As Filed with the Securities and Exchange Commission on August 26, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                Eaton Vance Corp.
                                -----------------
               (Exact name of issuer as specified in its charter)

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

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

                  1984, 1989, 1992 and 1995 Stock Option Plans
                  --------------------------------------------
                            (Full title of the plans)

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

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

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
<TABLE>
 Title of                                      Proposed            Proposed
Securities                Amount to             maximum             maximum                Amount of
  to be                     be               offering price        aggregate              registration
registered               registered            per share         offering price              fee
----------               ----------          --------------      --------------           ------------

<S>                      <C>                 <C>                  <C>                      <C>      
Non-Voting               1,234,726 (1)       $20.78125 (2)        $25,659,150 (2)          $7,569.45
Common Stock,              shares
$.015625 par value       
</TABLE>
---------------

(1) Adjusted to reflect the 2 for 1 stock split effective August 14, 1998.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rules  457(c)  and  457(h)  under the  Securities  Act of 1933,  as
amended,  upon the basis of the  average of the high and low sale  prices of the
Registrant's  Non-Voting Common Stock as reported on the New York Stock Exchange
on August 24, 1998.  Such sale prices have been  adjusted to reflect the 2 for 1
stock split effective August 14, 1998.

                               Page 1 of 22 pages.
                        Exhibit Index begins on page 19.

<PAGE>
                                   PROSPECTUS

                                1,234,726 SHARES

                                EATON VANCE CORP.

                             NON-VOTING COMMON STOCK


     This Prospectus  relates to an aggregate of 1,234,726 shares (the "Shares")
of Non-Voting Common Stock, $.015625 par value per share (the "Non-Voting Common
Stock"),  of Eaton Vance Corp.  (the  "Company"),  which may be offered for sale
from time to time by or for the account of certain  shareholders  of the Company
who have purchased the Shares upon the exercise of options acquired  pursuant to
the  Company's  stock option plans or by or for the account of their  respective
pledgees,  donees,  trustees,  legatees,  heirs or legal representatives (all of
such  persons  being  hereinafter  referred to as "Selling  Shareholders").  The
Shares are being  registered  under the  Securities Act of 1933, as amended (the
"Securities  Act") on behalf of the Selling  Shareholders in order to permit the
public sale or other distribution of the Shares.

     The  Shares  may be  sold or  distributed  through  underwriters,  dealers,
brokers or other agents, or directly to one or more purchasers, at market prices
prevailing  at the time of sale or at prices  otherwise  negotiated.  The Shares
have no voting rights.  The Company will receive no portion of the proceeds from
the sale of the Shares offered hereby and will bear certain expenses incident to
their registration. See "Selling Shareholders" and "Plan of Distribution."

     The  Non-Voting  Common  Stock is  traded  on the New York  Stock  Exchange
("NYSE") under the symbol EV. On August 24, 1998, the closing price (adjusted to
reflect the 2 for 1 stock split  effective  August 14, 1998) for the  Non-Voting
Common Stock on the NYSE was $20.71875 per share.

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

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


                 The date of this Prospectus is August 26, 1998


                                       2
<PAGE>
     No dealer,  salesperson  or other  person has been  authorized  to give any
information  or to make any  representations  other than those  contained  in or
incorporated  by reference in this  Prospectus in connection with the offer made
by this Prospectus and, if given or made,  such  information or  representations
must not be relied upon as having been  authorized by the Company or the Selling
Shareholders.  Neither  the  delivery  of  this  Prospectus  nor any  sale  made
hereunder shall, under any circumstances,  create any implication that there has
not been any change in the  information  set forth in this  Prospectus or in the
affairs  of the  Company  since  the  date  hereof  or  the  dates  as of  which
information is set forth herein. This Prospectus does not constitute an offer or
solicitation  by anyone in any  jurisdiction in which such offer or solicitation
is not  authorized or in which the person making such offer or  solicitation  is
not qualified to do so or to anyone to whom it is unlawful to make such offer or
solicitation.

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
Available Information..........................................................3
Incorporation of Certain Documents by Reference................................4
The Company....................................................................4
Selling Shareholders.........................................................5-9
Plan of Distribution.......................................................10-11
Description of Non-Voting Common Stock.....................................11-12
Experts.......................................................................12
Recent Developments...........................................................12

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

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files reports and other information with the Securities and Exchange
Commission  (the  "Commission").  Reports  and  other  information  filed by the
Company with the Commission  pursuant to the  informational  requirements of the
Exchange  Act may be  inspected  and copied at the public  reference  facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington,  D.C. 20549,
and at the  following  Regional  Offices of the  Commission:  New York  Regional
Office, 7 World Trade Center,  Suite 1300, New York, New York 10048; and Chicago
Regional  Office,  500  West  Madison  Street,  Suite  1400,  Chicago,  Illinois
60661-2511.  Copies of such material may be obtained  from the Public  Reference
Section of the Commission at 450 Fifth Street,  N.W.,  Washington D.C. 20549, at
prescribed  rates. The Commission also maintains a site on the World Wide Web at
http./www.sec.gov.   that  contains  reports  and  other  information  regarding
registrants that file electronically with the Commission.  The Non-Voting Common
Stock is traded on the NYSE.  Information filed by the Company with the NYSE can
be inspected and copied at the office of the NYSE at 20 Broad Street,  New York,
New York 10005.


                                       3
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
--------------------------------------------------------------------------------

     The Company is subject to the informational  and reporting  requirements of
the  Exchange  Act,  and  in  accordance   therewith  files  reports  and  other
information with the Commission.  The following documents,  which are filed with
the Commission, are incorporated in this Prospectus by reference:

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

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

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

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment  which  indicates  that all shares of Non-Voting  Common Stock offered
hereby have been sold and/or which  deregisters all shares of Non-Voting  Common
Stock then remaining  unsold,  shall be deemed to be  incorporated  by reference
herein and to be part hereof from the date of the filing of such documents.  Any
statement  contained in a document or information  incorporated  or deemed to be
incorporated  by  reference  shall be deemed to be  modified or  superseded  for
purposes of this Prospectus to the extent that a statement  contained  herein or
in  any  subsequently  filed  document  that  also  is,  or  is  deemed  to  be,
incorporated  herein by reference,  modifies or supersedes such  statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Prospectus.

