As filed with the Securities and Exchange Commission on January 12, 2005
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

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

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

                    1998 STOCK OPTION PLAN-RESTATEMENT NO. 4
                    ----------------------------------------
                            (Full title of the Plan)

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

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
                                                 Proposed maximum        Proposed maximum
Title of Securities to    Amount to be           offering price per      aggregate offering      Amount of
be registered             registered (1)         share (2)               price                   registration fee
------------------------- ---------------------- ----------------------- ----------------------- ---------------------
<S>                       <C>                    <C>                     <C>                     <C>
Non-Voting Common Stock   2,700,000              $49.83                  $134,541,000            $15,835.48
$.0078125 par value
</TABLE>

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

(2) As instructed by Rule 457(h)(1) and estimated in accordance with Rule 457(c)
based upon the average of the high and low prices on The New York Stock Exchange
on January 5, 2005.

                               Page 1 of 20 pages.
                           Exhibit Index is on page 5.
<PAGE>
                                      -2-


                                EXPLANATORY NOTE


     This  Registration  Statement  has been  prepared  in  accordance  with the
requirements  of General  Instructions  D and E to Form S-8. The purpose of this
Registration  Statement is to register 2,700,000 additional shares of Non-Voting
Common Stock,  $.0078125 par value per share, to be issued under the Eaton Vance
Corp. ("Registrant") 1998 Stock Option Plan-Restatement No. 4. The contents of a
Registration  Statement filed August 13, 1999 for the same purpose, but relating
to different shares (File No. 333-85137 - Accession No. 0000350797-99-000002), a
Registration  Statement filed June 26, 2000 registering  additional shares under
the same plan (File No. 333-40112 -- Accession No. 0000350797-00-000008),  and a
Registration  Statement filed November 13, 2000  registering  additional  shares
under the same plan (File No.  333-49744 -- Accession No.  0000350797-00-500011)
are incorporated herein by reference.


<PAGE>
                                      -3-


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Boston,  Commonwealth of Massachusetts,  on this 12th
day of January, 2005.

                                EATON VANCE CORP.


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



                                POWER OF ATTORNEY

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


<PAGE>
                                      -4-

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



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

/s/ James B. Hawkes             President, Chief Executive      January 12, 2005
---------------------------     Officer and Director
James B. Hawkes                 (Principal Executive Officer)

/s/ John G.L. Cabot             Director                        January 12, 2005
---------------------------
John G.L. Cabot

/s/ Winthrop H. Smith, Jr.      Director                        January 12, 2005
---------------------------
Winthrop H. Smith, Jr.

/s/ Vincent M. O'Reilly         Director                        January 12, 2005
---------------------------
Vincent M. O'Reilly

/s/ Leo I. Higdon, Jr.          Director                        January 12, 2005
---------------------------
Leo I. Higdon, Jr.

/s/ Ralph Sorenson              Director                        January 12, 2005
---------------------------
Ralph Sorenson

/s/ Thomas E. Faust Jr.         Director                        January 12, 2005
---------------------------
Thomas E. Faust Jr.

/s/ William M. Steul            Treasurer (Principal            January 12, 2005
---------------------------     Financial Officer)
William M. Steul

/s/ Laurie G. Hylton            Chief Accounting Officer        January 12, 2005
---------------------------
Laurie G. Hylton


<PAGE>
                                      -5-


                                  EXHIBIT INDEX


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

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

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

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

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

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

Exhibit 99.1 (Copy of Registrant's 1998 Stock
Option Plan - Restatement No. 4) (filed herewith)..............................9


<PAGE>
                                      -6-


                                   Exhibit 5.1

                         [NIXON PEABODY LLP LETTERHEAD]

                               101 Federal Street
                        Boston, Massachusetts 02110-1832
                                 (617) 345-1000
                               Fax: (617) 345-1300



January 12, 2005

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

Ladies and Gentlemen:

     We have  acted as  special  counsel  for  Eaton  Vance  Corp.,  a  Maryland
corporation (the "Company"),  in connection with the preparation and filing with
the  Securities  and Exchange  Commission  under the  Securities Act of 1933, as
amended (the "Act"), of a Registration  Statement on Form S-8 (the "Registration
Statement")  relating to the offering of up to and  including  2,700,000  shares
(the "Shares") of the Company's  non-voting common stock,  $0.0078125 par value,
pursuant  to the  Company's  1998 Stock  Option Plan --  Restatement  No. 4 (the
"Plan").

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

     (i) the Registration Statement;

     (ii) the Plan;

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

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

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

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


<PAGE>
                                      -7-


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

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

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

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

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

                                Very truly yours,


                                /s/ Nixon Peabody LLP


<PAGE>
                                      -8-


                                  Exhibit 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this  Registration  Statement of
Eaton Vance Corp. on Form S-8 of our report dated  December 12, 2003,  appearing
in the  Annual  Report  on Form 10-K of Eaton  Vance  Corp.  for the year  ended
October 31, 2003.


/s/ Deloitte & Touche LLP


Boston, Massachusetts
January 12, 2005


<PAGE>
                                      -9-


                                  Exhibit 99.1



                                                   As effective October 31, 2004

                                EATON VANCE CORP.

                             1998 STOCK OPTION PLAN

                                RESTATEMENT NO. 4



     1.  Definitions.  As used in this Eaton Vance Corp.  1998 Stock Option Plan
the following terms shall have the following meaning:

     Board means the Company's Board of Directors.

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

     Committee  means the  Compensation  Committee  of the Board,  or such other
Board committee as may be appointed by the Board to administer the Plan pursuant
to Section 5.

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

     Director  Option means a  nonqualified  stock option  granted to a director
pursuant to the formula plan set forth in Section 8.

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

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

     Incentive Option means an Option that satisfies the requirements of Section
422 of the Code.

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

     Nonqualified  Option means an Option other than an Incentive Option granted
to an employee.


<PAGE>
                                      -10-


     Option means an option to purchase Shares granted under the Plan.

     Option  Agreement  means an agreement  between the Company and an Optionee,
setting forth the terms and conditions of an Option.

     Option Price means the price to be paid by an Optionee  upon exercise of an
Option.

     Optionee  means a person  eligible  to  receive an Option to whom an Option
shall have been granted under the Plan.

     Plan means this 1998 Stock Option Plan, as amended or restated from time to
time.

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

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

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

     Subsidiary means a subsidiary of the Company,  as defined in Section 424(f)
of the Code.

     2.  Purpose.  The  purpose of the Plan is to advance the  interests  of the
Company by  strengthening  the ability of the Company  and its  Subsidiaries  to
attract,  retain and motivate  directors and employees by providing them with an
opportunity  to purchase  Shares and thus  participate  in the  ownership of the
Company,  including the opportunity to share in any appreciation in the value of
such  Shares.  It is intended  that the Plan will  strengthen  the  mutuality of
interest  between  such  persons  and  the  stockholders  of the  Company.  Both
Incentive  Options and Nonqualified  Options may be granted under the Plan. This
Plan is the successor to the Company's 1995 Stock Option Plan - Restatement  No.
2.

