As filed with the Securities and Exchange Commission
on June 27, 1995

                                        Registration No. 33-

               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
                                             Number)

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

                1986 EMPLOYEE STOCK PURCHASE PLAN
                    (Full title of the Plan)

H. Day Brigham, Jr.                     Copy to:
Eaton Vance Corp.                       Pamela J. Wilson, Esq.
24 Federal Street                       Hale and Dorr
Boston, MA  02110                       60 State Street
                                        Boston, MA 02109
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (617) 482-8260

                 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(2)  registration
fee

Non-Voting      100,000       $32.75   $3,275,000   $1,129.31
Common Stock    shares
$.0625 par value

(1)  Plus such additional number of shares as may be required
     pursuant to the Plan in the event of a stock dividend, stock
     split, recapitalization or other similar change in the Non-
     Voting Common Stock.
<PAGE>
(2)  This estimate is made solely for the purpose of determining
     the amount of the registration fee and is based upon the
     price of the Company's Non-Voting Common Stock in the Over-
     the-Counter Market, as reported on the NASDAQ National
     Market System, on June 23, 1995.
<PAGE>
                        EXPLANATORY NOTE


     This Registration Statement has been prepared in accordance
with the requirements of General Instruction E to Form S-8, as
amended.  The purpose of this Registration Statement is to
register an additional 100,000 shares of Non-Voting Common Stock,
$.0625 par value per share (the "Stock"), of Eaton Vance Corp.
(the "Company"), which shares have been reserved for issuance
upon the exercise of rights to purchase Stock granted pursuant to
the Purchase Plan.  An aggregate of 312,000 shares of Stock have
been previously registered for issuance under the Plan.  Of these
312,000 shares, 88,000 shares were registered pursuant to a
Registration Statement on Form S-8 on April 10, 1987 (File No.
33-13217), 100,000 were registered pursuant to a Registration
Statement on Form S-8 on October 11, 1989 (File No. 33-31382) and
124,000 shares were registered pursuant to a Registration
Statement on Form S-8 on September 16, 1991 (File No. 33-42667).

     The Company will deliver a prospectus meeting the
requirements of Part I of Form S-8, as revised in Securities Act
Release No. 33-6867, June 6, 1990, to all persons granted rights
to purchase stock pursuant to the Plan in accordance with the
requirements of Rule 428(b)(3).

     In accordance with General Instruction E to Form S-8, as
amended, the Company has provided the following information,
which information is required in this Registration Statement. 
Moreover, as specifically required by General Instruction E, the
necessary opinion and consents are attached hereto as Exhibits
5.0 and 23.1.
<PAGE>
                 INFORMATION FOR PARTICIPANTS IN
                        EATON VANCE CORP.
  1986 EMPLOYEE STOCK PURCHASE PLAN ("PURCHASE PLAN" OR "PLAN")

                      DATED:  June 27, 1995

   THIS DOCUMENT, TOGETHER WITH THE DOCUMENTS INCORPORATED BY
       REFERENCE HEREIN, CONSTITUTES A PROSPECTUS COVERING
              SECURITIES THAT HAVE BEEN REGISTERED
                UNDER THE SECURITIES ACT OF 1933.

    EACH PARTICIPANT WILL BE GIVEN A COPY OF THE MOST RECENT
       EATON VANCE CORP. ANNUAL REPORT SIMULTANEOUSLY WITH
          THE RECEIPT OF THIS DOCUMENT UNLESS HE OR SHE
      HAS ALREADY RECEIVED SUCH REPORT FROM THE COMPANY.<PAGE>
                       
                      Rule 428 (b) (1)
                                             File No. 33-


                        EATON VANCE CORP.
  1986 EMPLOYEE STOCK PURCHASE PLAN ("PURCHASE PLAN" OR "PLAN")



     This document, together with (i) the statement appearing on
page 9 of this document advising participants of the availability
of Exchange Act reports and other documents incorporated by
reference and (ii) such incorporated reports and documents, are
hereinafter referred to, collectively, as the "Prospectus".

     This Prospectus relates to shares of Non-Voting Common
Stock, $.0625 par value per share (the "Stock"), of Eaton Vance
Corp. (the "Company") not exceeding in the aggregate 412,000
shares which have been reserved for issuance under the Purchase
Plan.

     This Prospectus is not available for reoffers or resales of
Stock acquired by "affiliates" of the Company (as defined by the
Securities Act of 1933 and Rules 144 and 405 promulgated
thereunder).

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

     This Prospectus also covers such additional shares as may be
issuable under the Purchase Plan in the event of a stock
dividend, stock split, recapitalization or other similar change
in the Stock.


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


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


                                                           Page #

Description of the Purchase Plan                            4

     General Information                                    4

     Eligibility                                            4

     Terms and Conditions                                   4-6

     Termination and Amendment                              7

     Other Information                                      7

     Federal Income Tax Consequences                        7-8

Administration of the Plan                                  8

Description of Non-Voting Common Stock                      9

Additional information about Eaton Vance Corp.              9

Legal Opinion                                               9<PAGE>
               

 DESCRIPTION OF THE PURCHASE PLAN

GENERAL INFORMATION

     The Company's 1986 Employee Stock Purchase Plan (the
"Purchase Plan" or the "Plan") is intended to qualify as an
"employee stock purchase plan" under Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code").  In addition, the
plan provides certain employees who are not eligible to receive
favorable tax treatment under Section 423 of the Code with the
right to purchase shares on a nonqualified basis.  The Purchase
Plan became effective as of October 31, 1986, the date it was
adopted by the Board of Directors, and was subsequently approved
by the shareholders of the Company.  The Board of Directors voted
on January 6, 1995 to amend the Purchase Plan by increasing from
312,000 to 412,000 the number of shares of Non-Voting Common
Stock, $.0625 par value, of the Company (the "Stock") for
issuance upon the exercise of the right to purchase such shares. 
The purpose of the Purchase Plan is to provide a method for
employees of the Company to have an opportunity to participate in
the growth and development of the Company by acquiring a
proprietary interest in it through the purchase of Stock.

ELIGIBILITY

     Participation in the Purchase Plan is completely voluntary. 
Any person who has been employed by the Company (or any of its
subsidiaries, the employees of which have been designated by the
Administrator (as defined below) as eligible to participate in
the Plan) on a full-time basis for at least twelve consecutive
months prior to the first day of any offering period is eligible
to participate in the Plan for that offering period.  Full-time
employees include all employees who customarily work in excess of
twenty hours per week and more than five months per calendar
year.

TERMS AND CONDITIONS

     Offering Dates.  The Purchase Plan is implemented by one or
more offerings (each of which is an "Offering") from time to time
and for such time period ("Offering Period") as determined by the
Board of Directors of the Company or other administrator of the
Plan appointed by the Board of Directors (the "Administrator"). 
Each such Offering Period shall be no longer than twenty-seven
(27) months in duration.  At the start of each Offering Period,
the Administrator will advise each eligible employee of the
maximum number of shares that the employee may purchase under the
Offering.  No rights may be granted under the Plan after November
1, 1996.

     Participation in the Plan.  Eligible employees become
participants in the Purchase Plan by delivering to the
Administrator prior to the commencement of an Offering Period an
enrollment form authorizing payroll deductions and/or indicating
that some or all of the purchase price of the Stock will be paid
by one or more lump sum payments if permitted by the
Administrator.  Although under the Plan the Administrator may
permit payment by lump sum, no lump sum payments are currently
permitted.

     Under the Plan, a participant may elect on the enrollment
form a percentage of the participant's base salary that may be
withheld or paid by lump sum during the Offering Period and used
to exercise the purchase right.  This percentage may not exceed
fifteen percent (15%) of the employee's annual base rate of
compensation on the date the employee elects to participate in
the Offering.  In addition, a participant's right to purchase
Stock under the Plan (and any other employee stock purchase plan
maintained by the Company or its subsidiaries) cannot accrue at a
rate that would permit the employee to purchase more than $25,000
worth of Stock (determined at the fair market value of the Stock
as of the date such right is granted) for each calendar year in
which such right is outstanding.  An employee who becomes
eligible to participate in the Plan after the commencement of an
Offering must wait until the commencement of the next Offering.

     Purchase Price.  The purchase price per share at which
shares of Stock are sold in an Offering under the Purchase Plan
is the lower of 90% of the fair market value of a share of Stock
on the day of commencement of the Offering Period or 90% of the
fair market value of a share of Stock on the last day of the
Offering Period.  The Administrator has discretion to establish a
purchase price other than 90% of such amounts but in no event
less than 85% of such amounts.  The fair market value of the
Stock on a given date is determined by the Administrator, based
upon the price at which the last trade on that date on the over-
the-counter market was effected, as reported on the NASDAQ
National Market System.

     Payment of Purchase Price: Payroll Deductions. Lump-sum
Payments.  The purchase price of the shares of Stock will be
accumulated through payroll deductions or, if the Administrator
so determines, through lump sum payments or both over the term of
the Offering Period.  A participant may discontinue his
participation in the Plan in whole but not in part at any time
prior to the end of an Offering Period.  A participant may not
increase or decrease the rate of payroll deductions at any time
during the Offering Period.  Normally, payroll deductions
commence on the first payday following the start of the Offering
Period and continue at the same rate until the end of the
Offering Period unless sooner terminated as provided in the Plan.