     The making of a modified or superseding statement shall not be deemed to be
an admission that the modified or superseded statement, when made, constituted a
misrepresentation,  an untrue  statement  of a material  fact or an  omission to
state a material fact that is required to be stated or that is necessary to make
a statement not misleading in light of the circumstances in which it was made.

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

                                       4
<PAGE>

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

     Eaton Vance Corp., a Maryland corporation (the "Company"), is the issuer of
the Shares of Non-Voting Common Stock,  $.015625 par value per share, covered by
this Prospectus.  The principal  executive offices of the Company are located at
24 Federal Street,  Boston,  Massachusetts  02110,  and its telephone  number is
(617) 482-8260.

SELLING SHAREHOLDERS
--------------------------------------------------------------------------------

     The Selling  Shareholders  listed below are or were officers,  directors or
employees of the Company and/or of its subsidiaries,  Eaton Vance Management,  a
Massachusetts  business trust  ("EVM"),  and Eaton Vance  Distributors,  Inc., a
Massachusetts  corporation ("EVD"). Such Shareholders acquired the shares of the
Company's Non-Voting Common Stock being offered hereunder pursuant to certain of
the  Company's  stock option  plans.  (See  "Description  Of  Non-Voting  Common
Stock".) Although each of the Selling  Shareholders  listed below is eligible to
sell Shares under this Prospectus,  such selling Shareholders do not necessarily
have any present  intention  to sell all or a part of their  Shares.  Certain of
such Shareholders may be deemed to be "affiliates" of the Company, as defined in
Rule 405 under the  Securities  Act.  The Company  will not receive any proceeds
from the sale of the Shares.  A total of 1,234,726  shares is available for sale
under this Prospectus as follows:

<TABLE>
                                                        TOTAL                        AMOUNT/
                                                      SHARES OF                    PERCENTAGE
                                                      NON-VOTING                  OF NON-VOTING
                                                        COMMON                    COMMON STOCK
                                                        STOCK                      TO BE OWNED
                                POSITION WITH THE       OWNED        AMOUNT           AFTER
NAME                               COMPANY OR A        PRIOR TO       BEING        COMPLETION
                                    SUBSIDIARY         OFFERING      OFFERED      OF OFFERING1
---------------------------------------------------------------------------------------------------

<S>                            <C>                          <C>          <C>          <C>      
Jeffrey P. Beale               Vice President               17,820       9,664        8,156/0.023%
                               of EVM
Christopher Berg               Vice President               19,936       4,832       15,104/0.042%
                               of EVD
Robert H. Bortnick             Vice President                6,704       6,432          272/0.001%
                               of EVM


-------------------------
1  Assumes 35,965,728 shares of Non-Voting Common Stock will be outstanding following the offering.



                                       5
<PAGE>

Richard C. Brown               Vice President               58,638      16,912       41,726/0.116%
                               of EVM
Timothy T. Browse              Vice President               14,208       4,832        9,376/0.026%
                               of EVM
John Cabot                     Director                     85,344      11,680       73,664/0.205%
Barbara E. Campbell            Vice President                7,840       4,832        3,008/0.008%
                               of EVM
Daniel C. Cataldo              Vice President               18,174       4,832       13,342/0.037%
                               of EVM
Cynthia J. Clemson             Vice President                6,504       4,832        1,672/0.005%
                               of EVM
Raymond P. Cox                 Vice President               17,000       5,500       11,500/0.032%
                               of EVD
Mark P. Doman                  Vice President                4,600       2,000        2,600/0.007%
                               of EVD
Robert N. Dunbar, Jr.          Vice President               61,232      11,664       49,568/0.138%
                               of EVM
Thomas E. Faust, Jr.           Vice President              171,204      62,500      108,704/0.302%
                               of EVM
Thomas J. Fetter               Vice President               98,586      62,864       35,722/0.099%
                               of EVM
Michael A. Foster              Vice President               59,776       4,832       54,944/0.153%
                               of EVD
M. Dozier Gardner              Vice Chairman and           997,284      69,412      927,872/2.580%
                               Director
Hugh Gilmartin                 Vice President               13,662       9,664        3,998/0.011%
                               of EVD


                                       6
<PAGE>

James B. Hawkes                Chairman, President         815,838     188,312      627,526/1.745%
                               and
                               Director
Perry Hooker                   Vice President                3,320       2,620          700/0.002%
                               of EVD
Kenneth A. Johnston            Vice President               65,298       4,832       60,466/0.168%
                               of EVM
Susan S. Kiewra                Vice President               12,214       4,832        7,382/0.021%
                               of EVM
Craig A. Leman                 Former officer of             2,000       2,000           - /0.000%
                               EVM
Robert MacIntosh               Vice President               21,856       7,248       14,608/0.041%
                               of EVM
Stephen A. Marks               Vice President                6,664       6,664           - /0.000%
                               of EVD
A. Walker Martin               Vice President              139,412      10,632      128,780/0.358%
                               of EVM
Joseph T. McMenamin            Vice President                4,630       2,182        2,448/0.007%
                               of EVD
Gary R. Mikula                 Vice President                4,832       4,832           - /0.000%
                               of EVM
Morgan C. Mohrman              Senior                        4,832       4,832           - /0.000%
                               Vice President
                               of EVD
Anne M. Morgan                 Vice President               40,444       4,832       35,612/0.099%
                               of EVM
James A. Naughton              Vice President                2,322       2,248           74/0.000%
                               of EVM
James L. O'Connor              Vice President               98,444      14,500       83,944/0.233%
                               of EVM