     3. Effective  Date. The Plan became  effective on July 7, 1998, the date it
was adopted by the Board and approved by the voting stockholders of the Company.
This  Restatement  No. 4 became  effective on October 31, 2004,  the date it was
adopted by the Board and approved by the voting stockholders of the Company.

     4. Stock Subject to the Plan; Adjustments.

          (a) Shares Reserved. Subject to adjustment as hereinafter provided,
the total  number of Shares  reserved for  issuance in  connection  with Options
under the Plan  shall be  14,700,000.  No Option may be granted if the number of
shares  to which  such  Option  relates,  when  added to the  number  of  Shares


<PAGE>
                                      -11-

previously  issued under the Plan,  exceeds the number of shares  reserved under
this Section 4(a).  Shares  issued under the Plan shall be counted  against this
limit in the manner specified in Section 4(b).

          (b) Manner of Counting Shares.  If any Shares subject to an Option are
forfeited, canceled, exchanged, or surrendered or such Option is settled in cash
or otherwise  terminates  without a distribution  of Shares to the  Participant,
including  (i) the number of Shares  withheld in payment of any Option  Price or
tax  obligation  relating to the  exercise of such Option and (ii) the number of
Shares  equal to the number  surrendered  in payment of any Option  Price or tax
obligation  relating to the exercise of such Option,  such number of Shares will
again  be  available  for  Options  under  the  Plan.  The  Committee  may  make
determinations  and adopt regulations for the counting of Shares relating to any
Option to ensure  appropriate  counting,  avoid double  counting (in the case of
substitute Options), and provide for adjustments in any case in which the number
of Shares  actually  distributed  differs  from the number of Shares  previously
counted in connection with such Option.

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

          (d) Adjustments.  In the event that the Committee shall determine that
any  dividend or other  distribution  (whether in the form of cash,  Shares,  or
other property)  which is unusual and  non-recurring,  or any  recapitalization,
stock split, reverse split,  reorganization,  merger,  consolidation,  spin-off,
combination,   repurchase  or  share  exchange,   or  other  similar   corporate
transaction  or event affects the Shares such that an adjustment is  appropriate
in order to prevent dilution or enlargement of the rights of Optionees under the
Plan, then the Committee shall make such equitable  changes or adjustments as it
deems  appropriate  and, in such manner as it may deem equitable,  adjust any or
all of (i) the  number  and kind of  Shares  which may  thereafter  be issued in
connection  with Options,  (ii) the number and kind of Shares issued or issuable
in respect of outstanding Options or, if deemed appropriate, make provisions for
payment of cash or other property with respect to any outstanding Option,  (iii)
the Option Price relating to any Option,  and (iv) the number and kind of Shares
set forth in Section 7(d) as the  per-person  limitation  for any three calendar
years; provided,  however, in each case that, with respect to Incentive Options,
such adjustment shall be made in accordance with Section 424 of the Code, unless
the Committee determines otherwise.  In addition, the Committee is authorized to
make  adjustments  in  the  terms  and  conditions  of,  and  any  criteria  and
performance  objectives or goals  included in, Options in recognition of unusual
or non-recurring  events (including events described in the preceding  sentence,
as well as acquisitions and dispositions of assets or all or part of businesses)
affecting the Company or any  Subsidiary or any business  unit, or the financial
statements thereof,  or in response to changes in applicable laws,  regulations,
accounting principles,  tax rates and regulations,  or business conditions or in
view of the Committee's  assessment of the business  strategy of the Company,  a


<PAGE>
                                      -12-


Subsidiary,  or business unit thereof,  performance of comparable organizations,
economic and business conditions,  personal performance of an Optionee,  and any
other circumstances deemed relevant;  provided that, unless otherwise determined
by the  Committee,  no such  adjustment  shall be made if and to the extent that
such  adjustment  would cause  Options  granted to  employees  who are  "covered
employees"  within  the  meaning  of Code  Section  162(m) to fail to qualify as
"performance-based  compensation"  under Code  Section  162(m)  and  regulations
thereunder.

     5. Administration.

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

               (i) to select employees to whom Options may be granted;

               (ii) to determine the type and number of Options to be granted to
employees,  the number of Shares to which such an Option may  relate,  the terms
and conditions of any Option  granted to an employee  under the Plan  (including
the Option  Price,  any  restriction  or  condition,  any  schedule for lapse of
restrictions   or  conditions   relating  to   transferability   or  forfeiture,
exercisability,  or settlement of such an Option,  and waivers or  accelerations
thereof, and waivers of performance conditions relating to such an option, based
in each case on such  considerations as the Committee shall determine),  and all
other  matters to be  determined  in  connection  with any Option  granted to an
employee;

               (iii) to  determine  whether,  to what  extent,  and  under  what
circumstances  an Option may be  settled,  or the Option  Price may be paid,  in
cash,  Shares  or other  property,  or an  Option  may be  canceled,  forfeited,
exchanged, or surrendered;

               (iv)  to  determine  whether,  to what  extent,  and  under  what
circumstances  cash,  Shares or other property payable with respect to an Option
will be deferred either automatically,  at the election of the Committee,  or at
the election of the Optionee, and whether to create trusts and deposit Shares or
other property therein;

               (v) to prescribe  the form of each Option  Agreement,  which need
not be identical for each Optionee;

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

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

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

In its administration of the Plan, the Committee shall not take any action which
would result in a transaction  involving a Director  Option failing to be exempt
under Rule 16b-3(d). Other provisions of the Plan notwithstanding, the Board may


<PAGE>
                                      -13-


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

          (b) Manner of  Exercise  of  Committee  Authority.  At any time that a
member of the Committee is not a Qualified  Member,  any action of the Committee
relating  to an Option to be  granted  to an  employee  who is then  subject  to
Section 16 of the  Exchange  Act in respect of the  Company,  or  relating to an
Option intended to constitute "qualified performance-based  compensation" within
the meaning of Code  Section  162(m) and  regulations  thereunder,  may be taken
either (i) by a subcommittee  composed solely of two or more Qualified  Members,
or (ii) by the Committee but with each such member who is a not Qualified Member
abstaining or recusing himself or herself from such action,  provided that, upon
such abstention or recusal, the Committee remains composed solely of two or more
Qualified  Members.  Such action,  authorized by such a  subcommittee  or by the
Committee upon the abstention or recusal of such non-Qualified Member(s),  shall
be the  action of the  Committee  for  purposes  of the Plan.  Any action of the
Committee  with respect to the Plan shall be final,  conclusive,  and binding on
all persons, including the Company, Subsidiaries, Optionees, any person claiming
any rights under the Plan from or through any Optionee,  and stockholders of the
Company.  The express  grant of any  specific  power to the  Committee,  and the
taking of any action by the  Committee,  shall not be  construed as limiting any
power or authority of the  Committee.  The Committee may delegate to officers or
managers of the Company or any Subsidiary  the authority,  subject to such terms
as the Committee shall determine,  to perform administrative  functions and such
other  functions as the Committee may determine,  to the extent  permitted under
applicable  law and, with respect to any Optionee who is then subject to Section
16 of the Exchange Act in respect of the Company,  to the extent  performance of
such function will not result in a subsequent  transaction  failing to be exempt
under Rule 16b-3(d).