     All payroll deductions (and lump sum payments, if
applicable) are credited to the participant's account under the
Plan and are deposited with the general funds of the Company.  To
the extent that an employee's payroll deductions (or lump sum
payments, if applicable) exceed the amount required to purchase
the whole number of shares of Stock subject to his right to
purchase, such excess will either be carried forward to the next
Offering or refunded to the employee without interest, at the
employee's election.  All payroll deductions (and lump sum
payments, if applicable) received or held by the Company may be
used by the Company for any corporate purpose.

     Purchase of Stock: Exercise of Right to Purchase.  By
executing an enrollment form to participate in an Offering under
the Purchase Plan, the employee subscribes to purchase as many
full shares of Stock as he would be able to buy with his payroll
deductions (and lump sum payments, if applicable) credited to his
account during the Offering Period at the purchase price
described above.  See "Purchase Price", above.  Unless the
employee's participation is discontinued, his right to purchase
shares of Stock will be exercised automatically at the end of the
Offering Period or other exercise date at the applicable price. 
See "Withdrawal", below.

     Effective with respect to any Offering Period beginning on
or after November 1, 1991, participants shall not receive Stock
certificates issued upon exercise of a right granted hereunder
until the earliest of

     (a)  the first annual anniversary date of the exercise date
     (the last day of the Offering Period) on which the shares of
     Stock evidenced by the certificate were purchased,

     (b)  the participant's death, or

     (c)  the date on which the participant presents proof
     satisfactory to the Company that he or she has either become
     disabled within the meaning of Code Section 22(e)(3) or
     needs such shares of Stock on account of Hardship (as
     defined below).

     The Company or such agent as it designates shall hold such
Stock certificates in escrow pending their release to the
participant (or, if the participant has died, to such beneficiary
or beneficiaries as the participant has designated in writing
during his or her lifetime to the Company, or if the participant
has not made such a designation, to his or her surviving spouse,
or if none, to the participant's estate, without interest).

     Hardship shall mean the occurrence of one or more of the
following events: (a) a death within the participant's immediate
family, (b) extraordinary medical expenses for one or more
members of the participant's immediate family which are not
covered by insurance programs sponsored by the Company, (c) the
education costs of one or more members of the participant's
family, (d) the purchase or renovation of a principal place of
residence of the participant, or (e) such other financial
emergency needs as may be approved by the Company on a uniform
and nondiscriminatory basis.

     If the number of shares of Stock which would otherwise be
subject to a right to purchase by all participants at the
beginning of an Offering Period exceeds the number of shares of
Stock then available under the Plan or the maximum number of
shares of Stock which the Administrator has made available for
that Offering, a pro rata allocation of the shares remaining
shall be made in as equitable a manner as is practicable.

     Withdrawal.  A participant's interest in a given Offering
may be terminated in whole, but not in part, by signing and
delivering to the Company a notice of withdrawal from the
Offering.  Such withdrawal may be elected at any time prior to
the end of the applicable Offering Period.  In such event, any
amount credited to the participant's account will be returned,
without interest, to the participant.

     Any withdrawal by a participant of accumulated amounts
credited to the participant for a given Offering automatically
terminates the participant's interest in that Offering.  In
effect, the participant is given a right to purchase which may or
may not be exercised during the Offering Period.  By executing an
enrollment form, the participant does not become obligated to
make the stock purchase; rather, the subscription agreement is
merely an election by the participant to subject shares of Stock
to a right to purchase.  Unless the participant's participation
is discontinued, the right to purchase shares of Stock will be
exercised automatically at the end of the Offering Period, and
the maximum number of full shares of Stock purchasable with the
participant's accumulated contributions will be purchased for the
participant at the applicable price.

     A participant's withdrawal from an Offering does not have
any effect upon the participant's eligibility to participate in
subsequent Offerings under the Plan.

     Termination of Employment.  Termination of a participant's
employment for any reason, including retirement or death,
immediately cancels his or her participation in the Purchase
Plan.  In such event, any amounts credited to the participant's
account will be returned, without interest, to such participant
or, in the case of death, to the person or persons entitled
thereto as specified by the participant on the enrollment form.

     Capital Changes.  In the event of any changes in the
capitalization of the Company, such as mergers, consolidations,
reorganizations, recapitalizations, stock splits or stock
dividends, appropriate adjustments will be made by the Company in
the number of shares of Stock subject to purchase under the Plan
and in the purchase price per share.  In the event of any such
changes in which the Company does not survive, the Company will
enter into an agreement providing for adjustments for then
existing rights to purchase Stock.


     Nonassignability.  No rights of a participant under the
Purchase Plan may be pledged, assigned or transferred for any
reason.

     Reports.  Individual accounts will be maintained for each
participant in the Purchase Plan.  Each participant will receive
as promptly as practicable after the end of an Offering Period a
report of his or her account setting forth the total amount of
any payroll deductions or lump sum payments accumulated, the per
share purchase price, the number of shares purchased and the
remaining cash balance, if any.


TERMINATION AND AMENDMENT

     The Board of Directors may at any time amend or terminate
the Purchase Plan, except that such termination shall not affect
rights previously granted, nor may any amendment make any change
in a right granted prior thereto which would adversely affect the
rights of any participant.  No amendment may be made to the Plan
without the approval of the holders of Voting Common Stock of the
Company if such amendment would increase the number of shares
reserved under the Plan, materially increase the benefits
accruing to participants under the Plan or change the class of
persons eligible to participate under the Plan.

OTHER INFORMATION

     The Purchase Plan is not qualified under Section 401 of the
Code and is not subject to the provisions of the Employee
Retirement Income Security Act of 1974.

     The summary of the Purchase Plan herein does not purport to
be complete, and reference is made to such Purchase Plan, copies
of which have been filed with the Securities and Exchange
Commission, for a full statement of its terms and provisions.

FEDERAL INCOME TAX CONSEQUENCES

     The Purchase Plan is intended to qualify as an employee
stock purchase plan under Section 423 of the Code.  However,
favorable tax treatment under Section 423 is not available for
employees who own 5% or more of the total combined voting power
or value of all classes of stock of the Company ("5% Owners"). 
5% Owners will recognize ordinary income at the time of purchase
of shares in the amount by which the aggregate fair market value
of such shares exceeds the amount paid for such shares under the
Plan.  This ordinary income will be reflected in the 5% Owner's
W-2 statement for the calendar in which such shares are
purchased, and the Company will be entitled to a federal income
tax deduction for the amount included.  Disposition of shares
acquired by 5% Owners under the Plan will result in a capital
gain or loss.  The 5% Owner's basis will be the aggregate fair
market value of such shares on the date purchased, which is the
same value used in determining the amount included in the 5%
Owner's W-2 statement.

     In accordance with Section 423 of the Code, no taxable
income will be recognized by a participant who is not a 5% Owner
either at the time rights are granted or at the time shares are
purchased under the Plan.  The federal income tax treatment upon
disposition of shares purchased under the Plan by a participant
who is not a 5% Owner depends on when such disposition occurs, as
described below:

     1.  Dispositions both Two Years after Date of Grant of Right
     and One Year after Date of Purchase of Shares.  If a
     participant who is not a 5% Owner and who has purchased
     shares of Stock does not dispose of the shares before both
     two years after the date of grant of the right to purchase
     such shares and one year after the purchase date, the
     participant will recognize as ordinary income an amount
     equal to the lesser of (i) the excess of the fair market
     value of the shares on the date of such disposition over the
     purchase price or (ii) the excess of the fair market value
     of the shares on the date the right to purchase was granted
     over the purchase price.  The difference between the
     disposition price and the participant's basis in the shares
     (i.e., the purchase price plus the amount, if any, taxed as
     ordinary income) will be treated as long-term capital gain
     or loss.  No deduction will be allowed to the Company for
     federal income tax purposes.

     2.  Disposition before either Two Years after Date of Grant
     of Right or One Year after Date of Purchase of Shares.  If a
     participant who is not a 5% Owner disposes of the shares of
     Stock before either two years after the date of grant of the
     right to purchase the shares or one year after the purchase
     date, the participant will recognize as ordinary income an
     amount equal to the fair market value of the shares on the
     date of purchase minus the purchase price for the shares. 
     In addition, the participant will recognize a capital gain
     or loss in an amount equal to the difference between the
     amount realized upon the disposition of the shares and the
     participant's basis in the shares (i.e., the purchase price
     plus the amount taxed as ordinary income).  Such capital
     gain or loss will be treated as long-term or short-term
     capital gain or loss depending on how long after the
     purchase date the disposition occurs.  The Company will be
     entitled to a deduction in an amount equal to the amount
     recognized by the participant as ordinary income upon such a
     disqualifying disposition.

     Generally, a capital gain or loss is long-term if the
property giving rise to the gain or loss was owned for more than
one year; it is short-term if the property was owned for one year
or less.  The holding period for calculating capital gains begins
on the day after the shares of Stock are acquired and the date on
which the shares of Stock are disposed of is included in the
period.  Net capital gain, the excess of net long-term capital
gain over net short-term capital loss for the year, is taxed at a
maximum rate of 28%.  For 1995, the maximum effective rate at
which ordinary income is taxed is 39.6%.  The amount of ordinary
income of an individual that may be offset by capital losses in
any taxable year is limited to $3,000 ($1,500 for a married
individual filing a separate return.)  Capital loss, whether
long-term or short-term, offsets ordinary income dollar for
dollar.