                                       7
<PAGE>

Cecilia J. O'Keefe             Vice President               11,878      11,664          214/0.001%
                               of EVM
Thomas Otis                    Vice President              122,956      24,648       98,308/0.273%
                               and Secretary
George Owen                    Vice President                8,152       6,956        1,196/0.003%
                               of EVD
Scott H. Page                  Vice President                5,344       4,832          512/0.001%
                               of EVM
Laurence S. Reineman           Vice President              141,320       9,664      131,656/0.366%
                               of EVM
Duncan Richardson              Vice President               35,706       7,248       28,458/0.079%
                               of EVM
Jackson Robinson               Vice President               20,402      19,332        1,070/0.003%
                               of EVM
Joyce B. Rowan                 Vice President                3,624       3,624           - /0.000%
                               of EVM
Benjamin A. Rowland, Jr.       Vice President              756,616     135,536      621,080/1.727%
                               and Director
Jennifer Rynne                 Vice President               10,332       8,456        1,876/0.005%
                               of EVM
John P. Rynne                  Vice President               44,704      44,704           - /0.000%
                               of EVM
David A. Sackler               Vice President                4,092       3,652          440/0.001%
                               of EVM
Kevin Schrader                 Vice President                3,682       3,000          682/0.002%
                               of EVD
George V. Schwab               Vice President               15,164      15,164           - /0.000%
                               of EVD


                                       8
<PAGE>

Dianne Sillers                 Vice President               84,362       8,456       75,906/0.211%
                               of EVM
Richard A. Simons              Vice President               78,028      53,482       24,546/0.068%
                               of EVM
Ralph Z. Sorenson              Director                     29,756      11,680       18,076/0.050%
William M. Steul               Vice President and           60,098      48,528       11,570/0.032%
                               Treasurer
Cornelius J. Sullivan          Senior                       13,918       4,000        9,918/0.028%
                               Vice President
                               of EVD
Payson F.  Swaffield           Vice President                7,718       4,832        2,886/0.008%
                               of EVM
Hooker Talcott, Jr.            Former officer of            38,642       9,160       29,482/0.082%
                               EVM
Michael B. Terry               Vice President               71,624      11,644       59,980/0.167%
                               of EVM
Mark S. Venezia                Vice President               54,182      49,418        4,764/0.013%
                               of EVM
Michael W. Weilheimer          Vice President                6,006       4,832        1,174/0.003%
                               of EVM
Wharton P. Whitaker            President                   289,640     155,080      134,560/0.374%
                               of EVD
Sue Wilder                     Vice President               19,592       4,832       14,760/0.041%
                               of EVD
Eric G. Woodbury               Vice President               12,858      12,452          406/0.001%
                               of EVM
</TABLE>


                                       9

<PAGE>

     Sales under this Prospectus may also be made by certain unnamed persons who
are employees of, but not  directors,  officers or  controlling  persons of, the
Company who hold the lesser of (1) 1,000  shares of  Non-Voting  Common Stock or
(2) 1% of the  shares  of  Non-Voting  Common  Stock  issuable  under any of the
Company's stock option plans covering Shares to be offered under this Prospectus
(the "De Minimus Amount"). The amount of Shares that may be sold by each of such
unnamed persons under this Prospectus may not exceed the De Minimis Amount.

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

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

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

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

     The Selling  Shareholders have advised the Company that during such time as
they may be engaged in a distribution  of the Shares they will comply with Rules
10b-2,  10b-6 and 10b-7 under the Exchange Act (as those Rules are  described in
more detail below) and, in connection  therewith,  the Selling Shareholders have

                                       10
<PAGE>

agreed  not to engage  in any  stabilization  activity  in  connection  with the
Company's securities,  to furnish to each broker-dealer through which the Shares
may be offered  copies of this  Prospectus,  and not to bid for or purchase  any
securities of the Company or attempt to induce any person to purchase any of the
Company's  securities  except as permitted  under the Exchange  Act. The Selling
Shareholders  have also agreed to inform the Company  when the  distribution  of
their respective Shares is completed.

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

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

     The Company will pay certain  expenses  incidental to the offering and sale
of the Shares to the public  estimated to be approximately  $8,000.  The Company
will not pay for, among other expenses, selling expenses, underwriting discounts
or fees and expenses of counsel for the Selling Shareholders.

DESCRIPTION OF NON-VOTING COMMON STOCK
--------------------------------------------------------------------------------

     The Company is authorized to issue 47,680,000  shares of Non-Voting  Common
Stock,  $.015625 par value. The Company's Articles of Incorporation provide that
the  holders  of  Non-Voting  Common  Stock  have no  voting  rights  under  any
circumstances  whatsoever.  Shares of  Non-Voting  Common  Stock are  registered
pursuant  to Section 12 of the  Exchange  Act and are traded on the NYSE.  It is
sales  of  Shares  of the  Company's  Non-Voting  Common  Stock  to  which  this
Prospectus  relates.  These sales, by current or former  directors,  officers or
employees  of  the  Company  or of  its  subsidiaries,  or by  their  respective
pledgees,  donees, trustees,  legatees,  heirs or legal representatives,  are of
previously  unregistered  Shares acquired pursuant to various stock option plans
established by the Company.

     The Non-Voting  Common Stock is neither  redeemable nor convertible and the
holders of the Non-Voting Common Stock have no preemptive rights to purchase any
securities  of  the  Company.  Dividends  may be  paid  to  the  holders  of the
Non-Voting  Common Stock when and if declared by the Board of  Directors  out of
any funds legally available therefor. All voting rights are vested in the voting
Common  Stock  (described  below);  the  Non-Voting  Common Stock and the voting
Common Stock are otherwise  identical  with respect to dividend  rights,  rights
upon liquidation and all other rights.

                                       11

<PAGE>

     BankBoston,  N.A., P.O. Box 8040, Boston,  Massachusetts  02266-8040 is the
Registrar and Transfer Agent for the Company's Non-Voting Common Stock.

