  investment
opportunities  or completion of specified  projects in accordance with corporate
business plans;  (7) operating  margin;  (8) net income,  net operating  income,
pretax   earnings,   pretax  earnings  before  interest  and   depreciation  and
amortization,  pretax  operating  earnings  after  interest  expense  and before
incentives and service fees and  extraordinary  or special  items,  or operating
earnings;  (9) total  stockholder  return;  (10)  commissions paid or payable to
certain marketing  personnel which are subjected to the Participant's  customary
override commissions; (11) any of the above goals as compared to the performance
of a published or special index deemed  applicable  by the Committee  including,
but not  limited to, the  Standard & Poor's 500 Stock Index or other  indexes or
groups of comparable companies referenced in the Company's annual report on Form
10-K in respect to Item 401(l) of Regulation  S-K; (12) new exchange fund assets
acquired  during a performance  period;  (13) the value of all financial  assets
resulting from an extraordinary  acquisition of assets; and (14) the performance
of one or more of the Eaton  Vance funds as compared to a peer group or index or
other benchmark  deemed  applicable by the Committee.  The specific  performance
goal or goals  established  by the  Committee  with respect to such Award or the
terms of the Award Agreement shall be subject to adjustment by the Committee for
any change in law,  regulations  and  interpretations  occurring after the grant
date of the  Award  so as to  enable  all  compensation  to a  Covered  Employee
attributable to the Award to constitute "performance-based  compensation" within
the meaning of Code Section 162(m).

     (c) Timing For Establishing  Performance Goals.  Achievement of performance
goals in respect of such Award shall be measured over the applicable performance
period.  Performance goals shall be established not later than 90 days after the
beginning of any performance  period  applicable to such Award, or at such other
date as may be required or permitted for "performance-based  compensation" under
Code Section 162(m).

     (d) Special Definitions. For purposes of this Section: "performance period"
means the period over which an applicable performance goal or goals must be met;
"extraordinary  acquisition  of assets" means an unusual or  nonrecurring  event
affecting the Company or any Affiliate,  or any business division or unit or the
financial statements of the Company or any Affiliate,  involving the acquisition
of new financial assets to be managed or administered for advisory or other fees
by any Affiliate or any business  division or unit,  such as the  acquisition of
investment  companies or partnerships  (or their assets)  previously  managed by
other persons,  the acquisition of other investment advisory or management firms
(or their assets) or the formation of joint  ventures,  partnerships  or similar

                                       20
entities  with  other  firms,  provided  that such fees shall be based upon such
assets  and  payable  to  the  Affiliate  or  business  division  or  unit  upon
consummation of the transaction  (but the formation of new investment  companies
or  partnerships  by the  Company or any  Affiliate  or the  acquisition  of new
private  accounts to be managed by the Company or any  Affiliate in the ordinary
course of its business  shall not  constitute an  extraordinary  acquisition  of
assets);  and "new exchange fund assets"  means all  financial  assets  acquired
during a performance  period  resulting  from the private  offering of shares or
units of one or more  exchange  funds  offered and managed by any  Affiliate  or
Affiliates  of the  Company,  including  all  qualifying  assets  acquired by an
exchange fund during a  performance  period to ensure the  nontaxability  of the
exchange  of  contributed  securities  for shares or units of the fund (with all
financial assets acquired by an exchange fund during a performance period valued
as at the close of business on the exchange  date,  using the  valuation of such
assets employed by the fund at such date).

11.  Withholding Taxes,  Delivery of Shares.  Each Award, and the Company's (and
any escrow  holder's)  obligation to deliver  Shares at any time at or after the
grant of an Award,  shall be subject to the  Participant's  satisfaction  of all
applicable  federal,  state and local  income  and  employment  tax  withholding
obligations  which  may at grant or  thereafter  from  time to time  arise.  The
Participant  may satisfy the  obligations by electing (a) to make a cash payment
to the Company, or (b) if authorized by the Committee in the Award Agreement, to
have the  Company  withhold  Shares  with a value  equal to the  minimum  amount
required to be  withheld,  or (c) if  authorized  by the  Committee in the Award
Agreement,  to deliver to the Company  Shares  owned by the  Participant  for at
least six (6) months  with a value equal to the  minimum  amount  required to be
withheld.  The value of Shares to be withheld or delivered shall be based on the
Market  Value on the date the amount of tax to be withheld is to be  determined.
The  Participant's  election to have Shares  withheld  for this  purpose will be
subject to the  following  restrictions:  (1) the election must be made prior to
the date the amount of  withholding  tax is to be  determined,  (2) the election
must be irrevocable,  and (3) the election will be subject to the disapproval of
the Committee.