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

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


<PAGE>
                                      -14-


     7. Options for Employees.

          (a) Eligible  Employees.  Options may be granted to those employees of
the Company or of any of its Subsidiaries as are selected by the Committee.

          (b)  Restrictions  on Incentive  Options.  Incentive  Options shall be
subject to the following restrictions:

               (i)  Limitation  on  Number of  Shares.  To the  extent  that the
aggregate  Market Value on the Grant Date of the Shares with respect to which an
Option that would otherwise constitute an Incentive Option (when aggregated,  if
appropriate,  with incentive  stock options granted before the Option under this
Plan or any other  plan  maintained  by the  Company  or any  Subsidiary  of the
Company) is exercisable  for the first time by the Optionee  during any calendar
year exceeds $100,000, the Option shall be treated as a Nonqualified Option.

               (ii) 10% Stockholder. If any Optionee to whom an Incentive Option
is granted is on the Grant Date the owner of stock (as determined  under Section
424(d) of the Code)  possessing more than 10% of the total combined voting power
of all  classes  of stock of the  Company or any of its  Subsidiaries,  then the
following special provisions shall be applicable to that Incentive Option:

                    (A) The Option  Price per Share  shall not be less than 110%
               of the Market Value on the Grant Date; and

                    (B) The  Incentive  Option  shall  expire not more than five
               years after the Grant Date.

          (c) Price.  Subject to the conditions on certain  Incentive Options in
Section  7(b),  the Option  Price per Share  payable  upon the  exercise of each
Incentive  Option  shall be not less than 100% of the Market  Value on the Grant
Date.  The  Option  Price  per  Share of stock  payable  upon  exercise  of each
Nonqualified  Option shall be  determined  by the  Committee,  provided that the
Option Price shall not be less than 100% of the Market Value on the Grant Date.

          (d)  Limitation  on Number of Shares to be Granted  to Each  Optionee.
Each Option  Agreement  shall specify the number of Shares to which it pertains.
No Optionee  may receive,  during any three  calendar  year  period,  Options to
purchase more than  3,600,000  Shares.  If any Option  granted to an employee is
canceled, the canceled Option continues to be counted against the maximum number
of Shares for which Options may be granted to that employee  under the Plan. If,
after  grant of an Option to an  employee,  the  Option  Price is  reduced,  the
transaction  will be treated as a cancellation  of the Option and the grant of a
new Option,  and in such case both the Option that is deemed to be canceled  and
the Option that is deemed to be granted  reduce the maximum number of Shares for
which Options may be granted to that employee  under the Plan. The preceding two
sentences apply only to calculating the maximum number of Shares available to an
Optionee  during  any three  calendar  year  periods,  and shall not apply to or
affect the manner of counting Shares pursuant to Section 4(b).


<PAGE>
                                      -15-


          (e) Exercise of Options. Subject to the terms and conditions set forth
in the Option Agreement, each Option shall be exercisable for the full amount or
for any  part  thereof  and at such  intervals  or in such  installments  as the
Committee  may  determine at the time it grants the Option;  provided,  however,
that no Option  shall be  exercisable  with respect to any Shares later than ten
years after the Grant Date.

     8. Formula Plan; Options for Directors. Upon first election to the Board of
Directors of the Company of a person who was not, within twelve months preceding
election,  either an officer of employee of the Company or any Subsidiary,  such
person shall be granted a Director Option to purchase 6,000 Shares. On the third
Friday of December  in each year,  each  director  who is not an employee of the
Company and its  Subsidiaries  shall receive a Director Option to purchase 6,000
Shares.  In the event that on any Grant Date there is not a sufficient number of
Shares  available to implement  fully the  preceding  sentences,  then each such
director shall receive a pro rata portion of the Director Option contemplated by
the preceding sentences.  The Option Price for each Director Option shall be the
Market  Value on the  Grant  Date or,  in the  event  there is no  Market  Value
available on the Grant Date, on the date next following the Grant Date for which
a Market Value is available.  Each Director  Option shall become  exercisable in
four equal  installments upon each of the first four  anniversaries of the Grant
Date.  No Director  Option shall be  exercisable  later than ten years after the
Grant Date.  It is intended  that each  Director  Option  automatically  granted
pursuant to this  Section 8 shall be made  pursuant to a formula plan as defined
in Release No.  34-37260 of the  Securities  and Exchange  Commission  (adopting
restated Rule 16b-3).

     9. Terms and Conditions Applicable to All Options.

          (a) Non-Transferability.  Except as otherwise expressly provided in an
Option Agreement, no Option shall be transferable by the Optionee, other than by
will  or the  laws of  descent  and  distribution,  and  each  Option  shall  be
exercisable,  during the  Optionee's  lifetime,  only by him or her (i.e. if the
Option is exercised during the Optionee's lifetime, it shall only be exercisable
by the Optionee).

          (b) Notice of Exercise  and Payment.  An Option  shall be  exercisable
only by delivery of a written  notice to the  Company's  Treasurer  or any other
officer of the Company designated by the Committee to accept such notices on its
behalf, specifying the number of Shares for which it is exercised. If the Shares
are not at that time effectively registered under the Securities Act of 1933, as
amended,  the  Optionee  shall  include  with such notice a letter,  in form and
substance  satisfactory  to the  Company,  confirming  that the Shares are being
purchased for the  Optionee's  own account for investment and not with a view to
distribution. Payment shall be made in full at the time the Option is exercised.
Payment shall be made by (i) cash or check,  (ii) delivery and assignment to the
Company of Shares  having  been  owned by the  Optionee  for such  period as the
Company's  Treasurer  may  determine and having a Market Value as of the date of
exercise  equal to the  exercise  price,  (iii) if  approved  by the  Committee,
delivery of the Optionee's  promissory  note for the exercise price, or (iv) any
combination of (i), (ii) or (iii) above.

          (c) No Rights to Options;  No  Stockholder  Rights.  No employee shall
have  any  claim to be  granted  an  Option  under  the  Plan,  and  there is no
obligation for uniformity of treatment of employees. No Option shall confer upon


<PAGE>
                                      -16-


the Optionee  any rights as a  stockholder  or any claim to dividends  paid with
respect to any Shares to which the Option  relates  unless and until such Shares
are duly issued to him or her in accordance with the terms of the Option.