     The foregoing is only a general summary of federal income
tax provisions relating to participation in the Plan.  For
precise advice as to specific transactions, it will be important
in some cases to consider the state, local and foreign tax
consequences of participation in the Purchase Plan and the
effect, if any, of gift, estate and inheritance taxes.

                   ADMINISTRATION OF THE PLAN

     The Board of Directors has designated the Treasurer of the
Company to administer the Plan.  The Administrator shall
administer, interpret and apply all provisions of the Plan.  The
present Treasurer of the Company is:


     NAME AND ADDRESS              POSITION WITH COMPANY

     William M. Steul              Treasurer
     Eaton Vance Corp.             and Principal
     24 Federal Street             Financial Officer
     Boston, MA  02110
     (617) 482-8260


     The Administrator serves at the pleasure of the Board of
Directors and does not receive additional compensation for
services rendered in administering the Plan.  The current
Treasurer is the beneficial owner of shares of the Company's
Stock.  For additional information about the Plan, participants
may contact the Administrator.
<PAGE>
             DESCRIPTION OF NON-VOTING COMMON STOCK

     A description of the Company's Non-Voting Common Stock is
contained in the Company's Form 8-B, dated February 4, 1981,
which is incorporated herein by reference (see "ADDITIONAL
INFORMATION ABOUT EATON VANCE CORP.").

     The transfer agent and registrar for the Company's Non-
Voting Common Stock is The First National Bank of Boston, P. O.
Box 1865, Boston, Massachusetts 02105.

     The Company's Non-Voting Common Stock is listed for trading
in the over-the-counter market and on the Boston Stock Exchange. 
The Company pays cash dividends quarterly.

         ADDITIONAL INFORMATION ABOUT EATON VANCE CORP.

     The following documents are hereby incorporated by reference
in this Prospectus:

     (a)  the Company's Annual Report to security holders which
          contains audited financial statements for its fiscal
          year ended October 31, 1994;

     (b)  the Company's Annual Report on Form 10-K for the year
          ended October 31, 1994 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, 1995 and April 30, 1995,
          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, 1990 and prior to the
          termination of the offering of securities covered by
          this Registration Statement.

     All documents filed by the Company pursuant to Sections 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 Prospectus and to be a part hereof commencing on the
respective dates on which such documents are filed.

     The Company will furnish without charge to each person to
whom this Prospectus is delivered, upon the oral or written
request of such person, a copy of any or all of the documents
incorporated herein by reference, other than exhibits to such
documents (unless such exhibits are specifically incorporated by
reference into the information incorporated herein by reference). 
The Company shall also deliver to each such person a copy of such
other documents required to be delivered to such persons pursuant
to rule 428(b) under the Securities Act of 1933, as amended,
without charge.  Requests for such documents or for additional
information about the Administration of the Plan should be
addressed to H. Day Brigham, Jr., Eaton Vance Corp., 24 Federal
Street, Boston, Massachusetts 02110 (telephone (617) 482-8260).

                          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., 1100 Charles Center South, 36 South Charles Street,
Baltimore, Maryland 21201.
<PAGE>
                             PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Securities and
Exchange Commission 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, 1994;

     (b)  the Company's Annual Report on Form 10-K for the year
          ended October 31, 1994 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, 1995 and April 30, 1995,
          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, 1990 and prior to the
          termination of the offering of securities covered by
          this Registration Statement.

     All documents filed by the Company pursuant to Sections 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., 1100 Charles Center South, 36 South Charles Street,
Baltimore, Maryland 21201.

                             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, as amended, for the year
ended October 31, 1994 have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their reports 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.

     Section 2-418 of the Maryland Corporation Law permits
indemnification of directors, officers, employees and agents of a
corporation under certain conditions and subject to certain
limitations.  Article Ninth, Section (8) of the Articles of
Incorporation of the Company provides for indemnification
provisions to the extent permitted by Section 2-418.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     There are filed with the Registration Statement the
following exhibits:

     5.0  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 10).

     23.2 Consent of Piper & Marbury (included in Exhibit 5.0).

     24.0 Power of Attorney (See Page 13)

     28.0 Registrant's 1986 Employee Stock Purchase Plan (See
          Page 4).

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

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

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

     (b)  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

     (c)  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;

     (2)       That, for the purpose of determining any liability
under the 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; and

     (3)       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.

     (b)       The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Act, each
filing of the Registrant's Annual Report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
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 the initial bona
fide offering thereof.

     (e)       The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest Annual
Report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and where interim financial information
required to be presented by Article 3 of Regulation S-X is not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
<PAGE>
     (h)       Insofar as indemnification for liabilities arising
under the 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 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 or 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 Act and will be governed by the final
adjudication of such issue.
<PAGE>
                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Company 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 June 27, 1995.

                         EATON VANCE CORP. (Issuer and Employer)


                         By: /s/ M. Dozier Gardner
                                 M. Dozier Gardner (President)

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints H. Day Brigham,
Jr., Thomas Otis, Eric G. Woodbury and Pamela J. Wilson, and each
of them, his true and lawful attorneys-in-fact and agents with
full powers of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.

     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 date indicated.

NAME                          CAPACITY                 DATE

                              Chairman and Director
Landon T. Clay                                      June  , 1995

                              President, Chief Executive
                              Officer and Director
                              (Principal Executive
/s/ M. Dozier Gardner         Officer)
M. Dozier Gardner                                   June 27, 1995

                              Vice President and Treasurer
                              (Principal Financial and
/s/ William M. Steul          Accounting Officer)
William M. Steul                                    June 27, 1995

                              Vice President and
/s/ H. Day Brigham, Jr.       Director
H. Day Brigham, Jr.                                 June 27, 1995

                              Director
John G. L. Cabot                                    June   , 1995

                              Executive Vice President
/s/ James B. Hawkes           and Director
James B. Hawkes                                     June 27, 1995

                              Vice President and
/s/ Benjamin A. Rowland, Jr.  Director
Benjamin A. Rowland, Jr.                            June 27, 1995

                              Director
Ralph Z. Sorenson                                   June   , 1995
<PAGE>
                          EXHIBIT INDEX




                                                     Sequentially
                                                     Numbered
                                                     Pages


Exhibit 5.0 (Opinion and Consent of Piper &
   Marbury, L.L.P.)                                  Page 15

Exhibit 23.1 (Consent of Deloitte & Touche LLP)      Page 16

Exhibit 24.0 (Power of Attorney)                     Page 13

Exhibit 28.0 (Purchase Plan)                         Page 17
<PAGE>
                                                  EXHIBIT 5.0

                         PIPER & MARBURY
                             L.L.P.



                                   June 26, 1995


Eaton Vance Corp.
24 Federal Street
Boston, Massachusetts 02110


               Registration Statement on Form S-8

Dear Sirs:

     We have acted as 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 100,000 shares of the Non-Voting
Common Stock of the Company (the "Shares") to be issued pursuant
to Restatement No. 5 of the Company's 1986 Employee Stock
Purchase 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.

     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, legally issued, fully paid, and non-
assessable.

     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.
                                   Piper & Marbury L.L.P.
<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
December 13, 1994, appearing in and incorporated by reference in
the Annual Report on Form 10-K of Eaton Vance Corp. for the year
ended October 31, 1994, as amended, 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 22, 1995<PAGE>
                        EATON VANCE CORP.

                1986 EMPLOYEE STOCK PURCHASE PLAN

                        RESTATEMENT NO. 5

1.   PURPOSE.

     The purpose of this 1986 Employee Stock Purchase Plan (the
"Plan") is to provide employees of Eaton Vance Corp. (the
"Company"), and its subsidiaries, who wish to become shareholders
of the Company an opportunity to purchase Non-Voting Common
Stock, par value $.0625 per share, of the Company (the "Shares"). 
The Plan is intended to qualify as an "employee stock purchase
plan" within the meaning of Section 423 of the Internal Revenue
Code of 1986, as it may be amended (the "Code").  In addition,
the Plan provides certain employees who are not eligible for
favorable tax treatment under Section 423 with the right to
purchase Shares on a nonqualified basis.

     2.   ADMINISTRATION OF THE PLAN.

     The Board of Directors or any committee or person(s) to whom
it delegates its authority (the "Administrator") shall
administer, interpret and apply all provisions of the Plan.
Nothing contained in this Section shall be deemed to authorize
the Administrator to alter or administer the provisions of the
Plan in a manner inconsistent with the terms of the Plan or the
provisions of Section 423 of the Code.

     3.   ELIGIBLE EMPLOYEES.

     Subject to the provisions of Sections 7, 8 and 9 below, any
individual who has been a full-time employee (as defined below)
of

          (a)  the Company or

          (b)  any of its subsidiaries (as defined in Section
424(f) of the Code) the employees of which are designated by the
Administrator as eligible to participate in the Plan,

for a period of twelve consecutive (12) months prior to an
Offering Date (as defined in Section 4 below) is eligible to
participate in the offering (as defined in Section 4 below)
commencing on such Offering Date.  A full-time employee shall
mean any employee other than an employee whose customary
employment is:

          (a)  20 hours or less per week, or
 
          (b)  not more than five months per calendar year.