     The Company is also  authorized  to issue  320,000  shares of voting Common
Stock,  $.015625 par value.  All voting  rights are vested in the voting  Common
Stock.  Each share of voting Common Stock is entitled to participate pro rata in
distributions  upon  liquidation  and to one vote on all matters  submitted to a
vote of  stockholders.  Dividends  may be paid to the  holders of voting  Common
Stock when and if declared by the Board of  Directors  out of any funds  legally
available therefor. Holders of voting Common Stock have no preemptive or similar
rights nor do they have cumulative voting rights. The voting Common Stock is not
publicly traded. All outstanding shares of the voting Common Stock are deposited
in a Voting Trust, of which the Voting Trustees are James B. Hawkes (Chairman of
the   Board,  President,  Chief  Executive   Officer   and  a   Director  of the
Company),  M. Dozier  Gardner  (Vice-Chairman  and a Director  of the  Company),
Benjamin A.  Rowland,  Jr. (a Vice  President  and a Director  of the  Company),
Thomas E. Faust, Jr. (an Officer of subsidiaries of the Company), Alan R. Dynner
(a  Vice  President  of  the  Company),  Wharton  P.  Whitaker  (an  Officer  of
subsidiaries  of the  Company),  and  William  M.  Steul (a Vice  President  and
Treasurer of the  Company).  The Voting Trust  expires on October 30, 2000.  The
Voting  Trustees  have  unrestricted  voting  rights  for  the  election  of the
Company's  Directors  and inasmuch as the seven  Voting  Trustees of said Voting
Trust have  unrestricted  voting rights with respect to said voting Common Stock
(except that the Voting Trust  Agreement  provides that any action of the Voting
Trustees to approve (1) the sale, mortgage or pledge of all or substantially all
of the Company's  assets,  or (2) a change in the capital structure or powers of
the Company,  or (3) a merger,  consolidation,  reorganization or dissolution of
the Company, or (4) an amendment to or a termination of the Voting Trust, or (5)
the  addition of a Voting  Trustee,  or the  removal of a Voting  Trustee by the
other Voting Trustees, or (6) the renewal of the term of the Voting Trust, shall
require the written consent of the holders of Voting Trust receipts representing
a majority of such Stock subject at the time to the Voting  Trust),  they may be
deemed to be beneficial owners of all of the Company's outstanding voting Common
Stock. The Voting Trust agreement provides that the Voting Trustees shall act by
majority if there be three or more  Voting  Trustees;  otherwise  they shall act
unanimously.  All  outstanding  Voting Trust  Receipts  issued under said Voting
Trust are owned by the Voting Trustees.  As at August 26, 1998, Messrs.  Gardner
and Hawkes each owned 24% of such Voting  Trust  Receipts;  Messrs.  Rowland and
Faust owned 15% and 13%,  respectively;  and Messrs.  Dynner, Steul and Whitaker
each owned 8%.

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

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


                                       12

<PAGE>

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

     There have been no  material  changes in the  Company's  affairs  since its
Annual  Report on Form 10-K for the year ended  October  31, 1997 which have not
been described in a Quarterly  Report on Form 10-Q or a periodic  report on Form
8-K. See "Incorporation of Certain Documents by Reference."


                                       13
<PAGE>

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Certain Documents by Reference.

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

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

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

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

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

     Item 4. Description of Securities.

     Not applicable.

     Item 5. Interests of Named Experts and Counsel.

     Not applicable.

     Item 6. Indemnification of Directors and Officers.

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

                                       14
<PAGE>

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

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

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

     Item 7. Exemption from Registration Claimed.

     Not applicable.

     Item 8. Exhibits.

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

Exhibits
--------

4.1  Specimen  certificate  representing  the Non-Voting  Common Stock (see page
     19).

24.2 Consent of Deloitte & Touche LLP, independent accountants (see page 21).

25.1 Power of Attorney (see page 16).

     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;


                                       15
<PAGE>
               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

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

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

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

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

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

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


                                       16
<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 26th
day of August, 1998.

                              EATON VANCE CORP.



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




                                POWER OF ATTORNEY

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

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


                                       17
<PAGE>
Signature                       Title                              Date
---------                       -----                              ----
                                President, Chief Executive
/s/  James B. Hawkes            Officer and Director             August 26, 1998
----------------------------    (Principal Executive Officer)
     James B. Hawkes

/s/  M. Dozier Gardner          Vice Chairman and Director       August 26, 1998
----------------------------
     M. Dozier Gardner

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

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

/s/  Vincent M. O'Reilly        Director                         August 26, 1998
----------------------------
     Vincent M. O'Reilly

/s/  Benjamin A. Rowland, Jr.   Vice President and Director      August 26, 1998
-----------------------------
     Benjamin A. Rowland, Jr.

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

/s/  William M. Steul           Treasurer (Principal Financial   August 26, 1998
-----------------------------   and Accounting Officer)
     William M. Steul


                                       18
<PAGE>
                                  EXHIBIT INDEX


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

4.1       Specimen certificate of Non-Voting Common Stock                  20

24.2      Consent  of Deloitte & Touche LLP, independent                   22 
          accountants.

25.1      Power of Attorney (included in the signature page of             17
          this Registration Statement).




                                       19
<PAGE>
                                                                     EXHIBIT 4.1



NUMBER                                                   SHARES
[ EV       ]                                             [    ]


COMMON STOCK                                             COMMON STOCK

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

                                EATON VANCE CORP.

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


THIS CERTIFIES THAT



IS THE OWNER OF

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

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

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

Dated.