          (d) Cancellation and Rescission of Options.  The Committee may provide
in any Option  Agreement  that, in the event an Optionee  violates a term of the
Option  Agreement  or  other  agreement  with  or  policy  of the  Company  or a
Subsidiary,  takes or omits to take actions that are deemed to be in competition
with the Company or its Subsidiaries, an unauthorized solicitation of customers,
suppliers,  or employees of the Company or its Subsidiaries,  or an unauthorized
disclosure or misuse of proprietary or  confidential  information of the Company
or its  Subsidiaries,  or takes or omits  to take  any  other  action  as may be
specified in the Option  Agreement,  the Optionee shall be subject to forfeiture
of such Option or portion,  if any, of the Option as may then remain outstanding
and also to forfeiture of any amounts of cash, Shares or other property received
by the Optionee upon exercise or settlement of such Option or in connection with
such  Option  during  such  period (as the  Committee  may provide in the Option
Agreement) prior to the occurrence which gives rise to the forfeiture.

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

     10.  Termination of Options.  Each Option shall terminate and may no longer
be  exercised if the  Optionee  ceases to perform  services for the Company or a
Subsidiary, in accordance with the following provisions:

          (i)  if  the  Optionee's   services  shall  have  been  terminated  by
resignation  or other  voluntary  action,  or if such  services  shall have been
terminated  involuntarily  for  cause,  all  of  the  Optionee's  Options  shall
terminate and may no longer be exercised;

          (ii) if the  Optionee's  services  shall have been  terminated for any
reason other than cause, resignation or other voluntary action before his or her
eligibility to retire,  and before his or her disability or death, he or she may
at any time within a period of fifteen  (15) months  after such  termination  of
service  exercise  his or her  Options  to the  extent  that  the  Options  were
exercisable on the date of termination of service;

          (iii) if the Optionee's  service shall have been terminated because of
disability  within the meaning of Section 22(e)(3) of the Code, he or she may at


<PAGE>
                                      -17-


any time  within a period of  fifteen  (15)  months  after such  termination  of
service  exercise  his or her  Options  to the  extent  that such  Options  were
exercisable on the date of termination of service; and

          (iv)  if the  Optionee  dies  at a time  when  he or  she  might  have
exercised  an  Option,  then  his  or her  estate,  personal  representative  or
beneficiary to whom it has been transferred  pursuant to Section 9(a) hereof may
at any time within a period of fifteen  (15) months after the  Optionee's  death
exercise  the Option to the extent the Optionee  might have  exercised it at the
time of death;

provided,  however,  that the  Committee  may, at its sole  discretion,  provide
specifically  in an Option  Agreement  for such other period of time (shorter or
longer than as set forth above)  during which an Optionee may exercise an Option
after  termination  of the  Optionee's  services as the  Committee  may approve,
subject to the  overriding  limitation  that no Option may be  exercised  to any
extent by anyone after the date of expiration of the Option.

     11.  Withholding  Taxes;  Delivery of Shares.  The Company's  obligation to
deliver  Shares upon  exercise of an Option  shall be subject to the  Optionee's
satisfaction  of all applicable  federal,  state and local income and employment
tax  withholding  obligations.  The  Optionee  may  satisfy the  obligations  by
electing (a) to make a cash  payment to the Company,  or (b) to have the Company
withhold Shares with a value equal to the amount required to be withheld, or (c)
to deliver to the  Company  Shares  having been owned by the  Optionee  for such
period as the Company's  Treasurer may determine and having a value equal to the
amount required to be withheld.  The value of Shares to be withheld or delivered
shall be based on the Market  Value on the date the amount of tax to be withheld
is to be determined.  The Optionee's  election to have Shares  withheld for this
purpose will be subject to the following restrictions:  (1) the election must be
made prior to the date the amount of tax is to be  determined,  (2) the election
must be irrevocable,  and (3) the election will be subject to the disapproval of
the Committee.

     12.  Termination  or Amendment of Plan. The Board may at any time terminate
the Plan or make such changes in or additions to the Plan as it deems  advisable
without further action on the part of the shareholders of the Company, provided:

          (a) that no such  termination or amendment shall  adversely  affect or
impair any then  outstanding  Option without the consent of the Optionee holding
that Option; and

          (b) that any such amendment which: (i) increases the maximum number of
Shares  subject to this Plan,  or (ii) changes the class of persons  eligible to
participate in this Plan, or (iii) materially increases the benefits accruing to
participants  under  this  Plan,  shall be  subject  to  approval  by the voting
stockholders  of the  Company  within one year from the  effective  date of such
amendment and shall be null and void if such approval is not obtained.

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


<PAGE>
                                      -18-


     This Option shall be immediately  exercisable and the Optionee shall become
eligible  to purchase  any and all shares  covered by each Option at any time or
from time to time after the occurrence of a Change of Control of the Company.  A
"Change of Control" shall mean:

     (a) The acquisition, other than from the Company, by any individual, entity
or group (within the meaning of Section 13(d) (3) or 14(d) (2) of the Securities
Exchange  Act of  1934,  as  amended  (the  "Exchange  Act"))  (a  "Person")  of
beneficial  ownership  (within the meaning of Rule 13d-3  promulgated  under the
Exchange  Act) of 25% or more of  either  (i) the  then  outstanding  non-voting
common stock of the Company (the "Non-Voting Stock") or (ii) the combined voting
power of the then outstanding  voting securities of the Company entitled to vote
generally  in the  election of  directors  (the  "Company  Voting  Securities");
provided, that any acquisition by (x) the Company or any of its subsidiaries, or
any employee  benefit plan (or related  trust)  sponsored or  maintained  by the
Company or any of its subsidiaries or (y) any Person that is eligible,  pursuant
to Rule  13d-1(b)  under the  Exchange  Act, to file a statement on Schedule 13G
with respect to its beneficial  ownership of Company Voting Securities,  whether
or not such Person  shall have filed a statement  on Schedule  13G,  unless such
Person shall have filed a statement  on Schedule 13D with respect to  beneficial
ownership of 25% or more of the Company Voting Securities,  shall not constitute
a  Change  of  Control;  and  provided,  further,  that the  provisions  of this
subsection (a) shall apply whether or not the Company  Voting  Securities or the
Non-Voting  Stock is registered or required to be registered  under the Exchange
Act; or

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

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

     (d)  Approval  by  the  shareholders  of  the  Company  of  (i) a  complete
liquidation or dissolution of the Company,  or (ii) a sale or other  disposition
of all or  substantially  all of the assets of the  Company,  or (iii) a sale or
disposition of Eaton Vance  Management  (or any successor  thereto) or of all or


<PAGE>
                                      -19-


substantially  all of the assets of Eaton  Vance  Management  (or any  successor
thereto),  or (iv) an  assignment by any direct or indirect  investment  adviser
subsidiary of the Company of investment advisory  agreements  pertaining to more
than 50% of the aggregate  assets under  management of all such  subsidiaries of
the Company,  in the case of (ii),  (iii) or (iv) other than to a corporation or
other  entity  with  respect to which,  following  such sale or  disposition  or
assignment, more than 60% of, respectively, the outstanding non-voting stock and
the combined voting power of the then outstanding voting securities  entitled to
vote generally in the election of directors is then owned beneficially, directly
or indirectly,  by all or substantially  all of the individuals and entities who
were the beneficial owners of the Non-Voting Stock and Company Voting Securities
immediately  prior to such sale,  disposition or assignment in substantially the
same  proportion as their  ownership of the Non-Voting  Stock and Company Voting
Securities,  as the case may be, immediately prior to such sale,  disposition or
assignment.