     4.   OFFERING DATES AND OFFERING GRANTS.

     From time to time, the Company, by action of the
Administrator, will grant rights to purchase Shares to employees
eligible to participate in the Plan pursuant to one or more
offerings (each of which is an "Offering") on a date or series of
dates (each of which is an "Offering Date") designated for this
purpose by the Administrator.  As of each Offering Date, the
Administrator will advise each eligible employee of the maximum
number of shares that the employee may purchase under the
Offering (the "Offering Grant"), which shall be calculated in
accordance with the requirements of Section 423 of the Code.

     5.   PRICES.

     The price per share for each Offering Grant shall be the
lesser of:

          (a)  ninety percent (90%) of the fair market value of a
Share on the Offering Date on which such right was granted; or

          (b)  ninety percent (90%) of the fair market value of a
Share on the date such right is exercised; provided, that the
Administrator, in its discretion, may substitute a percentage in
either subparagraph (a) or (b) of this Section 5 different from
ninety percent (90%), but in no event shall either such
percentage be less than eighty-five percent (85%).

     6.   EXERCISE OF RIGHTS AND METHOD OF PAYMENT.

          (a)  Rights granted under the Plan will be exercisable
periodically on specified dates as determined by the
Administrator.

          (b)  The method of payment for Shares purchased upon
exercise of rights granted hereunder shall be through regular
payroll deductions or by lump sum cash payment, or both, as
determined by the Administrator; provided, however, that payment
through regular payroll deductions may in no event commence
before the date on which a prospectus with respect to the
Offering of the Shares covered by the Plan is provided to each
participating employee.  No interest shall be paid upon payroll
deductions unless specifically provided for by the Administrator.

          (c)  Any payments received by the Company from a
participating employee and not utilized for the purchase of
Shares upon exercise of a right granted hereunder shall be, at
the employee's discretion, either promptly returned to such
employee by the Company after termination of the offering to
which the payment related, or rolled over and credited to the
employee's account and used to purchase shares in the next
Offering Period (as defined below).


     7.   TERM OF RIGHTS.

     The total period from an Offering Date to the last date on
which rights granted on that Offering Date are exercisable (the
"Offering Period") shall in no event be longer than twenty-seven
(27) months.  The Administrator when it authorizes an Offering
may designate one or more exercise periods during the Offering
Period; rights granted on an Offering Date shall be exercisable
on the last day of each exercise period (each of which is an
"Exercise Date") in such proportion as the Administrator
determines.

     8.   SHARES SUBJECT TO THE PLAN.

     No more than four hundred twelve thousand (412,000) Shares
may be sold pursuant to rights granted under the Plan.
Appropriate adjustments in the above figure, in the number of
Shares covered by outstanding rights granted hereunder, in the
exercise price of the rights and in the maximum number of Shares
which an employee may purchase (pursuant to Section 9 below)
shall be made to give effect to any mergers, consolidations, or
other similar reorganizations as to which the Company is the
surviving entity, and any recapitalizations, stock splits, stock
dividends or other relevant changes in the capitalization of the
Company occurring after the effective date of the Plan, provided
that no fractional Shares shall be subject to a right and each
right shall be adjusted downward to the nearest full Share.  Any
agreement providing for a merger, consolidation or other similar
reorganization which the Company does not survive shall provide
for an adjustment for any then existing rights of participating
employees under the Plan.  Either authorized and unissued Shares
or issued Shares heretofore or hereafter reacquired by the
Company may be made subject to rights under the Plan.  If for any
reason any right under the Plan terminates in whole or in part,
Shares subject to such terminated right may again be subjected to
a right under the Plan.

     9.   NONQUALIFIED FEATURE.

     An employee who, immediately after a right to purchase
Shares is granted hereunder, would own stock or rights to
purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the
Company, or of any subsidiary, computed in accordance with
Section 423(b)(3) of the Code ("5% owner"), will not be eligible
to be granted a right intended to qualify under Section 423 of
the Code.  However, any employee who is a 5% Owner and who is
otherwise eligible to receive a grant under the Plan shall be
eligible to receive a grant hereunder that is in accordance with
the terms of this Plan except that such right shall not be a
right intended to qualify under Code Section 423 but rather shall
be a nonqualified right that for federal income tax purposes is
intended to be taxable to the grantee under Code Section 83.  The
Company reserves the right to withhold the issuance of shares
pursuant to the exercise of any nonqualified right until the
participating employee makes appropriate arrangements with the
Company for such tax withholding as may be required of the
Company under Federal, state or local law on account of such
exercise.

     10.  LIMITATIONS ON GRANTS.

          (a)  No Offering Grant may permit an employee to accrue
the right to purchase shares under all employee stock purchase
plans of the Company and its subsidiaries at a rate which exceeds
twenty-five thousand dollars ($25,000) (or such other maximum as
may be prescribed from time to time by the Code) in the fair
market value of such shares (determined at the time such right is
granted) for each calendar year in which such right is
outstanding at any time, as required by the provisions of Section
423(b)(8) of the Code.

          (b)  No Offering Grant, when aggregated with rights
granted under any other Offering still exercisable by the
participating employee, may permit any participating employee to
apply more than fifteen percent (15%) of the employee's annual
rate of compensation on the date the employee elects to
participate in the Offering to the purchase of Shares.

          (c)  Effective with respect to any Offering Period
beginning on or after November 1, 1991, no participating employee
shall receive Share certificates issued upon exercise of a right
granted hereunder until the earliest of

          (i)   the first annual anniversary date of
          the Exercise Date on which the Shares
          evidenced by the certificate were purchased,

          (ii)  the participating employee's death, or

          (iii) the date on which the participating employee
     presents proof satisfactory to the Company that he or
     she has either become disabled within the meaning of
     Section 22(e)(3) of the Code or needs such Shares on
     account of Hardship (as defined below).

The Company or such agent as it designates shall hold such Share
certificates in escrow pending their release to the participating
employee (or, if the employee has died, to such beneficiary or
beneficiaries as the employee has designated in writing during
his or her lifetime to the Company, or if the employee has not
made such a designation, to his or her surviving spouse, or if
none to the employee's estate, without interest).  Hardship shall
mean the occurrence of one or more of the following events: (I) a
death within the participating employee's immediate family, (II)
extraordinary medical expenses for one or more members of the
participating employee's immediate family which are not covered
by insurance programs sponsored by the Company, (III) the
education costs of one or more members of the participating
employee's family, (IV) the purchase or renovation of a principal
place of residence of the participating employee, or (V) such
other financial emergency needs as may be approved by the Company
on a uniform and nondiscriminatory basis.

     11.  LIMIT ON PARTICIPATION.

     Participation in an offering shall be limited to eligible
employees who elect to participate in such offering in the
manner, and within the time limitations, established by the
Administrator when it authorizes the Offering.

     12.  CANCELLATION OF ELECTION TO PARTICIPATE.

     An employee who has elected to participate in an Offering
may cancel such election as to all (but not part) of the
unexercised rights granted under such offering by giving written
notice of such cancellation to the Company before the expiration
of any exercise period.  Any amounts paid by the employee or
withheld from the employee's compensation through payroll
deductions for the purchase of Shares shall be paid to the
employee, without interest, upon such cancellation.

     13.  TERMINATION OF EMPLOYMENT.

     Upon the termination of an employee's employment for any
reason, including the death of the employee, before any Exercise
Date on which any rights granted to the employee under the Plan
are exercisable, all such rights shall immediately terminate and
amounts paid by the employee or withheld from the employee's
compensation through payroll deductions for the purchase of
Shares shall be paid to the employee or, if the employee has
died, to such beneficiary or beneficiaries as the employee has
designated in writing during his or her lifetime to the Company,
or if the employee has not made such a designation, to his or her
surviving spouse, or if none to the employee's estate, without
interest.

     14.  EMPLOYEES' RIGHTS AS SHAREHOLDERS.

     No participating employee shall have any rights as a
shareholder in the Shares covered by a right granted hereunder
until such right has been exercised, full payment has been made
for the corresponding Shares and the Share certificate is
actually issued.

     15.  RIGHTS NOT TRANSFERABLE.

     Rights under the Plan are not assignable or transferable by
a participating employee and are exercisable only by the
employee.


     16.  AMENDMENTS TO OR DISCONTINUATION OF THE PLAN.

     The Board of Directors of the Company shall have the right
to amend, modify or terminate the Plan at any time without
notice; provided, however, that the then existing rights of all
participating employees shall not be adversely affected thereby,
and provided further that, subject to the provisions of Section 8
above, no such amendment to the Plan shall, without the approval
of the shareholders of the Company, increase the total number  of
Shares which may be offered under the Plan, change the class of
persons eligible to participate in the Plan, or materially
increase the benefits accruing to participants under the Plan.

     17.  EFFECTIVE DATE AND APPROVALS.

     The Plan originally became effective on October 17, 1986,
the date on which the Plan was adopted by the Board of Directors. 
The amendments made by this Restatement No. 5 shall become
effective on January 6, 1995 (the date said amendments were
adopted by the Board of Directors).

     The Company's obligation to offer, sell and deliver its
Shares under the Plan is subject to the approval of any
governmental authority required in connection with the authorized
issuance or sale of such Shares and is further subject to the
Company receiving the opinion of its counsel that all applicable
securities laws have been compiled with.

