As filed with the Securities and Exchange Commission on August 13, 1999

                                                        Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

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

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

                             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              price (3)           registration fee (3)
----------          --------------       ---------           ---------           --------------------
<S>                     <C>                 <C>            <C>                       <C>

Non-Voting              691,924             (2)            $15,922,639.82            $4,426.49
Common Stock             shares
$.015625 par value
---------------------------------------------------------------------------------------------------------
</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)  Options  granted  under the Plan may be  exercised  at prices  ranging from
     $20.1250 to $36.50 per share.

(3)  Pursuant to Rule 457(h) under the Securities  Act of 1933, as amended,  the
     aggregate  offering price and  registration fee are computed upon the basis
     of the aggregate price at which the options  covering the maximum number of
     shares may be exercised under the Plan.

                               Page 1 of 12 pages.
                           Exhibit Index is on page 9.


<PAGE>
                                EXPLANATORY NOTE


     This  Registration  Statement  has been  prepared  in  accordance  with the
requirements  of  General  Instruction  D to  Form  S-8.  The  purpose  of  this
Registration Statement is to register 691,924 shares of Non-Voting Common Stock,
$.015625 par value per share (the "Stock"),  of Eaton Vance Corp. (the "Company"
or the  "Registrant"),  which shares have been  reserved  for issuance  upon the
exercise of options to purchase  Stock granted  pursuant to the  Company's  1998
Stock Option Plan.

     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>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.
        ----------------------------------------

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

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

     (b)  the  Company's  Annual  Report on Form 10-K for the year ended October
          31, 1998 and the Exhibits  thereto,  filed under  Section 15(d) of the
          Securities Exchange Act of 1934;

     (c)  the Company's  quarterly  reports on Form 10-Q for the quarters  ended
          January 31, 1999 and April 30, 1999,  filed under Section 15(d) of the
          Securities Exchange Act of 1934;

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

     (e)  all other  reports  filed by the Company  pursuant to Section 13(a) or
          15(d) of the  Securities  Exchange Act of 1934 since  October 31, 1998
          and prior to the termination of the offering of securities  covered by
          this Registration Statement.

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

Item 4. Description of Securities.
        --------------------------

     Not applicable.

Item 5. Interests of Named Experts and Counsel.
        ---------------------------------------

                                  LEGAL OPINION

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


                                       3
<PAGE>
                                     EXPERTS

     The financial  statements  and the related  financial  statement  schedules
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended  October 31,  1998 have been  audited by Deloitte &
Touche LLP, independent  auditors,  as stated in their reports (which express an
unqualified opinion and include an explanatory paragraph relating to a change in
the method of accounting  for offering  costs  incurred in  connection  with the
distribution  of closed-end  funds in 1998),  which are  incorporated  herein by
reference,  and have been so  incorporated  in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.

Item 6. Indemnification of Directors and Officers.
        ------------------------------------------

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

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

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

Item 7. Exemption from Registration Claimed.
        ------------------------------------

     Not applicable.

Item 8. Exhibits.
        ---------

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

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


                                       4
<PAGE>
     5.1  Opinion of Piper & Marbury L.L.P.,  as to legality of the shares being
          registered (see Page 10).

     23.1 Consent of Deloitte & Touche LLP (See Page 11).

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

     24.1 Power of Attorney (See Page 12).

     99.1 Copy of  Registrant's  1998 Stock  Option Plan is filed as Exhibit No.
          10.1 to the  quarterly  Report  on Form  10-Q of the  Company  for the
          fiscal  quarter  ended  July 31,  1998  (SEC File No.  1-8100)  and is
          incorporated herein by reference.

Item 9. Undertakings.
        -------------

     1. The Company hereby undertakes:

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

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

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

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

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

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

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

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


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

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


                                       6
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Boston,  Commonwealth of Massachusetts,  on this 13th
day of August, 1999.

                              EATON VANCE CORP.



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


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

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

/s/ James B. Hawkes           President, Chief Executive         August 13, 1999
-------------------------     Officer and Director
James B. Hawkes               (Principal Executive Officer)


John G.L. Cabot*              Director                           August 13, 1999
--------------------------
John G.L. Cabot


John M. Nelson*               Director                           August 13, 1999
--------------------------
John M. Nelson


Vincent M. O'Reilly*          Director                           August 13, 1999
--------------------------
Vincent M. O'Reilly


Benjamin A. Rowland, Jr.*     Director                           August 13, 1999
--------------------------
Benjamin A. Rowland, Jr.