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

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

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

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


<PAGE>
                                      -20-


     14. General Provisions.

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

          (b) Compliance with Section 162(m) and Rule 16b-3. If any provision of
the Plan or any Option  Agreement  relating to a "covered  employee" or a person
subject  to Section 16 of the  Exchange  Act does not comply or is  inconsistent
with the  requirements of Code Section 162(m) or regulations  thereunder or Rule
16b-3,  such  provision  shall be  construed  or deemed  amended  to the  extent
necessary to conform to such requirements.

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

          (d) Taxes.  The Company or any  Subsidiary  is  authorized to withhold
from any payment  relating to an Option under the Plan, or any  distribution  of
Shares,  or any payroll or other payment to an Optionee,  amounts of withholding
and other taxes due in connection with any transaction  involving an Option, and
to take such other  action as the  Committee  may deem  advisable  to enable the
Company and  Optionees  to satisfy  obligations  for the payment of  withholding
taxes and other tax obligations relating to any Option or exercise thereof. This
authority  shall  include  authority  to  withhold  or  receive  Shares or other
property  and to make cash  payments in respect  thereof in  satisfaction  of an
Optionee's tax obligations.

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

          (f) Governing Law. The validity, construction, and effect of the Plan,
any rules and regulations  relating to the Plan, and any Option  Agreement shall
be determined in accordance with the laws of the Commonwealth of  Massachusetts,
without giving effect to principles of conflicts of laws, and applicable federal
law.
[{"type": "S-8", "sequence": "1", "filename": "evcs8.txt", "description": "EATON VANCE CORP. FORM S-8 FOR 1998 STOCK OPTION PLAN - RESTATEMENT NO. 4 DTD 1/12/05", "secsgml_size_bytes": 53284}]
{"company-data": {"conformed-name": "EATON VANCE CORP", "cik": "0000350797", "assigned-sic": "6282", "irs-number": "042718215", "state-of-incorporation": "MD", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-122000", "film-number": "05526644"}, "business-address": {"street1": "255 STATE STREET", "city": "BOSTON", "state": "MA", "zip": "02109", "phone": "6174828260"}, "mail-address": {"street1": "255 STATE STEET", "street2": "11TH FLOOR", "city": "BOSTON", "state": "MA", "zip": "02109"}}
As filed with the Securities and Exchange Commission on January 12, 2005
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

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

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

                    1998 STOCK OPTION PLAN-RESTATEMENT NO. 4
                    ----------------------------------------
                            (Full title of the Plan)

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

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

                         CALCULATION OF REGISTRATION FEE

                                                 Proposed maximum        Proposed maximum
Title of Securities to    Amount to be           offering price per      aggregate offering      Amount of
be registered             registered (1)         share (2)               price                   registration fee
------------------------- ---------------------- ----------------------- ----------------------- ---------------------
Non-Voting Common Stock   2,700,000              $49.83                  $134,541,000            $15,835.48
$.0078125 par value
(1) Plus such  additional  number of shares as may be  issuable  pursuant to the
Plan  in  the  event  of  a  stock  dividend,  stock  split,   recapitalization,
reorganization, merger or other similar corporate transaction or event.

(2) As instructed by Rule 457(h)(1) and estimated in accordance with Rule 457(c)
based upon the average of the high and low prices on The New York Stock Exchange
on January 5, 2005.

                               Page 1 of 20 pages.
                           Exhibit Index is on page 5.
-2-

                                EXPLANATORY NOTE

     This  Registration  Statement  has been  prepared  in  accordance  with the
requirements  of General  Instructions  D and E to Form S-8. The purpose of this
Registration  Statement is to register 2,700,000 additional shares of Non-Voting
Common Stock,  $.0078125 par value per share, to be issued under the Eaton Vance
Corp. ("Registrant") 1998 Stock Option Plan-Restatement No. 4. The contents of a
Registration  Statement filed August 13, 1999 for the same purpose, but relating
to different shares (File No. 333-85137 - Accession No. 0000350797-99-000002), a
Registration  Statement filed June 26, 2000 registering  additional shares under
the same plan (File No. 333-40112 -- Accession No. 0000350797-00-000008),  and a
Registration  Statement filed November 13, 2000  registering  additional  shares
under the same plan (File No.  333-49744 -- Accession No.  0000350797-00-500011)
are incorporated herein by reference.
-3-

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Boston,  Commonwealth of Massachusetts,  on this 12th
day of January, 2005.

                                EATON VANCE CORP.

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

                                POWER OF ATTORNEY

     We, the  undersigned  officers and  directors of Eaton Vance Corp.,  hereby
severally  constitute and appoint Alan R. Dynner, and Frederick Marius, and each
of them singly,  our true and lawful  attorneys  with full power to any of them,
and to each of them  singly,  to sign for us and in our names in the  capacities
indicated  below the  Registration  Statement on Form S-8 filed herewith and any
and all amendments to said  Registration  Statement and generally to do all such
things in our name and behalf in our  capacities  as officers  and  directors to
enable Eaton Vance Corp. to comply with the  provisions of the Securities Act of
1933,  as  amended,   and  all  requirements  of  the  Securities  and  Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys,  or any of them, to said  Registration  Statement and any
and all amendments thereto.
-4-

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

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

/s/ James B. Hawkes             President, Chief Executive      January 12, 2005
---------------------------     Officer and Director
James B. Hawkes                 (Principal Executive Officer)

/s/ John G.L. Cabot             Director                        January 12, 2005
---------------------------
John G.L. Cabot

/s/ Winthrop H. Smith, Jr.      Director                        January 12, 2005
---------------------------
Winthrop H. Smith, Jr.

/s/ Vincent M. O'Reilly         Director                        January 12, 2005
---------------------------
Vincent M. O'Reilly

/s/ Leo I. Higdon, Jr.          Director                        January 12, 2005
---------------------------
Leo I. Higdon, Jr.

/s/ Ralph Sorenson              Director                        January 12, 2005
---------------------------
Ralph Sorenson

/s/ Thomas E. Faust Jr.         Director                        January 12, 2005
---------------------------
Thomas E. Faust Jr.