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

                                          BY:
                                                  Authorized Signature

                  TREASURER                                             CHAIRMAN


                                       20
<PAGE>
     The  following  abbreviations,   when  used  in  the  inscription  of  this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:

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

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

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

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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


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

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

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

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

Dated
      ----------------------


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

Signature(s) Guaranteed:

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


                                       21
<PAGE>

                                                                   EXHIBIT 24.2


                          INDEPENDENT AUDITORS CONSENT




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



/s/ Deloitte & Touche LLP
Deloitte & Touche LLP

Boston, Massachusetts
August 26, 1998


                                       22
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR EVC", "secsgml_size_bytes": 52467}]
{"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": "333-62259", "film-number": "98698108"}, "business-address": {"street1": "24 FEDERAL ST", "city": "BOSTON", "state": "MA", "zip": "02110", "phone": "6174828260"}, "mail-address": {"street1": "24 FEDERAL STREET", "street2": "11TH FLOOR", "city": "BOSTON", "state": "MA", "zip": "02110"}}
As Filed with the Securities and Exchange Commission on August 26, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                Eaton Vance Corp.
                                -----------------
               (Exact name of issuer as specified in its charter)

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

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

                  1984, 1989, 1992 and 1995 Stock Option Plans
                  --------------------------------------------
                            (Full title of the plans)

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

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

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

 Title of                                      Proposed            Proposed
Securities                Amount to             maximum             maximum                Amount of
  to be                     be               offering price        aggregate              registration
registered               registered            per share         offering price              fee
----------               ----------          --------------      --------------           ------------
Non-Voting               1,234,726 (1)       $20.78125 (2)        $25,659,150 (2)          $7,569.45
Common Stock,              shares
$.015625 par value
---------------

(1) Adjusted to reflect the 2 for 1 stock split effective August 14, 1998.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rules  457(c)  and  457(h)  under the  Securities  Act of 1933,  as
amended,  upon the basis of the  average of the high and low sale  prices of the
Registrant's  Non-Voting Common Stock as reported on the New York Stock Exchange
on August 24, 1998.  Such sale prices have been  adjusted to reflect the 2 for 1
stock split effective August 14, 1998.

                               Page 1 of 22 pages.
                        Exhibit Index begins on page 19.
PROSPECTUS

                                1,234,726 SHARES

                                EATON VANCE CORP.

                             NON-VOTING COMMON STOCK

     This Prospectus  relates to an aggregate of 1,234,726 shares (the "Shares")
of Non-Voting Common Stock, $.015625 par value per share (the "Non-Voting Common
Stock"),  of Eaton Vance Corp.  (the  "Company"),  which may be offered for sale
from time to time by or for the account of certain  shareholders  of the Company
who have purchased the Shares upon the exercise of options acquired  pursuant to
the  Company's  stock option plans or by or for the account of their  respective
pledgees,  donees,  trustees,  legatees,  heirs or legal representatives (all of
such  persons  being  hereinafter  referred to as "Selling  Shareholders").  The
Shares are being  registered  under the  Securities Act of 1933, as amended (the
"Securities  Act") on behalf of the Selling  Shareholders in order to permit the
public sale or other distribution of the Shares.

     The  Shares  may be  sold or  distributed  through  underwriters,  dealers,
brokers or other agents, or directly to one or more purchasers, at market prices
prevailing  at the time of sale or at prices  otherwise  negotiated.  The Shares
have no voting rights.  The Company will receive no portion of the proceeds from
the sale of the Shares offered hereby and will bear certain expenses incident to
their registration. See "Selling Shareholders" and "Plan of Distribution."

     The  Non-Voting  Common  Stock is  traded  on the New York  Stock  Exchange
("NYSE") under the symbol EV. On August 24, 1998, the closing price (adjusted to
reflect the 2 for 1 stock split  effective  August 14, 1998) for the  Non-Voting
Common Stock on the NYSE was $20.71875 per share.

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

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

                 The date of this Prospectus is August 26, 1998

                                       2
No dealer,  salesperson  or other  person has been  authorized  to give any
information  or to make any  representations  other than those  contained  in or
incorporated  by reference in this  Prospectus in connection with the offer made
by this Prospectus and, if given or made,  such  information or  representations
must not be relied upon as having been  authorized by the Company or the Selling
Shareholders.  Neither  the  delivery  of  this  Prospectus  nor any  sale  made
hereunder shall, under any circumstances,  create any implication that there has
not been any change in the  information  set forth in this  Prospectus or in the
affairs  of the  Company  since  the  date  hereof  or  the  dates  as of  which
information is set forth herein. This Prospectus does not constitute an offer or
solicitation  by anyone in any  jurisdiction in which such offer or solicitation
is not  authorized or in which the person making such offer or  solicitation  is
not qualified to do so or to anyone to whom it is unlawful to make such offer or
solicitation.

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
Available Information..........................................................3
Incorporation of Certain Documents by Reference................................4
The Company....................................................................4
Selling Shareholders.........................................................5-9
Plan of Distribution.......................................................10-11
Description of Non-Voting Common Stock.....................................11-12
Experts.......................................................................12
Recent Developments...........................................................12

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

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files reports and other information with the Securities and Exchange
Commission  (the  "Commission").  Reports  and  other  information  filed by the
Company with the Commission  pursuant to the  informational  requirements of the
Exchange  Act may be  inspected  and copied at the public  reference  facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington,  D.C. 20549,
and at the  following  Regional  Offices of the  Commission:  New York  Regional
Office, 7 World Trade Center,  Suite 1300, New York, New York 10048; and Chicago
Regional  Office,  500  West  Madison  Street,  Suite  1400,  Chicago,  Illinois
60661-2511.  Copies of such material may be obtained  from the Public  Reference
Section of the Commission at 450 Fifth Street,  N.W.,  Washington D.C. 20549, at
prescribed  rates. The Commission also maintains a site on the World Wide Web at
http./www.sec.gov.   that  contains  reports  and  other  information  regarding
registrants that file electronically with the Commission.  The Non-Voting Common
Stock is traded on the NYSE.  Information filed by the Company with the NYSE can
be inspected and copied at the office of the NYSE at 20 Broad Street,  New York,
New York 10005.

                                       3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
--------------------------------------------------------------------------------

     The Company is subject to the informational  and reporting  requirements of
the  Exchange  Act,  and  in  accordance   therewith  files  reports  and  other
information with the Commission.  The following documents,  which are filed with
the Commission, are incorporated in this Prospectus by reference:

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

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

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

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment  which  indicates  that all shares of Non-Voting  Common Stock offered
hereby have been sold and/or which  deregisters all shares of Non-Voting  Common
Stock then remaining  unsold,  shall be deemed to be  incorporated  by reference
herein and to be part hereof from the date of the filing of such documents.  Any
statement  contained in a document or information  incorporated  or deemed to be
incorporated  by  reference  shall be deemed to be  modified or  superseded  for
purposes of this Prospectus to the extent that a statement  contained  herein or
in  any  subsequently  filed  document  that  also  is,  or  is  deemed  to  be,
incorporated  herein by reference,  modifies or supersedes such  statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Prospectus.