Ralph Z. Sorenson*            Director                           August 13, 1999
--------------------------
Ralph Z. Sorenson


/s/ William M. Steul          Treasurer (Principal               August 13, 1999
--------------------------    Financial Officer)
William M. Steul


/s/ Laurie G. Russell         Vice President (Principal          August 13, 1999
---------------------------   Accounting Officer)
Laurie G. Russell


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


                                       8
<PAGE>
                                  EXHIBIT INDEX


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

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

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

Exhibit 23.1 (Consent of Deloitte & Touche LLP) (filed herewith)..............11

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

Exhibit 24.1 (Power of Attorney) (filed herewith).............................12

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).................................................................21


                                       9
<PAGE>
                                                                     Exhibit 5.1
                                 PIPER & MARBURY
                                     L.L.P.
                              Charles Center South
                             36 South Charles Street
                         Baltimore, Maryland 21201-3018
                                  410-550-2530
                                Fax: 410-530-0489

                                                                 August 13, 1999

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

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

Dear Ladies and Gentlemen:

     We have  acted as  Maryland  counsel  for Eaton  Vance  Corp.,  a  Maryland
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 which is being filed by the Company  under the  Securities  Act of 1933,  as
amended, (the "Registration  Statement"),  and which registers 691,924 shares of
the Non-Voting  Common Stock of the Company (the "Shares") to be issued pursuant
to the Company's 1998 Stock Option Plan (the "Plan").

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

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

     The  opinions  expressed  above  are  limited  to the laws of the  State of
Maryland,  exclusive  of the  securities  or  "blue  sky"  laws of the  State of
Maryland.

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

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


                                       10
<PAGE>
                                                                    Exhibit 23.1


INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Eaton Vance  Corp.  on Form S-8 of our reports  dated  November  24, 1998 (which
express an unqualified opinion and include an explanatory  paragraph relating to
a change in the method of accounting  for offering  costs incurred in connection
with  the  distribution  of  closed-end   funds  in  1998),   appearing  in  and
incorporated by reference in the Annual Report on Form 10-K of Eaton Vance Corp.
for the year  ended  October  31,  1998,  and to the  reference  to us under the
heading  "Experts"  in the  prospectus,  which  is  part  of  this  Registration
Statement.


/s/ Deloitte & Touche LLP

Boston, Massachusetts
August 13, 1999


                                       11
<PAGE>
                                                                    Exhibit 24.1

                                POWER OF ATTORNEY


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

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

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

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


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


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


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


                                       12
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR EVC 1998 STOCK OPTION PLAN", "secsgml_size_bytes": 25621}]
{"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": "333-85137", "film-number": "99688070"}, "business-address": {"street1": "THE EATON VANCE BUILDING", "street2": "255 STATE STREET", "city": "BOSTON", "state": "MA", "zip": "02109", "phone": "6174828260"}, "mail-address": {"street1": "THE EATON VANCE BUILDING", "street2": "255 STATE STREET", "city": "BOSTON", "state": "MA", "zip": "02109"}}
As filed with the Securities and Exchange Commission on August 13, 1999

                                                        Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

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

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

                             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              price (3)           registration fee (3)
----------          --------------       ---------           ---------           --------------------
Non-Voting              691,924             (2)            $15,922,639.82            $4,426.49
Common Stock             shares
$.015625 par value
---------------------------------------------------------------------------------------------------------
(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)  Options  granted  under the Plan may be  exercised  at prices  ranging from
     $20.1250 to $36.50 per share.

(3)  Pursuant to Rule 457(h) under the Securities  Act of 1933, as amended,  the
     aggregate  offering price and  registration fee are computed upon the basis
     of the aggregate price at which the options  covering the maximum number of
     shares may be exercised under the Plan.

                               Page 1 of 12 pages.
                           Exhibit Index is on page 9.
EXPLANATORY NOTE

     This  Registration  Statement  has been  prepared  in  accordance  with the
requirements  of  General  Instruction  D to  Form  S-8.  The  purpose  of  this
Registration Statement is to register 691,924 shares of Non-Voting Common Stock,
$.015625 par value per share (the "Stock"),  of Eaton Vance Corp. (the "Company"
or the  "Registrant"),  which shares have been  reserved  for issuance  upon the
exercise of options to purchase  Stock granted  pursuant to the  Company's  1998
Stock Option Plan.

     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
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
        ----------------------------------------

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

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

     (b)  the  Company's  Annual  Report on Form 10-K for the year ended October
          31, 1998 and the Exhibits  thereto,  filed under  Section 15(d) of the
          Securities Exchange Act of 1934;

     (c)  the Company's  quarterly  reports on Form 10-Q for the quarters  ended
          January 31, 1999 and April 30, 1999,  filed under Section 15(d) of the
          Securities Exchange Act of 1934;

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

     (e)  all other  reports  filed by the Company  pursuant to Section 13(a) or
          15(d) of the  Securities  Exchange Act of 1934 since  October 31, 1998
          and prior to the termination of the offering of securities  covered by
          this Registration Statement.