     18.  TERM OF PLAN.

     No rights shall be granted under the Plan after November 1,
1996.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 57754}]
{"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": "033-60617", "film-number": "95549648"}, "business-address": {"street1": "24 FEDERAL ST", "city": "BOSTON", "state": "MA", "zip": "02110", "phone": "6174828260"}}
As filed with the Securities and Exchange Commission
on June 27, 1995

                                        Registration No. 33-

               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
                                             Number)

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

                1986 EMPLOYEE STOCK PURCHASE PLAN
                    (Full title of the Plan)

H. Day Brigham, Jr.                     Copy to:
Eaton Vance Corp.                       Pamela J. Wilson, Esq.
24 Federal Street                       Hale and Dorr
Boston, MA  02110                       60 State Street
                                        Boston, MA 02109
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (617) 482-8260

                 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(2)  registration
fee

Non-Voting      100,000       $32.75   $3,275,000   $1,129.31
Common Stock    shares
$.0625 par value

(1)  Plus such additional number of shares as may be required
     pursuant to the Plan in the event of a stock dividend, stock
     split, recapitalization or other similar change in the Non-
     Voting Common Stock.
(2)  This estimate is made solely for the purpose of determining
     the amount of the registration fee and is based upon the
     price of the Company's Non-Voting Common Stock in the Over-
     the-Counter Market, as reported on the NASDAQ National
     Market System, on June 23, 1995.
EXPLANATORY NOTE

     This Registration Statement has been prepared in accordance
with the requirements of General Instruction E to Form S-8, as
amended.  The purpose of this Registration Statement is to
register an additional 100,000 shares of Non-Voting Common Stock,
$.0625 par value per share (the "Stock"), of Eaton Vance Corp.
(the "Company"), which shares have been reserved for issuance
upon the exercise of rights to purchase Stock granted pursuant to
the Purchase Plan.  An aggregate of 312,000 shares of Stock have
been previously registered for issuance under the Plan.  Of these
312,000 shares, 88,000 shares were registered pursuant to a
Registration Statement on Form S-8 on April 10, 1987 (File No.
33-13217), 100,000 were registered pursuant to a Registration
Statement on Form S-8 on October 11, 1989 (File No. 33-31382) and
124,000 shares were registered pursuant to a Registration
Statement on Form S-8 on September 16, 1991 (File No. 33-42667).

     The Company will deliver a prospectus meeting the
requirements of Part I of Form S-8, as revised in Securities Act
Release No. 33-6867, June 6, 1990, to all persons granted rights
to purchase stock pursuant to the Plan in accordance with the
requirements of Rule 428(b)(3).

     In accordance with General Instruction E to Form S-8, as
amended, the Company has provided the following information,
which information is required in this Registration Statement. 
Moreover, as specifically required by General Instruction E, the
necessary opinion and consents are attached hereto as Exhibits
5.0 and 23.1.
INFORMATION FOR PARTICIPANTS IN
                        EATON VANCE CORP.
  1986 EMPLOYEE STOCK PURCHASE PLAN ("PURCHASE PLAN" OR "PLAN")

                      DATED:  June 27, 1995

   THIS DOCUMENT, TOGETHER WITH THE DOCUMENTS INCORPORATED BY
       REFERENCE HEREIN, CONSTITUTES A PROSPECTUS COVERING
              SECURITIES THAT HAVE BEEN REGISTERED
                UNDER THE SECURITIES ACT OF 1933.

    EACH PARTICIPANT WILL BE GIVEN A COPY OF THE MOST RECENT
       EATON VANCE CORP. ANNUAL REPORT SIMULTANEOUSLY WITH
          THE RECEIPT OF THIS DOCUMENT UNLESS HE OR SHE
      HAS ALREADY RECEIVED SUCH REPORT FROM THE COMPANY.
Rule 428 (b) (1)
                                             File No. 33-

                        EATON VANCE CORP.
  1986 EMPLOYEE STOCK PURCHASE PLAN ("PURCHASE PLAN" OR "PLAN")

     This document, together with (i) the statement appearing on
page 9 of this document advising participants of the availability
of Exchange Act reports and other documents incorporated by
reference and (ii) such incorporated reports and documents, are
hereinafter referred to, collectively, as the "Prospectus".

     This Prospectus relates to shares of Non-Voting Common
Stock, $.0625 par value per share (the "Stock"), of Eaton Vance
Corp. (the "Company") not exceeding in the aggregate 412,000
shares which have been reserved for issuance under the Purchase
Plan.

     This Prospectus is not available for reoffers or resales of
Stock acquired by "affiliates" of the Company (as defined by the
Securities Act of 1933 and Rules 144 and 405 promulgated
thereunder).

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

     This Prospectus also covers such additional shares as may be
issuable under the Purchase Plan in the event of a stock
dividend, stock split, recapitalization or other similar change
in the Stock.

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

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

                                                           Page #

Description of the Purchase Plan                            4

     General Information                                    4

     Eligibility                                            4

     Terms and Conditions                                   4-6

     Termination and Amendment                              7

     Other Information                                      7

     Federal Income Tax Consequences                        7-8

Administration of the Plan                                  8

Description of Non-Voting Common Stock                      9

Additional information about Eaton Vance Corp.              9

Legal Opinion                                               9
DESCRIPTION OF THE PURCHASE PLAN

GENERAL INFORMATION

     The Company's 1986 Employee Stock Purchase Plan (the
"Purchase Plan" or the "Plan") is intended to qualify as an
"employee stock purchase plan" under Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code").  In addition, the
plan provides certain employees who are not eligible to receive
favorable tax treatment under Section 423 of the Code with the
right to purchase shares on a nonqualified basis.  The Purchase
Plan became effective as of October 31, 1986, the date it was
adopted by the Board of Directors, and was subsequently approved
by the shareholders of the Company.  The Board of Directors voted
on January 6, 1995 to amend the Purchase Plan by increasing from
312,000 to 412,000 the number of shares of Non-Voting Common
Stock, $.0625 par value, of the Company (the "Stock") for
issuance upon the exercise of the right to purchase such shares. 
The purpose of the Purchase Plan is to provide a method for
employees of the Company to have an opportunity to participate in
the growth and development of the Company by acquiring a
proprietary interest in it through the purchase of Stock.

ELIGIBILITY

     Participation in the Purchase Plan is completely voluntary. 
Any person who has been employed by the Company (or any of its
subsidiaries, the employees of which have been designated by the
Administrator (as defined below) as eligible to participate in
the Plan) on a full-time basis for at least twelve consecutive
months prior to the first day of any offering period is eligible
to participate in the Plan for that offering period.  Full-time
employees include all employees who customarily work in excess of
twenty hours per week and more than five months per calendar
year.

TERMS AND CONDITIONS

     Offering Dates.  The Purchase Plan is implemented by one or
more offerings (each of which is an "Offering") from time to time
and for such time period ("Offering Period") as determined by the
Board of Directors of the Company or other administrator of the
Plan appointed by the Board of Directors (the "Administrator"). 
Each such Offering Period shall be no longer than twenty-seven
(27) months in duration.  At the start of each Offering Period,
the Administrator will advise each eligible employee of the
maximum number of shares that the employee may purchase under the
Offering.  No rights may be granted under the Plan after November
1, 1996.

     Participation in the Plan.  Eligible employees become
participants in the Purchase Plan by delivering to the
Administrator prior to the commencement of an Offering Period an
enrollment form authorizing payroll deductions and/or indicating
that some or all of the purchase price of the Stock will be paid
by one or more lump sum payments if permitted by the
Administrator.  Although under the Plan the Administrator may
permit payment by lump sum, no lump sum payments are currently
permitted.

     Under the Plan, a participant may elect on the enrollment
form a percentage of the participant's base salary that may be
withheld or paid by lump sum during the Offering Period and used
to exercise the purchase right.  This percentage may not exceed
fifteen percent (15%) of the employee's annual base rate of
compensation on the date the employee elects to participate in
the Offering.  In addition, a participant's right to purchase
Stock under the Plan (and any other employee stock purchase plan
maintained by the Company or its subsidiaries) cannot accrue at a
rate that would permit the employee to purchase more than $25,000
worth of Stock (determined at the fair market value of the Stock
as of the date such right is granted) for each calendar year in
which such right is outstanding.  An employee who becomes
eligible to participate in the Plan after the commencement of an
Offering must wait until the commencement of the next Offering.

     Purchase Price.  The purchase price per share at which
shares of Stock are sold in an Offering under the Purchase Plan
is the lower of 90% of the fair market value of a share of Stock
on the day of commencement of the Offering Period or 90% of the
fair market value of a share of Stock on the last day of the
Offering Period.  The Administrator has discretion to establish a
purchase price other than 90% of such amounts but in no event
less than 85% of such amounts.  The fair market value of the
Stock on a given date is determined by the Administrator, based
upon the price at which the last trade on that date on the over-
the-counter market was effected, as reported on the NASDAQ
National Market System.

     Payment of Purchase Price: Payroll Deductions. Lump-sum
Payments.  The purchase price of the shares of Stock will be
accumulated through payroll deductions or, if the Administrator
so determines, through lump sum payments or both over the term of
the Offering Period.  A participant may discontinue his
participation in the Plan in whole but not in part at any time
prior to the end of an Offering Period.  A participant may not
increase or decrease the rate of payroll deductions at any time
during the Offering Period.  Normally, payroll deductions
commence on the first payday following the start of the Offering
Period and continue at the same rate until the end of the
Offering Period unless sooner terminated as provided in the Plan.