/s/ William M. Steul            Treasurer (Principal            January 12, 2005
---------------------------     Financial Officer)
William M. Steul

/s/ Laurie G. Hylton            Chief Accounting Officer        January 12, 2005
---------------------------
Laurie G. Hylton
-5-

                                  EXHIBIT INDEX

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

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

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

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

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

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

Exhibit 99.1 (Copy of Registrant's 1998 Stock
Option Plan - Restatement No. 4) (filed herewith)..............................9
-6-

                                   Exhibit 5.1

                         [NIXON PEABODY LLP LETTERHEAD]

                               101 Federal Street
                        Boston, Massachusetts 02110-1832
                                 (617) 345-1000
                               Fax: (617) 345-1300

January 12, 2005

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

Ladies and Gentlemen:

     We have  acted as  special  counsel  for  Eaton  Vance  Corp.,  a  Maryland
corporation (the "Company"),  in connection with the preparation and filing with
the  Securities  and Exchange  Commission  under the  Securities Act of 1933, as
amended (the "Act"), of a Registration  Statement on Form S-8 (the "Registration
Statement")  relating to the offering of up to and  including  2,700,000  shares
(the "Shares") of the Company's  non-voting common stock,  $0.0078125 par value,
pursuant  to the  Company's  1998 Stock  Option Plan --  Restatement  No. 4 (the
"Plan").

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

     (i) the Registration Statement;

     (ii) the Plan;

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

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

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

     (vi) certain resolutions of the Board of Directors of the Company.
-7-

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

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

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

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

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

                                Very truly yours,

                                /s/ Nixon Peabody LLP
-8-

                                  Exhibit 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this  Registration  Statement of
Eaton Vance Corp. on Form S-8 of our report dated  December 12, 2003,  appearing
in the  Annual  Report  on Form 10-K of Eaton  Vance  Corp.  for the year  ended
October 31, 2003.

/s/ Deloitte & Touche LLP

Boston, Massachusetts
January 12, 2005
-9-

                                  Exhibit 99.1

                                                   As effective October 31, 2004

                                EATON VANCE CORP.

                             1998 STOCK OPTION PLAN

                                RESTATEMENT NO. 4

     1.  Definitions.  As used in this Eaton Vance Corp.  1998 Stock Option Plan
the following terms shall have the following meaning:

     Board means the Company's Board of Directors.

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

     Committee  means the  Compensation  Committee  of the Board,  or such other
Board committee as may be appointed by the Board to administer the Plan pursuant
to Section 5.

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

     Director  Option means a  nonqualified  stock option  granted to a director
pursuant to the formula plan set forth in Section 8.

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

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

     Incentive Option means an Option that satisfies the requirements of Section
422 of the Code.

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

     Nonqualified  Option means an Option other than an Incentive Option granted
to an employee.
-10-

     Option means an option to purchase Shares granted under the Plan.

     Option  Agreement  means an agreement  between the Company and an Optionee,
setting forth the terms and conditions of an Option.

     Option Price means the price to be paid by an Optionee  upon exercise of an
Option.

     Optionee  means a person  eligible  to  receive an Option to whom an Option
shall have been granted under the Plan.

     Plan means this 1998 Stock Option Plan, as amended or restated from time to
time.

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

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

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

     Subsidiary means a subsidiary of the Company,  as defined in Section 424(f)
of the Code.

     2.  Purpose.  The  purpose of the Plan is to advance the  interests  of the
Company by  strengthening  the ability of the Company  and its  Subsidiaries  to
attract,  retain and motivate  directors and employees by providing them with an
opportunity  to purchase  Shares and thus  participate  in the  ownership of the
Company,  including the opportunity to share in any appreciation in the value of
such  Shares.  It is intended  that the Plan will  strengthen  the  mutuality of
interest  between  such  persons  and  the  stockholders  of the  Company.  Both
Incentive  Options and Nonqualified  Options may be granted under the Plan. This
Plan is the successor to the Company's 1995 Stock Option Plan - Restatement  No.
2.

     3. Effective  Date. The Plan became  effective on July 7, 1998, the date it
was adopted by the Board and approved by the voting stockholders of the Company.
This  Restatement  No. 4 became  effective on October 31, 2004,  the date it was
adopted by the Board and approved by the voting stockholders of the Company.

     4. Stock Subject to the Plan; Adjustments.

          (a) Shares Reserved. Subject to adjustment as hereinafter provided,
the total  number of Shares  reserved for  issuance in  connection  with Options
under the Plan  shall be  14,700,000.  No Option may be granted if the number of
shares  to which  such  Option  relates,  when  added to the  number  of  Shares
-11-

previously  issued under the Plan,  exceeds the number of shares  reserved under
this Section 4(a).  Shares  issued under the Plan shall be counted  against this
limit in the manner specified in Section 4(b).

          (b) Manner of Counting Shares.  If any Shares subject to an Option are
forfeited, canceled, exchanged, or surrendered or such Option is settled in cash
or otherwise  terminates  without a distribution  of Shares to the  Participant,
including  (i) the number of Shares  withheld in payment of any Option  Price or
tax  obligation  relating to the  exercise of such Option and (ii) the number of
Shares  equal to the number  surrendered  in payment of any Option  Price or tax
obligation  relating to the exercise of such Option,  such number of Shares will
again  be  available  for  Options  under  the  Plan.  The  Committee  may  make
determinations  and adopt regulations for the counting of Shares relating to any
Option to ensure  appropriate  counting,  avoid double  counting (in the case of
substitute Options), and provide for adjustments in any case in which the number
of Shares  actually  distributed  differs  from the number of Shares  previously
counted in connection with such Option.

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

          (d) Adjustments.  In the event that the Committee shall determine that
any  dividend or other  distribution  (whether in the form of cash,  Shares,  or
other property)  which is unusual and  non-recurring,  or any  recapitalization,
stock split, reverse split,  reorganization,  merger,  consolidation,  spin-off,
combination,   repurchase  or  share  exchange,   or  other  similar   corporate
transaction  or event affects the Shares such that an adjustment is  appropriate
in order to prevent dilution or enlargement of the rights of Optionees under the
Plan, then the Committee shall make such equitable  changes or adjustments as it
deems  appropriate  and, in such manner as it may deem equitable,  adjust any or
all of (i) the  number  and kind of  Shares  which may  thereafter  be issued in
connection  with Options,  (ii) the number and kind of Shares issued or issuable
in respect of outstanding Options or, if deemed appropriate, make provisions for
payment of cash or other property with respect to any outstanding Option,  (iii)
the Option Price relating to any Option,  and (iv) the number and kind of Shares
set forth in Section 7(d) as the  per-person  limitation  for any three calendar
years; provided,  however, in each case that, with respect to Incentive Options,
such adjustment shall be made in accordance with Section 424 of the Code, unless
the Committee determines otherwise.  In addition, the Committee is authorized to
make  adjustments  in  the  terms  and  conditions  of,  and  any  criteria  and
performance  objectives or goals  included in, Options in recognition of unusual
or non-recurring  events (including events described in the preceding  sentence,
as well as acquisitions and dispositions of assets or all or part of businesses)
affecting the Company or any  Subsidiary or any business  unit, or the financial
statements thereof,  or in response to changes in applicable laws,  regulations,
accounting principles,  tax rates and regulations,  or business conditions or in
view of the Committee's  assessment of the business  strategy of the Company,  a
-12-

Subsidiary,  or business unit thereof,  performance of comparable organizations,
economic and business conditions,  personal performance of an Optionee,  and any
other circumstances deemed relevant;  provided that, unless otherwise determined
by the  Committee,  no such  adjustment  shall be made if and to the extent that
such  adjustment  would cause  Options  granted to  employees  who are  "covered
employees"  within  the  meaning  of Code  Section  162(m) to fail to qualify as
"performance-based  compensation"  under Code  Section  162(m)  and  regulations
thereunder.