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

Item 4. Description of Securities.
        --------------------------

     Not applicable.

Item 5. Interests of Named Experts and Counsel.
        ---------------------------------------

                                  LEGAL OPINION

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

                                       3
EXPERTS

     The financial  statements  and the related  financial  statement  schedules
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended  October 31,  1998 have been  audited by Deloitte &
Touche LLP, independent  auditors,  as stated in their reports (which express an
unqualified opinion and include an explanatory paragraph relating to a change in
the method of accounting  for offering  costs  incurred in  connection  with the
distribution  of closed-end  funds in 1998),  which are  incorporated  herein by
reference,  and have been so  incorporated  in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.

Item 6. Indemnification of Directors and Officers.
        ------------------------------------------

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

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

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

Item 7. Exemption from Registration Claimed.
        ------------------------------------

     Not applicable.

Item 8. Exhibits.
        ---------

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

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

                                       4
5.1  Opinion of Piper & Marbury L.L.P.,  as to legality of the shares being
          registered (see Page 10).

     23.1 Consent of Deloitte & Touche LLP (See Page 11).

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

     24.1 Power of Attorney (See Page 12).

     99.1 Copy of  Registrant's  1998 Stock  Option Plan is filed as Exhibit No.
          10.1 to the  quarterly  Report  on Form  10-Q of the  Company  for the
          fiscal  quarter  ended  July 31,  1998  (SEC File No.  1-8100)  and is
          incorporated herein by reference.

Item 9. Undertakings.
        -------------

     1. The Company hereby undertakes:

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

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

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

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

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

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

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

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

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

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

                                       6
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Boston,  Commonwealth of Massachusetts,  on this 13th
day of August, 1999.

                              EATON VANCE CORP.

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

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

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

/s/ James B. Hawkes           President, Chief Executive         August 13, 1999
-------------------------     Officer and Director
James B. Hawkes               (Principal Executive Officer)

John G.L. Cabot*              Director                           August 13, 1999
--------------------------
John G.L. Cabot

John M. Nelson*               Director                           August 13, 1999
--------------------------
John M. Nelson

Vincent M. O'Reilly*          Director                           August 13, 1999
--------------------------
Vincent M. O'Reilly

Benjamin A. Rowland, Jr.*     Director                           August 13, 1999
--------------------------
Benjamin A. Rowland, Jr.

Ralph Z. Sorenson*            Director                           August 13, 1999
--------------------------
Ralph Z. Sorenson

/s/ William M. Steul          Treasurer (Principal               August 13, 1999
--------------------------    Financial Officer)
William M. Steul

/s/ Laurie G. Russell         Vice President (Principal          August 13, 1999
---------------------------   Accounting Officer)
Laurie G. Russell

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

                                       8
EXHIBIT INDEX

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

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

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

Exhibit 23.1 (Consent of Deloitte & Touche LLP) (filed herewith)..............11

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

Exhibit 24.1 (Power of Attorney) (filed herewith).............................12

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).................................................................21

                                       9
Exhibit 5.1
                                 PIPER & MARBURY
                                     L.L.P.
                              Charles Center South
                             36 South Charles Street
                         Baltimore, Maryland 21201-3018
                                  410-550-2530
                                Fax: 410-530-0489

                                                                 August 13, 1999

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

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

Dear Ladies and Gentlemen:

     We have  acted as  Maryland  counsel  for Eaton  Vance  Corp.,  a  Maryland
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 which is being filed by the Company  under the  Securities  Act of 1933,  as
amended, (the "Registration  Statement"),  and which registers 691,924 shares of
the Non-Voting  Common Stock of the Company (the "Shares") to be issued pursuant
to the Company's 1998 Stock Option Plan (the "Plan").

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

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

     The  opinions  expressed  above  are  limited  to the laws of the  State of
Maryland,  exclusive  of the  securities  or  "blue  sky"  laws of the  State of
Maryland.

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

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

                                       10
Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Eaton Vance  Corp.  on Form S-8 of our reports  dated  November  24, 1998 (which
express an unqualified opinion and include an explanatory  paragraph relating to
a change in the method of accounting  for offering  costs incurred in connection
with  the  distribution  of  closed-end   funds  in  1998),   appearing  in  and
incorporated by reference in the Annual Report on Form 10-K of Eaton Vance Corp.
for the year  ended  October  31,  1998,  and to the  reference  to us under the
heading  "Experts"  in the  prospectus,  which  is  part  of  this  Registration
Statement.

/s/ Deloitte & Touche LLP

Boston, Massachusetts
August 13, 1999

                                       11
Exhibit 24.1

                                POWER OF ATTORNEY

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

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

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

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

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

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

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

                                       12