     All payroll deductions (and lump sum payments, if
applicable) are credited to the participant's account under the
Plan and are deposited with the general funds of the Company.  To
the extent that an employee's payroll deductions (or lump sum
payments, if applicable) exceed the amount required to purchase
the whole number of shares of Stock subject to his right to
purchase, such excess will either be carried forward to the next
Offering or refunded to the employee without interest, at the
employee's election.  All payroll deductions (and lump sum
payments, if applicable) received or held by the Company may be
used by the Company for any corporate purpose.

     Purchase of Stock: Exercise of Right to Purchase.  By
executing an enrollment form to participate in an Offering under
the Purchase Plan, the employee subscribes to purchase as many
full shares of Stock as he would be able to buy with his payroll
deductions (and lump sum payments, if applicable) credited to his
account during the Offering Period at the purchase price
described above.  See "Purchase Price", above.  Unless the
employee's participation is discontinued, his right to purchase
shares of Stock will be exercised automatically at the end of the
Offering Period or other exercise date at the applicable price. 
See "Withdrawal", below.

     Effective with respect to any Offering Period beginning on
or after November 1, 1991, participants shall not receive Stock
certificates issued upon exercise of a right granted hereunder
until the earliest of

     (a)  the first annual anniversary date of the exercise date
     (the last day of the Offering Period) on which the shares of
     Stock evidenced by the certificate were purchased,

     (b)  the participant's death, or

     (c)  the date on which the participant presents proof
     satisfactory to the Company that he or she has either become
     disabled within the meaning of Code Section 22(e)(3) or
     needs such shares of Stock on account of Hardship (as
     defined below).

     The Company or such agent as it designates shall hold such
Stock certificates in escrow pending their release to the
participant (or, if the participant has died, to such beneficiary
or beneficiaries as the participant has designated in writing
during his or her lifetime to the Company, or if the participant
has not made such a designation, to his or her surviving spouse,
or if none, to the participant's estate, without interest).

     Hardship shall mean the occurrence of one or more of the
following events: (a) a death within the participant's immediate
family, (b) extraordinary medical expenses for one or more
members of the participant's immediate family which are not
covered by insurance programs sponsored by the Company, (c) the
education costs of one or more members of the participant's
family, (d) the purchase or renovation of a principal place of
residence of the participant, or (e) such other financial
emergency needs as may be approved by the Company on a uniform
and nondiscriminatory basis.

     If the number of shares of Stock which would otherwise be
subject to a right to purchase by all participants at the
beginning of an Offering Period exceeds the number of shares of
Stock then available under the Plan or the maximum number of
shares of Stock which the Administrator has made available for
that Offering, a pro rata allocation of the shares remaining
shall be made in as equitable a manner as is practicable.

     Withdrawal.  A participant's interest in a given Offering
may be terminated in whole, but not in part, by signing and
delivering to the Company a notice of withdrawal from the
Offering.  Such withdrawal may be elected at any time prior to
the end of the applicable Offering Period.  In such event, any
amount credited to the participant's account will be returned,
without interest, to the participant.

     Any withdrawal by a participant of accumulated amounts
credited to the participant for a given Offering automatically
terminates the participant's interest in that Offering.  In
effect, the participant is given a right to purchase which may or
may not be exercised during the Offering Period.  By executing an
enrollment form, the participant does not become obligated to
make the stock purchase; rather, the subscription agreement is
merely an election by the participant to subject shares of Stock
to a right to purchase.  Unless the participant's participation
is discontinued, the right to purchase shares of Stock will be
exercised automatically at the end of the Offering Period, and
the maximum number of full shares of Stock purchasable with the
participant's accumulated contributions will be purchased for the
participant at the applicable price.

     A participant's withdrawal from an Offering does not have
any effect upon the participant's eligibility to participate in
subsequent Offerings under the Plan.

     Termination of Employment.  Termination of a participant's
employment for any reason, including retirement or death,
immediately cancels his or her participation in the Purchase
Plan.  In such event, any amounts credited to the participant's
account will be returned, without interest, to such participant
or, in the case of death, to the person or persons entitled
thereto as specified by the participant on the enrollment form.

     Capital Changes.  In the event of any changes in the
capitalization of the Company, such as mergers, consolidations,
reorganizations, recapitalizations, stock splits or stock
dividends, appropriate adjustments will be made by the Company in
the number of shares of Stock subject to purchase under the Plan
and in the purchase price per share.  In the event of any such
changes in which the Company does not survive, the Company will
enter into an agreement providing for adjustments for then
existing rights to purchase Stock.

     Nonassignability.  No rights of a participant under the
Purchase Plan may be pledged, assigned or transferred for any
reason.

     Reports.  Individual accounts will be maintained for each
participant in the Purchase Plan.  Each participant will receive
as promptly as practicable after the end of an Offering Period a
report of his or her account setting forth the total amount of
any payroll deductions or lump sum payments accumulated, the per
share purchase price, the number of shares purchased and the
remaining cash balance, if any.

TERMINATION AND AMENDMENT

     The Board of Directors may at any time amend or terminate
the Purchase Plan, except that such termination shall not affect
rights previously granted, nor may any amendment make any change
in a right granted prior thereto which would adversely affect the
rights of any participant.  No amendment may be made to the Plan
without the approval of the holders of Voting Common Stock of the
Company if such amendment would increase the number of shares
reserved under the Plan, materially increase the benefits
accruing to participants under the Plan or change the class of
persons eligible to participate under the Plan.

OTHER INFORMATION

     The Purchase Plan is not qualified under Section 401 of the
Code and is not subject to the provisions of the Employee
Retirement Income Security Act of 1974.

     The summary of the Purchase Plan herein does not purport to
be complete, and reference is made to such Purchase Plan, copies
of which have been filed with the Securities and Exchange
Commission, for a full statement of its terms and provisions.

FEDERAL INCOME TAX CONSEQUENCES

     The Purchase Plan is intended to qualify as an employee
stock purchase plan under Section 423 of the Code.  However,
favorable tax treatment under Section 423 is not available for
employees who own 5% or more of the total combined voting power
or value of all classes of stock of the Company ("5% Owners"). 
5% Owners will recognize ordinary income at the time of purchase
of shares in the amount by which the aggregate fair market value
of such shares exceeds the amount paid for such shares under the
Plan.  This ordinary income will be reflected in the 5% Owner's
W-2 statement for the calendar in which such shares are
purchased, and the Company will be entitled to a federal income
tax deduction for the amount included.  Disposition of shares
acquired by 5% Owners under the Plan will result in a capital
gain or loss.  The 5% Owner's basis will be the aggregate fair
market value of such shares on the date purchased, which is the
same value used in determining the amount included in the 5%
Owner's W-2 statement.

     In accordance with Section 423 of the Code, no taxable
income will be recognized by a participant who is not a 5% Owner
either at the time rights are granted or at the time shares are
purchased under the Plan.  The federal income tax treatment upon
disposition of shares purchased under the Plan by a participant
who is not a 5% Owner depends on when such disposition occurs, as
described below:

     1.  Dispositions both Two Years after Date of Grant of Right
     and One Year after Date of Purchase of Shares.  If a
     participant who is not a 5% Owner and who has purchased
     shares of Stock does not dispose of the shares before both
     two years after the date of grant of the right to purchase
     such shares and one year after the purchase date, the
     participant will recognize as ordinary income an amount
     equal to the lesser of (i) the excess of the fair market
     value of the shares on the date of such disposition over the
     purchase price or (ii) the excess of the fair market value
     of the shares on the date the right to purchase was granted
     over the purchase price.  The difference between the
     disposition price and the participant's basis in the shares
     (i.e., the purchase price plus the amount, if any, taxed as
     ordinary income) will be treated as long-term capital gain
     or loss.  No deduction will be allowed to the Company for
     federal income tax purposes.

     2.  Disposition before either Two Years after Date of Grant
     of Right or One Year after Date of Purchase of Shares.  If a
     participant who is not a 5% Owner disposes of the shares of
     Stock before either two years after the date of grant of the
     right to purchase the shares or one year after the purchase
     date, the participant will recognize as ordinary income an
     amount equal to the fair market value of the shares on the
     date of purchase minus the purchase price for the shares. 
     In addition, the participant will recognize a capital gain
     or loss in an amount equal to the difference between the
     amount realized upon the disposition of the shares and the
     participant's basis in the shares (i.e., the purchase price
     plus the amount taxed as ordinary income).  Such capital
     gain or loss will be treated as long-term or short-term
     capital gain or loss depending on how long after the
     purchase date the disposition occurs.  The Company will be
     entitled to a deduction in an amount equal to the amount
     recognized by the participant as ordinary income upon such a
     disqualifying disposition.

     Generally, a capital gain or loss is long-term if the
property giving rise to the gain or loss was owned for more than
one year; it is short-term if the property was owned for one year
or less.  The holding period for calculating capital gains begins
on the day after the shares of Stock are acquired and the date on
which the shares of Stock are disposed of is included in the
period.  Net capital gain, the excess of net long-term capital
gain over net short-term capital loss for the year, is taxed at a
maximum rate of 28%.  For 1995, the maximum effective rate at
which ordinary income is taxed is 39.6%.  The amount of ordinary
income of an individual that may be offset by capital losses in
any taxable year is limited to $3,000 ($1,500 for a married
individual filing a separate return.)  Capital loss, whether
long-term or short-term, offsets ordinary income dollar for
dollar.