     The making of a modified or superseding statement shall not be deemed to be
an admission that the modified or superseded statement, when made, constituted a
misrepresentation,  an untrue  statement  of a material  fact or an  omission to
state a material fact that is required to be stated or that is necessary to make
a statement not misleading in light of the circumstances in which it was made.

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

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

     Eaton Vance Corp., a Maryland corporation (the "Company"), is the issuer of
the Shares of Non-Voting Common Stock,  $.015625 par value per share, covered by
this Prospectus.  The principal  executive offices of the Company are located at
24 Federal Street,  Boston,  Massachusetts  02110,  and its telephone  number is
(617) 482-8260.

SELLING SHAREHOLDERS
--------------------------------------------------------------------------------

     The Selling  Shareholders  listed below are or were officers,  directors or
employees of the Company and/or of its subsidiaries,  Eaton Vance Management,  a
Massachusetts  business trust  ("EVM"),  and Eaton Vance  Distributors,  Inc., a
Massachusetts  corporation ("EVD"). Such Shareholders acquired the shares of the
Company's Non-Voting Common Stock being offered hereunder pursuant to certain of
the  Company's  stock option  plans.  (See  "Description  Of  Non-Voting  Common
Stock".) Although each of the Selling  Shareholders  listed below is eligible to
sell Shares under this Prospectus,  such selling Shareholders do not necessarily
have any present  intention  to sell all or a part of their  Shares.  Certain of
such Shareholders may be deemed to be "affiliates" of the Company, as defined in
Rule 405 under the  Securities  Act.  The Company  will not receive any proceeds
from the sale of the Shares.  A total of 1,234,726  shares is available for sale
under this Prospectus as follows:

                                                        TOTAL                        AMOUNT/
                                                      SHARES OF                    PERCENTAGE
                                                      NON-VOTING                  OF NON-VOTING
                                                        COMMON                    COMMON STOCK
                                                        STOCK                      TO BE OWNED
                                POSITION WITH THE       OWNED        AMOUNT           AFTER
NAME                               COMPANY OR A        PRIOR TO       BEING        COMPLETION
                                    SUBSIDIARY         OFFERING      OFFERED      OF OFFERING1
---------------------------------------------------------------------------------------------------
Jeffrey P. Beale               Vice President               17,820       9,664        8,156/0.023%
                               of EVM
Christopher Berg               Vice President               19,936       4,832       15,104/0.042%
                               of EVD
Robert H. Bortnick             Vice President                6,704       6,432          272/0.001%
                               of EVM

-------------------------
1  Assumes 35,965,728 shares of Non-Voting Common Stock will be outstanding following the offering.

                                       5
Richard C. Brown               Vice President               58,638      16,912       41,726/0.116%
                               of EVM
Timothy T. Browse              Vice President               14,208       4,832        9,376/0.026%
                               of EVM
John Cabot                     Director                     85,344      11,680       73,664/0.205%
Barbara E. Campbell            Vice President                7,840       4,832        3,008/0.008%
                               of EVM
Daniel C. Cataldo              Vice President               18,174       4,832       13,342/0.037%
                               of EVM
Cynthia J. Clemson             Vice President                6,504       4,832        1,672/0.005%
                               of EVM
Raymond P. Cox                 Vice President               17,000       5,500       11,500/0.032%
                               of EVD
Mark P. Doman                  Vice President                4,600       2,000        2,600/0.007%
                               of EVD
Robert N. Dunbar, Jr.          Vice President               61,232      11,664       49,568/0.138%
                               of EVM
Thomas E. Faust, Jr.           Vice President              171,204      62,500      108,704/0.302%
                               of EVM
Thomas J. Fetter               Vice President               98,586      62,864       35,722/0.099%
                               of EVM
Michael A. Foster              Vice President               59,776       4,832       54,944/0.153%
                               of EVD
M. Dozier Gardner              Vice Chairman and           997,284      69,412      927,872/2.580%
                               Director
Hugh Gilmartin                 Vice President               13,662       9,664        3,998/0.011%
                               of EVD

                                       6
James B. Hawkes                Chairman, President         815,838     188,312      627,526/1.745%
                               and
                               Director
Perry Hooker                   Vice President                3,320       2,620          700/0.002%
                               of EVD
Kenneth A. Johnston            Vice President               65,298       4,832       60,466/0.168%
                               of EVM
Susan S. Kiewra                Vice President               12,214       4,832        7,382/0.021%
                               of EVM
Craig A. Leman                 Former officer of             2,000       2,000           - /0.000%
                               EVM
Robert MacIntosh               Vice President               21,856       7,248       14,608/0.041%
                               of EVM
Stephen A. Marks               Vice President                6,664       6,664           - /0.000%
                               of EVD
A. Walker Martin               Vice President              139,412      10,632      128,780/0.358%
                               of EVM
Joseph T. McMenamin            Vice President                4,630       2,182        2,448/0.007%
                               of EVD
Gary R. Mikula                 Vice President                4,832       4,832           - /0.000%
                               of EVM
Morgan C. Mohrman              Senior                        4,832       4,832           - /0.000%
                               Vice President
                               of EVD
Anne M. Morgan                 Vice President               40,444       4,832       35,612/0.099%
                               of EVM
James A. Naughton              Vice President                2,322       2,248           74/0.000%
                               of EVM
James L. O'Connor              Vice President               98,444      14,500       83,944/0.233%
                               of EVM

