As filed with the Securities and Exchange Commission on June 26, 2000
                                                  Registration No.
                                                                   -------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

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

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

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

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

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
------------------------------------------------------------------------------------------------------------------------
                                                        Proposed                Proposed
          Title of                                      maximum                 maximum
         Securities                                     offering                aggregate
            to be               Amount to be            price per               offering                Amount of
         registered             registered (1)          share (2)               price                   registration fee
         ----------             --------------          ---------               -----                   ----------------
<S>                                 <C>                 <C>                     <C>                     <C>
Non-Voting Common Stock             3,000               $ 22.9375               $     68,812.50         $    18.17
$.015625 par value                565,700               $ 34.3750               $ 19,445,937.50         $ 5,133.73
                                    5,800               $ 37.8125               $    219,312.50         $    57.90
                                    6,748               $ 35.5625               $    239,975.75         $    63.35
                                   22,000               $ 43.0625               $    947,375.00         $   250.11
                                    1,418               $ 42.3125               $     59,999.13         $    15.84
                                2,303,410               $ 46.1875 (3)           $106,388,749.38         $28,086.63
------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(2)  Inserted  solely  for the  purpose  of  calculating  the  registration  fee
     pursuant to Rule 457(h)(1).

(3)  As  instructed by Rule  457(h)(1)  and  estimated in  accordance  with Rule
     457(c)  based  upon the  average of the high and low prices on The New York
     Stock Exchange on June 23, 2000.

                               Page 1 of 8 pages.
                           Exhibit Index is on page 5.


<PAGE>
                                EXPLANATORY NOTE

     This  Registration  Statement  has been  prepared  in  accordance  with the
requirements  of General  Instructions  D and E to Form S-8. The purpose of this
Registration  Statement is to register 2,908,076 additional shares of Non-Voting
Common  Stock,  $.015625  par value  per  share,  issued  or to be issued  under
Registrant's  1998 Stock Option Plan. The contents of a  Registration  Statement
filed  August 13, 1999 for the same  purpose but  relating to  different  shares
(File No.  333-85137  - Accession  No.  0000350797-99-000002)  are  incorporated
herein by reference.

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


                                       2
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Boston,  Commonwealth of Massachusetts,  on this 27th
day of April, 2000.

                                EATON VANCE CORP.


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


                                POWER OF ATTORNEY

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


                                       3
<PAGE>
     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

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

/s/ James B. Hawkes             President, Chief Executive        April 27, 2000
---------------------------      Officer and Director
James B. Hawkes                  (Principal Executive Officer)

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

/s/ John M. Nelson              Director                          April 27, 2000
---------------------------
John M. Nelson

/s/ Vincent M. O'Reilly         Director                          April 27, 2000
---------------------------
Vincent M. O'Reilly

/s/ Leo I. Higdon               Director                          April 27, 2000
---------------------------
Leo I. Higdon

/s/ Ralph Z. Sorenson           Director                          April 27, 2000
---------------------------
Ralph Z. Sorenson

/s/ William M. Steul            Treasurer (Principal              April 27, 2000
---------------------------      Financial Officer)
William M. Steul

/s/ Laurie G. Russell           Chief Accounting                  April 27, 2000
---------------------------      Officer
Laurie G. Russell


                                       4
<PAGE>
                                  EXHIBIT INDEX

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

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

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

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

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

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

Exhibit 99.1 (Copy of Registrant's 1998 Stock
Option Plan is filed as Exhibit No. 10.1 to
Registrant's Form 10-Q for the fiscal quarter
ended July 31, 1998 and is incorporated
herein by reference).........................................................N/A


                                       5
<PAGE>



                                                                     Exhibit 5.1
                         [NIXON PEABODY LLP LETTERHEAD]
                                    Suite 900
                              401 9th Street, N.W.
                           Washington, D.C. 20004-2128
                                 (202) 585-8000
                               Fax: (202) 585-8080

                                                June 22, 2000

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

Ladies and Gentlemen:

     We have  acted as  special  counsel  for  Eaton  Vance  Corp.,  a  Maryland
corporation (the "Company"),  in connection with the preparation and filing with
the  Securities  and Exchange  Commission  under the  Securities Act of 1933, as
amended (the "Act"), of a Registration  Statement on Form S-8 (the "Registration
Statement")  relating to the offering of up to and  including  2,908,076  shares
(the "Shares") of the Company's  non-voting  common stock,  $0.015625 par value,
pursuant to the Company's 1998 Stock Option Plan (the "Plan").

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

     (i)   the Registration Statement;

     (ii)  the Plan;

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

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

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

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

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

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


                                       6
<PAGE>
Eaton Vance Corp.
June 22, 2000
Page 2


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

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

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

                                Very truly yours,

                                /s/ Nixon Peabody LLP
                                --------------------------------
                                Nixon Peabody LLP


                                       7
<PAGE>
                                                                    Exhibit 23.1
                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Eaton Vance Corp.  on Form S-8 of our report dated  November  30,  1999,  (which
expresses an unqualified opinion and includes an explanatory  paragraph relating
to a  change  in the  method  of  accounting  for  offering  costs  incurred  in
connection with the  distribution  of closed end funds)  appearing in the Annual
Report on Form 10-K of Eaton Vance Corp. for the year ended October 31, 1999 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
June 26, 2000