     The foregoing is only a general summary of federal income
tax provisions relating to participation in the Plan.  For
precise advice as to specific transactions, it will be important
in some cases to consider the state, local and foreign tax
consequences of participation in the Purchase Plan and the
effect, if any, of gift, estate and inheritance taxes.

                   ADMINISTRATION OF THE PLAN

     The Board of Directors has designated the Treasurer of the
Company to administer the Plan.  The Administrator shall
administer, interpret and apply all provisions of the Plan.  The
present Treasurer of the Company is:

     NAME AND ADDRESS              POSITION WITH COMPANY

     William M. Steul              Treasurer
     Eaton Vance Corp.             and Principal
     24 Federal Street             Financial Officer
     Boston, MA  02110
     (617) 482-8260

     The Administrator serves at the pleasure of the Board of
Directors and does not receive additional compensation for
services rendered in administering the Plan.  The current
Treasurer is the beneficial owner of shares of the Company's
Stock.  For additional information about the Plan, participants
may contact the Administrator.
DESCRIPTION OF NON-VOTING COMMON STOCK

     A description of the Company's Non-Voting Common Stock is
contained in the Company's Form 8-B, dated February 4, 1981,
which is incorporated herein by reference (see "ADDITIONAL
INFORMATION ABOUT EATON VANCE CORP.").

     The transfer agent and registrar for the Company's Non-
Voting Common Stock is The First National Bank of Boston, P. O.
Box 1865, Boston, Massachusetts 02105.

     The Company's Non-Voting Common Stock is listed for trading
in the over-the-counter market and on the Boston Stock Exchange. 
The Company pays cash dividends quarterly.

         ADDITIONAL INFORMATION ABOUT EATON VANCE CORP.

     The following documents are hereby incorporated by reference
in this Prospectus:

     (a)  the Company's Annual Report to security holders which
          contains audited financial statements for its fiscal
          year ended October 31, 1994;

     (b)  the Company's Annual Report on Form 10-K for the year
          ended October 31, 1994 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, 1995 and April 30, 1995,
          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, 1990 and prior to the
          termination of the offering of securities covered by
          this Registration Statement.

     All documents filed by the Company pursuant to Sections 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 Prospectus and to be a part hereof commencing on the
respective dates on which such documents are filed.

     The Company will furnish without charge to each person to
whom this Prospectus is delivered, upon the oral or written
request of such person, a copy of any or all of the documents
incorporated herein by reference, other than exhibits to such
documents (unless such exhibits are specifically incorporated by
reference into the information incorporated herein by reference). 
The Company shall also deliver to each such person a copy of such
other documents required to be delivered to such persons pursuant
to rule 428(b) under the Securities Act of 1933, as amended,
without charge.  Requests for such documents or for additional
information about the Administration of the Plan should be
addressed to H. Day Brigham, Jr., Eaton Vance Corp., 24 Federal
Street, Boston, Massachusetts 02110 (telephone (617) 482-8260).

                          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., 1100 Charles Center South, 36 South Charles Street,
Baltimore, Maryland 21201.
PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Securities and
Exchange Commission 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, 1994;

     (b)  the Company's Annual Report on Form 10-K for the year
          ended October 31, 1994 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, 1995 and April 30, 1995,
          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, 1990 and prior to the
          termination of the offering of securities covered by
          this Registration Statement.

     All documents filed by the Company pursuant to Sections 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., 1100 Charles Center South, 36 South Charles Street,
Baltimore, Maryland 21201.

                             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, as amended, for the year
ended October 31, 1994 have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their reports 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.

     Section 2-418 of the Maryland Corporation Law permits
indemnification of directors, officers, employees and agents of a
corporation under certain conditions and subject to certain
limitations.  Article Ninth, Section (8) of the Articles of
Incorporation of the Company provides for indemnification
provisions to the extent permitted by Section 2-418.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     There are filed with the Registration Statement the
following exhibits:

     5.0  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 10).

     23.2 Consent of Piper & Marbury (included in Exhibit 5.0).

     24.0 Power of Attorney (See Page 13)

     28.0 Registrant's 1986 Employee Stock Purchase Plan (See
          Page 4).

Item 9.  Undertakings.

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

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

     (b)  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

     (c)  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;

     (2)       That, for the purpose of determining any liability
under the 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; and

     (3)       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.

     (b)       The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Act, each
filing of the Registrant's Annual Report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
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 the initial bona
fide offering thereof.

     (e)       The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest Annual
Report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and where interim financial information
required to be presented by Article 3 of Regulation S-X is not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
(h)       Insofar as indemnification for liabilities arising
under the 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 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 or 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 Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Company 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 June 27, 1995.

                         EATON VANCE CORP. (Issuer and Employer)

                         By: /s/ M. Dozier Gardner
                                 M. Dozier Gardner (President)

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints H. Day Brigham,
Jr., Thomas Otis, Eric G. Woodbury and Pamela J. Wilson, and each
of them, his true and lawful attorneys-in-fact and agents with
full powers of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.

     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 date indicated.

NAME                          CAPACITY                 DATE

                              Chairman and Director
Landon T. Clay                                      June  , 1995

                              President, Chief Executive
                              Officer and Director
                              (Principal Executive
/s/ M. Dozier Gardner         Officer)
M. Dozier Gardner                                   June 27, 1995

                              Vice President and Treasurer
                              (Principal Financial and
/s/ William M. Steul          Accounting Officer)
William M. Steul                                    June 27, 1995

                              Vice President and
/s/ H. Day Brigham, Jr.       Director
H. Day Brigham, Jr.                                 June 27, 1995

                              Director
John G. L. Cabot                                    June   , 1995

                              Executive Vice President
/s/ James B. Hawkes           and Director
James B. Hawkes                                     June 27, 1995

                              Vice President and
/s/ Benjamin A. Rowland, Jr.  Director
Benjamin A. Rowland, Jr.                            June 27, 1995

                              Director
Ralph Z. Sorenson                                   June   , 1995
EXHIBIT INDEX

                                                     Sequentially
                                                     Numbered
                                                     Pages

Exhibit 5.0 (Opinion and Consent of Piper &
   Marbury, L.L.P.)                                  Page 15

Exhibit 23.1 (Consent of Deloitte & Touche LLP)      Page 16

Exhibit 24.0 (Power of Attorney)                     Page 13

Exhibit 28.0 (Purchase Plan)                         Page 17
EXHIBIT 5.0

                         PIPER & MARBURY
                             L.L.P.

                                   June 26, 1995

Eaton Vance Corp.
24 Federal Street
Boston, Massachusetts 02110

               Registration Statement on Form S-8

Dear Sirs:

     We have acted as 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 100,000 shares of the Non-Voting
Common Stock of the Company (the "Shares") to be issued pursuant
to Restatement No. 5 of the Company's 1986 Employee Stock
Purchase 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.

     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, legally issued, fully paid, and non-
assessable.

     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.
                                   Piper & Marbury L.L.P.
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
December 13, 1994, appearing in and incorporated by reference in
the Annual Report on Form 10-K of Eaton Vance Corp. for the year
ended October 31, 1994, as amended, 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 22, 1995
EATON VANCE CORP.

                1986 EMPLOYEE STOCK PURCHASE PLAN

                        RESTATEMENT NO. 5

1.   PURPOSE.

     The purpose of this 1986 Employee Stock Purchase Plan (the
"Plan") is to provide employees of Eaton Vance Corp. (the
"Company"), and its subsidiaries, who wish to become shareholders
of the Company an opportunity to purchase Non-Voting Common
Stock, par value $.0625 per share, of the Company (the "Shares"). 
The Plan is intended to qualify as an "employee stock purchase
plan" within the meaning of Section 423 of the Internal Revenue
Code of 1986, as it may be amended (the "Code").  In addition,
the Plan provides certain employees who are not eligible for
favorable tax treatment under Section 423 with the right to
purchase Shares on a nonqualified basis.

     2.   ADMINISTRATION OF THE PLAN.

     The Board of Directors or any committee or person(s) to whom
it delegates its authority (the "Administrator") shall
administer, interpret and apply all provisions of the Plan.
Nothing contained in this Section shall be deemed to authorize
the Administrator to alter or administer the provisions of the
Plan in a manner inconsistent with the terms of the Plan or the
provisions of Section 423 of the Code.

     3.   ELIGIBLE EMPLOYEES.

     Subject to the provisions of Sections 7, 8 and 9 below, any
individual who has been a full-time employee (as defined below)
of

          (a)  the Company or

          (b)  any of its subsidiaries (as defined in Section
424(f) of the Code) the employees of which are designated by the
Administrator as eligible to participate in the Plan,

for a period of twelve consecutive (12) months prior to an
Offering Date (as defined in Section 4 below) is eligible to
participate in the offering (as defined in Section 4 below)
commencing on such Offering Date.  A full-time employee shall
mean any employee other than an employee whose customary
employment is:

          (a)  20 hours or less per week, or
 
          (b)  not more than five months per calendar year.