                                       7
Cecilia J. O'Keefe             Vice President               11,878      11,664          214/0.001%
                               of EVM
Thomas Otis                    Vice President              122,956      24,648       98,308/0.273%
                               and Secretary
George Owen                    Vice President                8,152       6,956        1,196/0.003%
                               of EVD
Scott H. Page                  Vice President                5,344       4,832          512/0.001%
                               of EVM
Laurence S. Reineman           Vice President              141,320       9,664      131,656/0.366%
                               of EVM
Duncan Richardson              Vice President               35,706       7,248       28,458/0.079%
                               of EVM
Jackson Robinson               Vice President               20,402      19,332        1,070/0.003%
                               of EVM
Joyce B. Rowan                 Vice President                3,624       3,624           - /0.000%
                               of EVM
Benjamin A. Rowland, Jr.       Vice President              756,616     135,536      621,080/1.727%
                               and Director
Jennifer Rynne                 Vice President               10,332       8,456        1,876/0.005%
                               of EVM
John P. Rynne                  Vice President               44,704      44,704           - /0.000%
                               of EVM
David A. Sackler               Vice President                4,092       3,652          440/0.001%
                               of EVM
Kevin Schrader                 Vice President                3,682       3,000          682/0.002%
                               of EVD
George V. Schwab               Vice President               15,164      15,164           - /0.000%
                               of EVD

                                       8
Dianne Sillers                 Vice President               84,362       8,456       75,906/0.211%
                               of EVM
Richard A. Simons              Vice President               78,028      53,482       24,546/0.068%
                               of EVM
Ralph Z. Sorenson              Director                     29,756      11,680       18,076/0.050%
William M. Steul               Vice President and           60,098      48,528       11,570/0.032%
                               Treasurer
Cornelius J. Sullivan          Senior                       13,918       4,000        9,918/0.028%
                               Vice President
                               of EVD
Payson F.  Swaffield           Vice President                7,718       4,832        2,886/0.008%
                               of EVM
Hooker Talcott, Jr.            Former officer of            38,642       9,160       29,482/0.082%
                               EVM
Michael B. Terry               Vice President               71,624      11,644       59,980/0.167%
                               of EVM
Mark S. Venezia                Vice President               54,182      49,418        4,764/0.013%
                               of EVM
Michael W. Weilheimer          Vice President                6,006       4,832        1,174/0.003%
                               of EVM
Wharton P. Whitaker            President                   289,640     155,080      134,560/0.374%
                               of EVD
Sue Wilder                     Vice President               19,592       4,832       14,760/0.041%
                               of EVD
Eric G. Woodbury               Vice President               12,858      12,452          406/0.001%
                               of EVM
9
Sales under this Prospectus may also be made by certain unnamed persons who
are employees of, but not  directors,  officers or  controlling  persons of, the
Company who hold the lesser of (1) 1,000  shares of  Non-Voting  Common Stock or
(2) 1% of the  shares  of  Non-Voting  Common  Stock  issuable  under any of the
Company's stock option plans covering Shares to be offered under this Prospectus
(the "De Minimus Amount"). The amount of Shares that may be sold by each of such
unnamed persons under this Prospectus may not exceed the De Minimis Amount.

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

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

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

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

     The Selling  Shareholders have advised the Company that during such time as
they may be engaged in a distribution  of the Shares they will comply with Rules
10b-2,  10b-6 and 10b-7 under the Exchange Act (as those Rules are  described in
more detail below) and, in connection  therewith,  the Selling Shareholders have

                                       10
agreed  not to engage  in any  stabilization  activity  in  connection  with the
Company's securities,  to furnish to each broker-dealer through which the Shares
may be offered  copies of this  Prospectus,  and not to bid for or purchase  any
securities of the Company or attempt to induce any person to purchase any of the
Company's  securities  except as permitted  under the Exchange  Act. The Selling
Shareholders  have also agreed to inform the Company  when the  distribution  of
their respective Shares is completed.

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

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

     The Company will pay certain  expenses  incidental to the offering and sale
of the Shares to the public  estimated to be approximately  $8,000.  The Company
will not pay for, among other expenses, selling expenses, underwriting discounts
or fees and expenses of counsel for the Selling Shareholders.

DESCRIPTION OF NON-VOTING COMMON STOCK
--------------------------------------------------------------------------------

     The Company is authorized to issue 47,680,000  shares of Non-Voting  Common
Stock,  $.015625 par value. The Company's Articles of Incorporation provide that
the  holders  of  Non-Voting  Common  Stock  have no  voting  rights  under  any
circumstances  whatsoever.  Shares of  Non-Voting  Common  Stock are  registered
pursuant  to Section 12 of the  Exchange  Act and are traded on the NYSE.  It is
sales  of  Shares  of the  Company's  Non-Voting  Common  Stock  to  which  this
Prospectus  relates.  These sales, by current or former  directors,  officers or
employees  of  the  Company  or of  its  subsidiaries,  or by  their  respective
pledgees,  donees, trustees,  legatees,  heirs or legal representatives,  are of
previously  unregistered  Shares acquired pursuant to various stock option plans
established by the Company.

     The Non-Voting  Common Stock is neither  redeemable nor convertible and the
holders of the Non-Voting Common Stock have no preemptive rights to purchase any
securities  of  the  Company.  Dividends  may be  paid  to  the  holders  of the
Non-Voting  Common Stock when and if declared by the Board of  Directors  out of
any funds legally available therefor. All voting rights are vested in the voting
Common  Stock  (described  below);  the  Non-Voting  Common Stock and the voting
Common Stock are otherwise  identical  with respect to dividend  rights,  rights
upon liquidation and all other rights.

                                       11
BankBoston,  N.A., P.O. Box 8040, Boston,  Massachusetts  02266-8040 is the
Registrar and Transfer Agent for the Company's Non-Voting Common Stock.