     5. Administration.

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

               (i) to select employees to whom Options may be granted;

               (ii) to determine the type and number of Options to be granted to
employees,  the number of Shares to which such an Option may  relate,  the terms
and conditions of any Option  granted to an employee  under the Plan  (including
the Option  Price,  any  restriction  or  condition,  any  schedule for lapse of
restrictions   or  conditions   relating  to   transferability   or  forfeiture,
exercisability,  or settlement of such an Option,  and waivers or  accelerations
thereof, and waivers of performance conditions relating to such an option, based
in each case on such  considerations as the Committee shall determine),  and all
other  matters to be  determined  in  connection  with any Option  granted to an
employee;

               (iii) to  determine  whether,  to what  extent,  and  under  what
circumstances  an Option may be  settled,  or the Option  Price may be paid,  in
cash,  Shares  or other  property,  or an  Option  may be  canceled,  forfeited,
exchanged, or surrendered;

               (iv)  to  determine  whether,  to what  extent,  and  under  what
circumstances  cash,  Shares or other property payable with respect to an Option
will be deferred either automatically,  at the election of the Committee,  or at
the election of the Optionee, and whether to create trusts and deposit Shares or
other property therein;

               (v) to prescribe  the form of each Option  Agreement,  which need
not be identical for each Optionee;

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

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

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

In its administration of the Plan, the Committee shall not take any action which
would result in a transaction  involving a Director  Option failing to be exempt
under Rule 16b-3(d). Other provisions of the Plan notwithstanding, the Board may
-13-

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

          (b) Manner of  Exercise  of  Committee  Authority.  At any time that a
member of the Committee is not a Qualified  Member,  any action of the Committee
relating  to an Option to be  granted  to an  employee  who is then  subject  to
Section 16 of the  Exchange  Act in respect of the  Company,  or  relating to an
Option intended to constitute "qualified performance-based  compensation" within
the meaning of Code  Section  162(m) and  regulations  thereunder,  may be taken
either (i) by a subcommittee  composed solely of two or more Qualified  Members,
or (ii) by the Committee but with each such member who is a not Qualified Member
abstaining or recusing himself or herself from such action,  provided that, upon
such abstention or recusal, the Committee remains composed solely of two or more
Qualified  Members.  Such action,  authorized by such a  subcommittee  or by the
Committee upon the abstention or recusal of such non-Qualified Member(s),  shall
be the  action of the  Committee  for  purposes  of the Plan.  Any action of the
Committee  with respect to the Plan shall be final,  conclusive,  and binding on
all persons, including the Company, Subsidiaries, Optionees, any person claiming
any rights under the Plan from or through any Optionee,  and stockholders of the
Company.  The express  grant of any  specific  power to the  Committee,  and the
taking of any action by the  Committee,  shall not be  construed as limiting any
power or authority of the  Committee.  The Committee may delegate to officers or
managers of the Company or any Subsidiary  the authority,  subject to such terms
as the Committee shall determine,  to perform administrative  functions and such
other  functions as the Committee may determine,  to the extent  permitted under
applicable  law and, with respect to any Optionee who is then subject to Section
16 of the Exchange Act in respect of the Company,  to the extent  performance of
such function will not result in a subsequent  transaction  failing to be exempt
under Rule 16b-3(d).

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

     6.  Duration  of the Plan.  This Plan  shall  terminate  ten years from the
original  effective date hereof,  unless terminated  earlier pursuant to Section
12, and no Options may be granted thereafter.
-14-

     7. Options for Employees.

          (a) Eligible  Employees.  Options may be granted to those employees of
the Company or of any of its Subsidiaries as are selected by the Committee.

          (b)  Restrictions  on Incentive  Options.  Incentive  Options shall be
subject to the following restrictions:

               (i)  Limitation  on  Number of  Shares.  To the  extent  that the
aggregate  Market Value on the Grant Date of the Shares with respect to which an
Option that would otherwise constitute an Incentive Option (when aggregated,  if
appropriate,  with incentive  stock options granted before the Option under this
Plan or any other  plan  maintained  by the  Company  or any  Subsidiary  of the
Company) is exercisable  for the first time by the Optionee  during any calendar
year exceeds $100,000, the Option shall be treated as a Nonqualified Option.

               (ii) 10% Stockholder. If any Optionee to whom an Incentive Option
is granted is on the Grant Date the owner of stock (as determined  under Section
424(d) of the Code)  possessing more than 10% of the total combined voting power
of all  classes  of stock of the  Company or any of its  Subsidiaries,  then the
following special provisions shall be applicable to that Incentive Option:

                    (A) The Option  Price per Share  shall not be less than 110%
               of the Market Value on the Grant Date; and

                    (B) The  Incentive  Option  shall  expire not more than five
               years after the Grant Date.

          (c) Price.  Subject to the conditions on certain  Incentive Options in
Section  7(b),  the Option  Price per Share  payable  upon the  exercise of each
Incentive  Option  shall be not less than 100% of the Market  Value on the Grant
Date.  The  Option  Price  per  Share of stock  payable  upon  exercise  of each
Nonqualified  Option shall be  determined  by the  Committee,  provided that the
Option Price shall not be less than 100% of the Market Value on the Grant Date.

          (d)  Limitation  on Number of Shares to be Granted  to Each  Optionee.
Each Option  Agreement  shall specify the number of Shares to which it pertains.
No Optionee  may receive,  during any three  calendar  year  period,  Options to
purchase more than  3,600,000  Shares.  If any Option  granted to an employee is
canceled, the canceled Option continues to be counted against the maximum number
of Shares for which Options may be granted to that employee  under the Plan. If,
after  grant of an Option to an  employee,  the  Option  Price is  reduced,  the
transaction  will be treated as a cancellation  of the Option and the grant of a
new Option,  and in such case both the Option that is deemed to be canceled  and
the Option that is deemed to be granted  reduce the maximum number of Shares for
which Options may be granted to that employee  under the Plan. The preceding two
sentences apply only to calculating the maximum number of Shares available to an
Optionee  during  any three  calendar  year  periods,  and shall not apply to or
affect the manner of counting Shares pursuant to Section 4(b).
-15-

          (e) Exercise of Options. Subject to the terms and conditions set forth
in the Option Agreement, each Option shall be exercisable for the full amount or
for any  part  thereof  and at such  intervals  or in such  installments  as the
Committee  may  determine at the time it grants the Option;  provided,  however,
that no Option  shall be  exercisable  with respect to any Shares later than ten
years after the Grant Date.