                                       8
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "S-8 FOR EVC 1998 STOCK OPTION PLAN", "secsgml_size_bytes": 14909}]
{"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": "333-40112", "film-number": "660769"}, "business-address": {"street1": "255 STATE STREET", "city": "BOSTON", "state": "MA", "zip": "02109", "phone": "6174828260"}, "mail-address": {"street1": "255 STATE STEET", "street2": "11TH FLOOR", "city": "BOSTON", "state": "MA", "zip": "02109"}}
As filed with the Securities and Exchange Commission on June 26, 2000
                                                  Registration No.
                                                                   -------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

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

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

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

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

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

                         CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------
                                                        Proposed                Proposed
          Title of                                      maximum                 maximum
         Securities                                     offering                aggregate
            to be               Amount to be            price per               offering                Amount of
         registered             registered (1)          share (2)               price                   registration fee
         ----------             --------------          ---------               -----                   ----------------
Non-Voting Common Stock             3,000               $ 22.9375               $     68,812.50         $    18.17
$.015625 par value                565,700               $ 34.3750               $ 19,445,937.50         $ 5,133.73
                                    5,800               $ 37.8125               $    219,312.50         $    57.90
                                    6,748               $ 35.5625               $    239,975.75         $    63.35
                                   22,000               $ 43.0625               $    947,375.00         $   250.11
                                    1,418               $ 42.3125               $     59,999.13         $    15.84
                                2,303,410               $ 46.1875 (3)           $106,388,749.38         $28,086.63
------------------------------------------------------------------------------------------------------------------------
(1)  Plus such  additional  number of shares as may be issuable  pursuant to the
     Plan in the  event  of a stock  dividend,  stock  split,  recapitalization,
     reorganization, merger or other similar corporate transaction or event.

(2)  Inserted  solely  for the  purpose  of  calculating  the  registration  fee
     pursuant to Rule 457(h)(1).

(3)  As  instructed by Rule  457(h)(1)  and  estimated in  accordance  with Rule
     457(c)  based  upon the  average of the high and low prices on The New York
     Stock Exchange on June 23, 2000.

                               Page 1 of 8 pages.
                           Exhibit Index is on page 5.
EXPLANATORY NOTE

     This  Registration  Statement  has been  prepared  in  accordance  with the
requirements  of General  Instructions  D and E to Form S-8. The purpose of this
Registration  Statement is to register 2,908,076 additional shares of Non-Voting
Common  Stock,  $.015625  par value  per  share,  issued  or to be issued  under
Registrant's  1998 Stock Option Plan. The contents of a  Registration  Statement
filed  August 13, 1999 for the same  purpose but  relating to  different  shares
(File No.  333-85137  - Accession  No.  0000350797-99-000002)  are  incorporated
herein by reference.

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

                                       2
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Boston,  Commonwealth of Massachusetts,  on this 27th
day of April, 2000.

                                EATON VANCE CORP.

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

                                POWER OF ATTORNEY

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

                                       3
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

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

/s/ James B. Hawkes             President, Chief Executive        April 27, 2000
---------------------------      Officer and Director
James B. Hawkes                  (Principal Executive Officer)

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

/s/ John M. Nelson              Director                          April 27, 2000
---------------------------
John M. Nelson

/s/ Vincent M. O'Reilly         Director                          April 27, 2000
---------------------------
Vincent M. O'Reilly

/s/ Leo I. Higdon               Director                          April 27, 2000
---------------------------
Leo I. Higdon

/s/ Ralph Z. Sorenson           Director                          April 27, 2000
---------------------------
Ralph Z. Sorenson

/s/ William M. Steul            Treasurer (Principal              April 27, 2000
---------------------------      Financial Officer)
William M. Steul

/s/ Laurie G. Russell           Chief Accounting                  April 27, 2000
---------------------------      Officer
Laurie G. Russell

                                       4
EXHIBIT INDEX

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

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

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

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

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

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

Exhibit 99.1 (Copy of Registrant's 1998 Stock
Option Plan is filed as Exhibit No. 10.1 to
Registrant's Form 10-Q for the fiscal quarter
ended July 31, 1998 and is incorporated
herein by reference).........................................................N/A

                                       5
Exhibit 5.1
                         [NIXON PEABODY LLP LETTERHEAD]
                                    Suite 900
                              401 9th Street, N.W.
                           Washington, D.C. 20004-2128
                                 (202) 585-8000
                               Fax: (202) 585-8080

                                                June 22, 2000

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

Ladies and Gentlemen:

     We have  acted as  special  counsel  for  Eaton  Vance  Corp.,  a  Maryland
corporation (the "Company"),  in connection with the preparation and filing with
the  Securities  and Exchange  Commission  under the  Securities Act of 1933, as
amended (the "Act"), of a Registration  Statement on Form S-8 (the "Registration
Statement")  relating to the offering of up to and  including  2,908,076  shares
(the "Shares") of the Company's  non-voting  common stock,  $0.015625 par value,
pursuant to the Company's 1998 Stock Option Plan (the "Plan").

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

     (i)   the Registration Statement;

     (ii)  the Plan;

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

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

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

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

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

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

                                       6
Eaton Vance Corp.
June 22, 2000
Page 2

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

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

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

                                Very truly yours,

                                /s/ Nixon Peabody LLP
                                --------------------------------
                                Nixon Peabody LLP

                                       7
Exhibit 23.1
                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Eaton Vance Corp.  on Form S-8 of our report dated  November  30,  1999,  (which
expresses an unqualified opinion and includes an explanatory  paragraph relating
to a  change  in the  method  of  accounting  for  offering  costs  incurred  in
connection with the  distribution  of closed end funds)  appearing in the Annual
Report on Form 10-K of Eaton Vance Corp. for the year ended October 31, 1999 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
June 26, 2000

                                       8