     The Company is also  authorized  to issue  320,000  shares of voting Common
Stock,  $.015625 par value.  All voting  rights are vested in the voting  Common
Stock.  Each share of voting Common Stock is entitled to participate pro rata in
distributions  upon  liquidation  and to one vote on all matters  submitted to a
vote of  stockholders.  Dividends  may be paid to the  holders of voting  Common
Stock when and if declared by the Board of  Directors  out of any funds  legally
available therefor. Holders of voting Common Stock have no preemptive or similar
rights nor do they have cumulative voting rights. The voting Common Stock is not
publicly traded. All outstanding shares of the voting Common Stock are deposited
in a Voting Trust, of which the Voting Trustees are James B. Hawkes (Chairman of
the   Board,  President,  Chief  Executive   Officer   and  a   Director  of the
Company),  M. Dozier  Gardner  (Vice-Chairman  and a Director  of the  Company),
Benjamin A.  Rowland,  Jr. (a Vice  President  and a Director  of the  Company),
Thomas E. Faust, Jr. (an Officer of subsidiaries of the Company), Alan R. Dynner
(a  Vice  President  of  the  Company),  Wharton  P.  Whitaker  (an  Officer  of
subsidiaries  of the  Company),  and  William  M.  Steul (a Vice  President  and
Treasurer of the  Company).  The Voting Trust  expires on October 30, 2000.  The
Voting  Trustees  have  unrestricted  voting  rights  for  the  election  of the
Company's  Directors  and inasmuch as the seven  Voting  Trustees of said Voting
Trust have  unrestricted  voting rights with respect to said voting Common Stock
(except that the Voting Trust  Agreement  provides that any action of the Voting
Trustees to approve (1) the sale, mortgage or pledge of all or substantially all
of the Company's  assets,  or (2) a change in the capital structure or powers of
the Company,  or (3) a merger,  consolidation,  reorganization or dissolution of
the Company, or (4) an amendment to or a termination of the Voting Trust, or (5)
the  addition of a Voting  Trustee,  or the  removal of a Voting  Trustee by the
other Voting Trustees, or (6) the renewal of the term of the Voting Trust, shall
require the written consent of the holders of Voting Trust receipts representing
a majority of such Stock subject at the time to the Voting  Trust),  they may be
deemed to be beneficial owners of all of the Company's outstanding voting Common
Stock. The Voting Trust agreement provides that the Voting Trustees shall act by
majority if there be three or more  Voting  Trustees;  otherwise  they shall act
unanimously.  All  outstanding  Voting Trust  Receipts  issued under said Voting
Trust are owned by the Voting Trustees.  As at August 26, 1998, Messrs.  Gardner
and Hawkes each owned 24% of such Voting  Trust  Receipts;  Messrs.  Rowland and
Faust owned 15% and 13%,  respectively;  and Messrs.  Dynner, Steul and Whitaker
each owned 8%.

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

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

                                       12
RECENT DEVELOPMENTS
--------------------------------------------------------------------------------

     There have been no  material  changes in the  Company's  affairs  since its
Annual  Report on Form 10-K for the year ended  October  31, 1997 which have not
been described in a Quarterly  Report on Form 10-Q or a periodic  report on Form
8-K. See "Incorporation of Certain Documents by Reference."

                                       13
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Certain Documents by Reference.

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

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

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

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

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

     Item 4. Description of Securities.

     Not applicable.

     Item 5. Interests of Named Experts and Counsel.

     Not applicable.

     Item 6. Indemnification of Directors and Officers.

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

                                       14
served  as a  director,  officer,  trustee,  partner,  employee,  agent or other
representative  of  another   corporation,   joint  stock  company,   syndicate,
association,  firm, trust,  partnership or other entity, against all liabilities
and  expenses,   including  without  limitation   attorneys' fees and judgments,
penalties,  fines and amounts paid in  settlement,  reasonably  incurred by such
person in connection with any threatened,  pending or completed action, suit, or
other  proceeding,  whether civil,  criminal,  administrative,  investigative or
legislative,  in which  such  person  may be  involved  or with  which he may be
threatened by reason of serving or having served in such position.

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

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

     Item 7. Exemption from Registration Claimed.

     Not applicable.

     Item 8. Exhibits.

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

Exhibits
--------

4.1  Specimen  certificate  representing  the Non-Voting  Common Stock (see page
     19).

24.2 Consent of Deloitte & Touche LLP, independent accountants (see page 21).

25.1 Power of Attorney (see page 16).

     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;

                                       15
(ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

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

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

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

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

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

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

                                       16
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 26th
day of August, 1998.

                              EATON VANCE CORP.

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

                                POWER OF ATTORNEY

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

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

                                       17
Signature                       Title                              Date
---------                       -----                              ----
                                President, Chief Executive
/s/  James B. Hawkes            Officer and Director             August 26, 1998
----------------------------    (Principal Executive Officer)
     James B. Hawkes

/s/  M. Dozier Gardner          Vice Chairman and Director       August 26, 1998
----------------------------
     M. Dozier Gardner

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

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

/s/  Vincent M. O'Reilly        Director                         August 26, 1998
----------------------------
     Vincent M. O'Reilly

/s/  Benjamin A. Rowland, Jr.   Vice President and Director      August 26, 1998
-----------------------------
     Benjamin A. Rowland, Jr.

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

/s/  William M. Steul           Treasurer (Principal Financial   August 26, 1998
-----------------------------   and Accounting Officer)
     William M. Steul

                                       18
EXHIBIT INDEX

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

4.1       Specimen certificate of Non-Voting Common Stock                  20

24.2      Consent  of Deloitte & Touche LLP, independent                   22 
          accountants.

25.1      Power of Attorney (included in the signature page of             17
          this Registration Statement).

                                       19
EXHIBIT 4.1

NUMBER                                                   SHARES
[ EV       ]                                             [    ]

COMMON STOCK                                             COMMON STOCK

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

                                EATON VANCE CORP.

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

THIS CERTIFIES THAT

IS THE OWNER OF

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

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

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

Dated.

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

                                          BY:
                                                  Authorized Signature

                  TREASURER                                             CHAIRMAN

                                       20
The  following  abbreviations,   when  used  in  the  inscription  of  this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:

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

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

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

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

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

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

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

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

Dated
      ----------------------

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

Signature(s) Guaranteed:

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

                                       21
EXHIBIT 24.2

                          INDEPENDENT AUDITORS CONSENT

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

/s/ Deloitte & Touche LLP
Deloitte & Touche LLP

Boston, Massachusetts
August 26, 1998

                                       22