     4.   OFFERING DATES AND OFFERING GRANTS.

     From time to time, the Company, by action of the
Administrator, will grant rights to purchase Shares to employees
eligible to participate in the Plan pursuant to one or more
offerings (each of which is an "Offering") on a date or series of
dates (each of which is an "Offering Date") designated for this
purpose by the Administrator.  As of each Offering Date, the
Administrator will advise each eligible employee of the maximum
number of shares that the employee may purchase under the
Offering (the "Offering Grant"), which shall be calculated in
accordance with the requirements of Section 423 of the Code.

     5.   PRICES.

     The price per share for each Offering Grant shall be the
lesser of:

          (a)  ninety percent (90%) of the fair market value of a
Share on the Offering Date on which such right was granted; or

          (b)  ninety percent (90%) of the fair market value of a
Share on the date such right is exercised; provided, that the
Administrator, in its discretion, may substitute a percentage in
either subparagraph (a) or (b) of this Section 5 different from
ninety percent (90%), but in no event shall either such
percentage be less than eighty-five percent (85%).

     6.   EXERCISE OF RIGHTS AND METHOD OF PAYMENT.

          (a)  Rights granted under the Plan will be exercisable
periodically on specified dates as determined by the
Administrator.

          (b)  The method of payment for Shares purchased upon
exercise of rights granted hereunder shall be through regular
payroll deductions or by lump sum cash payment, or both, as
determined by the Administrator; provided, however, that payment
through regular payroll deductions may in no event commence
before the date on which a prospectus with respect to the
Offering of the Shares covered by the Plan is provided to each
participating employee.  No interest shall be paid upon payroll
deductions unless specifically provided for by the Administrator.

          (c)  Any payments received by the Company from a
participating employee and not utilized for the purchase of
Shares upon exercise of a right granted hereunder shall be, at
the employee's discretion, either promptly returned to such
employee by the Company after termination of the offering to
which the payment related, or rolled over and credited to the
employee's account and used to purchase shares in the next
Offering Period (as defined below).

     7.   TERM OF RIGHTS.

     The total period from an Offering Date to the last date on
which rights granted on that Offering Date are exercisable (the
"Offering Period") shall in no event be longer than twenty-seven
(27) months.  The Administrator when it authorizes an Offering
may designate one or more exercise periods during the Offering
Period; rights granted on an Offering Date shall be exercisable
on the last day of each exercise period (each of which is an
"Exercise Date") in such proportion as the Administrator
determines.

     8.   SHARES SUBJECT TO THE PLAN.

     No more than four hundred twelve thousand (412,000) Shares
may be sold pursuant to rights granted under the Plan.
Appropriate adjustments in the above figure, in the number of
Shares covered by outstanding rights granted hereunder, in the
exercise price of the rights and in the maximum number of Shares
which an employee may purchase (pursuant to Section 9 below)
shall be made to give effect to any mergers, consolidations, or
other similar reorganizations as to which the Company is the
surviving entity, and any recapitalizations, stock splits, stock
dividends or other relevant changes in the capitalization of the
Company occurring after the effective date of the Plan, provided
that no fractional Shares shall be subject to a right and each
right shall be adjusted downward to the nearest full Share.  Any
agreement providing for a merger, consolidation or other similar
reorganization which the Company does not survive shall provide
for an adjustment for any then existing rights of participating
employees under the Plan.  Either authorized and unissued Shares
or issued Shares heretofore or hereafter reacquired by the
Company may be made subject to rights under the Plan.  If for any
reason any right under the Plan terminates in whole or in part,
Shares subject to such terminated right may again be subjected to
a right under the Plan.

     9.   NONQUALIFIED FEATURE.

     An employee who, immediately after a right to purchase
Shares is granted hereunder, would own stock or rights to
purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the
Company, or of any subsidiary, computed in accordance with
Section 423(b)(3) of the Code ("5% owner"), will not be eligible
to be granted a right intended to qualify under Section 423 of
the Code.  However, any employee who is a 5% Owner and who is
otherwise eligible to receive a grant under the Plan shall be
eligible to receive a grant hereunder that is in accordance with
the terms of this Plan except that such right shall not be a
right intended to qualify under Code Section 423 but rather shall
be a nonqualified right that for federal income tax purposes is
intended to be taxable to the grantee under Code Section 83.  The
Company reserves the right to withhold the issuance of shares
pursuant to the exercise of any nonqualified right until the
participating employee makes appropriate arrangements with the
Company for such tax withholding as may be required of the
Company under Federal, state or local law on account of such
exercise.

     10.  LIMITATIONS ON GRANTS.

          (a)  No Offering Grant may permit an employee to accrue
the right to purchase shares under all employee stock purchase
plans of the Company and its subsidiaries at a rate which exceeds
twenty-five thousand dollars ($25,000) (or such other maximum as
may be prescribed from time to time by the Code) in the fair
market value of such shares (determined at the time such right is
granted) for each calendar year in which such right is
outstanding at any time, as required by the provisions of Section
423(b)(8) of the Code.

          (b)  No Offering Grant, when aggregated with rights
granted under any other Offering still exercisable by the
participating employee, may permit any participating employee to
apply more than fifteen percent (15%) of the employee's annual
rate of compensation on the date the employee elects to
participate in the Offering to the purchase of Shares.

          (c)  Effective with respect to any Offering Period
beginning on or after November 1, 1991, no participating employee
shall receive Share certificates issued upon exercise of a right
granted hereunder until the earliest of

          (i)   the first annual anniversary date of
          the Exercise Date on which the Shares
          evidenced by the certificate were purchased,

          (ii)  the participating employee's death, or

          (iii) the date on which the participating employee
     presents proof satisfactory to the Company that he or
     she has either become disabled within the meaning of
     Section 22(e)(3) of the Code or needs such Shares on
     account of Hardship (as defined below).

The Company or such agent as it designates shall hold such Share
certificates in escrow pending their release to the participating
employee (or, if the employee has died, to such beneficiary or
beneficiaries as the employee has designated in writing during
his or her lifetime to the Company, or if the employee has not
made such a designation, to his or her surviving spouse, or if
none to the employee's estate, without interest).  Hardship shall
mean the occurrence of one or more of the following events: (I) a
death within the participating employee's immediate family, (II)
extraordinary medical expenses for one or more members of the
participating employee's immediate family which are not covered
by insurance programs sponsored by the Company, (III) the
education costs of one or more members of the participating
employee's family, (IV) the purchase or renovation of a principal
place of residence of the participating employee, or (V) such
other financial emergency needs as may be approved by the Company
on a uniform and nondiscriminatory basis.

     11.  LIMIT ON PARTICIPATION.

     Participation in an offering shall be limited to eligible
employees who elect to participate in such offering in the
manner, and within the time limitations, established by the
Administrator when it authorizes the Offering.

     12.  CANCELLATION OF ELECTION TO PARTICIPATE.

     An employee who has elected to participate in an Offering
may cancel such election as to all (but not part) of the
unexercised rights granted under such offering by giving written
notice of such cancellation to the Company before the expiration
of any exercise period.  Any amounts paid by the employee or
withheld from the employee's compensation through payroll
deductions for the purchase of Shares shall be paid to the
employee, without interest, upon such cancellation.

     13.  TERMINATION OF EMPLOYMENT.

     Upon the termination of an employee's employment for any
reason, including the death of the employee, before any Exercise
Date on which any rights granted to the employee under the Plan
are exercisable, all such rights shall immediately terminate and
amounts paid by the employee or withheld from the employee's
compensation through payroll deductions for the purchase of
Shares shall be paid to the employee or, if the employee has
died, to such beneficiary or beneficiaries as the employee has
designated in writing during his or her lifetime to the Company,
or if the employee has not made such a designation, to his or her
surviving spouse, or if none to the employee's estate, without
interest.

     14.  EMPLOYEES' RIGHTS AS SHAREHOLDERS.

     No participating employee shall have any rights as a
shareholder in the Shares covered by a right granted hereunder
until such right has been exercised, full payment has been made
for the corresponding Shares and the Share certificate is
actually issued.

     15.  RIGHTS NOT TRANSFERABLE.

     Rights under the Plan are not assignable or transferable by
a participating employee and are exercisable only by the
employee.

     16.  AMENDMENTS TO OR DISCONTINUATION OF THE PLAN.

     The Board of Directors of the Company shall have the right
to amend, modify or terminate the Plan at any time without
notice; provided, however, that the then existing rights of all
participating employees shall not be adversely affected thereby,
and provided further that, subject to the provisions of Section 8
above, no such amendment to the Plan shall, without the approval
of the shareholders of the Company, increase the total number  of
Shares which may be offered under the Plan, change the class of
persons eligible to participate in the Plan, or materially
increase the benefits accruing to participants under the Plan.

     17.  EFFECTIVE DATE AND APPROVALS.

     The Plan originally became effective on October 17, 1986,
the date on which the Plan was adopted by the Board of Directors. 
The amendments made by this Restatement No. 5 shall become
effective on January 6, 1995 (the date said amendments were
adopted by the Board of Directors).

     The Company's obligation to offer, sell and deliver its
Shares under the Plan is subject to the approval of any
governmental authority required in connection with the authorized
issuance or sale of such Shares and is further subject to the
Company receiving the opinion of its counsel that all applicable
securities laws have been compiled with.

     18.  TERM OF PLAN.

     No rights shall be granted under the Plan after November 1,
1996.