12.  Termination  or Amendment of Plan.  The Board may at any time terminate the
Plan or make such  changes  in or  additions  to the Plan as it deems  advisable
without further action on the part of the shareholders of the Company,  provided
that no such  termination or amendment shall adversely affect or impair any then
outstanding Award without the consent of the Participant holding that Award.

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

     This Award shall be fully and  immediately  vested,  and the Shares covered
     hereby  no  longer  subject  to any  restriction  or  forfeiture,  upon the
     occurrence of a Change of Control of the Company;  provided,  however, that
     if this Award is a  Qualified  Performance-Based  Award,  there shall be no
     such full vesting unless and until the earlier of (A) the attainment of the
     performance  goal or goals set forth in the Award Agreement or (B) when the
     Participant  is no longer a "covered  employee"  within the meaning of Code
     Section 162(m). A "Change of Control" shall mean:

                                       21
(a) The acquisition, other than from the Company, by any individual, entity
or group  (within  the meaning of Section  13(d)(3) or 14(d)(2) of the  Exchange
Act) (a  "Person")  of  beneficial  ownership  (within the meaning of Rule 13d-3
promulgated  under  the  Exchange  Act) of 25% or more of  either  (i) the  then
outstanding  non-voting common stock of the Company (the "Non-Voting  Stock") or
(ii) the combined voting power of the then outstanding  voting securities of the
Company  entitled to vote  generally in the election of directors  (the "Company
Voting Securities"); provided, that any acquisition by (x) the Company or any of
its  subsidiaries,  or any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its  subsidiaries  or (y) any Person that is
eligible,  pursuant to Rule 13d-1(b) under the Exchange Act, to file a statement
on Schedule  13G with  respect to its  beneficial  ownership  of Company  Voting
Securities,  whether or not such Person shall have filed a statement on Schedule
13G,  unless such  Person  shall have filed a  statement  on  Schedule  13D with
respect to beneficial ownership of 25% or more of the Company Voting Securities,
shall not  constitute  a Change of  Control;  and  provided,  further,  that the
provisions of this  subsection (a) shall apply whether or not the Company Voting
Securities  or the  Non-Voting  Stock is registered or required to be registered
under the Exchange Act; or

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

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

     (d)  Approval  by  the  shareholders  of  the  Company  of  (i) a  complete
liquidation or dissolution of the Company,  or (ii) a sale or other  disposition
of all or  substantially  all of the assets of the  Company,  or (iii) a sale or
disposition of Eaton Vance  Management  (or any successor  thereto) or of all or
substantially  all of the assets of Eaton  Vance  Management  (or any  successor
thereto),  or (iv) an  assignment by any direct or indirect  investment  adviser
subsidiary of the Company of investment advisory  agreements  pertaining to more
than 50% of the aggregate  assets under  management of all such  subsidiaries of
the Company,  in the case of (ii),  (iii) or (iv) other than to a corporation or
other  entity  with  respect to which,  following  such sale or  disposition  or
assignment, more than 60% of, respectively, the outstanding non-voting stock and
the combined voting power of the then outstanding voting securities  entitled to

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vote generally in the election of directors is then owned beneficially, directly
or indirectly,  by all or substantially  all of the individuals and entities who
were the beneficial owners of the Non-Voting Stock and Company Voting Securities
immediately  prior to such sale,  disposition or assignment in substantially the
same  proportion as their  ownership of the Non-Voting  Stock and Company Voting
Securities,  as the case may be, immediately prior to such sale,  disposition or
assignment.

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

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

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

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

14. General Provisions.

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

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(b) Compliance with Code Section 162(m) and Rule 16b-3. If any provision of
the Plan or any Award Agreement relating to a Qualified  Performance-Based Award
or to a person  subject to Section 16 of the  Exchange Act does not comply or is
inconsistent  with the  requirements of Code Section 162(m) or Rule l6b-3,  such
provision  shall be  construed or deemed to be amended or to be null and void to
the extent  necessary to conform to such  requirements.  The foregoing shall not
apply in the event of any noncompliance or inconsistency  between a provision of
an Award  Agreement  relating  to a  Qualified  Performance-Based  Award and the
requirements  of  Code  Section  162(m)  if the  Award  Agreement  expressly  so
provides.

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

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

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

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