     8. Formula Plan; Options for Directors. Upon first election to the Board of
Directors of the Company of a person who was not, within twelve months preceding
election,  either an officer of employee of the Company or any Subsidiary,  such
person shall be granted a Director Option to purchase 6,000 Shares. On the third
Friday of December  in each year,  each  director  who is not an employee of the
Company and its  Subsidiaries  shall receive a Director Option to purchase 6,000
Shares.  In the event that on any Grant Date there is not a sufficient number of
Shares  available to implement  fully the  preceding  sentences,  then each such
director shall receive a pro rata portion of the Director Option contemplated by
the preceding sentences.  The Option Price for each Director Option shall be the
Market  Value on the  Grant  Date or,  in the  event  there is no  Market  Value
available on the Grant Date, on the date next following the Grant Date for which
a Market Value is available.  Each Director  Option shall become  exercisable in
four equal  installments upon each of the first four  anniversaries of the Grant
Date.  No Director  Option shall be  exercisable  later than ten years after the
Grant Date.  It is intended  that each  Director  Option  automatically  granted
pursuant to this  Section 8 shall be made  pursuant to a formula plan as defined
in Release No.  34-37260 of the  Securities  and Exchange  Commission  (adopting
restated Rule 16b-3).

     9. Terms and Conditions Applicable to All Options.

          (a) Non-Transferability.  Except as otherwise expressly provided in an
Option Agreement, no Option shall be transferable by the Optionee, other than by
will  or the  laws of  descent  and  distribution,  and  each  Option  shall  be
exercisable,  during the  Optionee's  lifetime,  only by him or her (i.e. if the
Option is exercised during the Optionee's lifetime, it shall only be exercisable
by the Optionee).

          (b) Notice of Exercise  and Payment.  An Option  shall be  exercisable
only by delivery of a written  notice to the  Company's  Treasurer  or any other
officer of the Company designated by the Committee to accept such notices on its
behalf, specifying the number of Shares for which it is exercised. If the Shares
are not at that time effectively registered under the Securities Act of 1933, as
amended,  the  Optionee  shall  include  with such notice a letter,  in form and
substance  satisfactory  to the  Company,  confirming  that the Shares are being
purchased for the  Optionee's  own account for investment and not with a view to
distribution. Payment shall be made in full at the time the Option is exercised.
Payment shall be made by (i) cash or check,  (ii) delivery and assignment to the
Company of Shares  having  been  owned by the  Optionee  for such  period as the
Company's  Treasurer  may  determine and having a Market Value as of the date of
exercise  equal to the  exercise  price,  (iii) if  approved  by the  Committee,
delivery of the Optionee's  promissory  note for the exercise price, or (iv) any
combination of (i), (ii) or (iii) above.

          (c) No Rights to Options;  No  Stockholder  Rights.  No employee shall
have  any  claim to be  granted  an  Option  under  the  Plan,  and  there is no
obligation for uniformity of treatment of employees. No Option shall confer upon
-16-

the Optionee  any rights as a  stockholder  or any claim to dividends  paid with
respect to any Shares to which the Option  relates  unless and until such Shares
are duly issued to him or her in accordance with the terms of the Option.

          (d) Cancellation and Rescission of Options.  The Committee may provide
in any Option  Agreement  that, in the event an Optionee  violates a term of the
Option  Agreement  or  other  agreement  with  or  policy  of the  Company  or a
Subsidiary,  takes or omits to take actions that are deemed to be in competition
with the Company or its Subsidiaries, an unauthorized solicitation of customers,
suppliers,  or employees of the Company or its Subsidiaries,  or an unauthorized
disclosure or misuse of proprietary or  confidential  information of the Company
or its  Subsidiaries,  or takes or omits  to take  any  other  action  as may be
specified in the Option  Agreement,  the Optionee shall be subject to forfeiture
of such Option or portion,  if any, of the Option as may then remain outstanding
and also to forfeiture of any amounts of cash, Shares or other property received
by the Optionee upon exercise or settlement of such Option or in connection with
such  Option  during  such  period (as the  Committee  may provide in the Option
Agreement) prior to the occurrence which gives rise to the forfeiture.

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

     10.  Termination of Options.  Each Option shall terminate and may no longer
be  exercised if the  Optionee  ceases to perform  services for the Company or a
Subsidiary, in accordance with the following provisions:

          (i)  if  the  Optionee's   services  shall  have  been  terminated  by
resignation  or other  voluntary  action,  or if such  services  shall have been
terminated  involuntarily  for  cause,  all  of  the  Optionee's  Options  shall
terminate and may no longer be exercised;

          (ii) if the  Optionee's  services  shall have been  terminated for any
reason other than cause, resignation or other voluntary action before his or her
eligibility to retire,  and before his or her disability or death, he or she may
at any time within a period of fifteen  (15) months  after such  termination  of
service  exercise  his or her  Options  to the  extent  that  the  Options  were
exercisable on the date of termination of service;

          (iii) if the Optionee's  service shall have been terminated because of
disability  within the meaning of Section 22(e)(3) of the Code, he or she may at
-17-

any time  within a period of  fifteen  (15)  months  after such  termination  of
service  exercise  his or her  Options  to the  extent  that such  Options  were
exercisable on the date of termination of service; and

          (iv)  if the  Optionee  dies  at a time  when  he or  she  might  have
exercised  an  Option,  then  his  or her  estate,  personal  representative  or
beneficiary to whom it has been transferred  pursuant to Section 9(a) hereof may
at any time within a period of fifteen  (15) months after the  Optionee's  death
exercise  the Option to the extent the Optionee  might have  exercised it at the
time of death;

provided,  however,  that the  Committee  may, at its sole  discretion,  provide
specifically  in an Option  Agreement  for such other period of time (shorter or
longer than as set forth above)  during which an Optionee may exercise an Option
after  termination  of the  Optionee's  services as the  Committee  may approve,
subject to the  overriding  limitation  that no Option may be  exercised  to any
extent by anyone after the date of expiration of the Option.

     11.  Withholding  Taxes;  Delivery of Shares.  The Company's  obligation to
deliver  Shares upon  exercise of an Option  shall be subject to the  Optionee's
satisfaction  of all applicable  federal,  state and local income and employment
tax  withholding  obligations.  The  Optionee  may  satisfy the  obligations  by
electing (a) to make a cash  payment to the Company,  or (b) to have the Company
withhold Shares with a value equal to the amount required to be withheld, or (c)
to deliver to the  Company  Shares  having been owned by the  Optionee  for such
period as the Company's  Treasurer may determine and having a value equal to the
amount required to be withheld.  The value of Shares to be withheld or delivered
shall be based on the Market  Value on the date the amount of tax to be withheld
is to be determined.  The Optionee's  election to have Shares  withheld for this
purpose will be subject to the following restrictions:  (1) the election must be
made prior to the date the amount of tax is to be  determined,  (2) the election
must be irrevocable,  and (3) the election will be subject to the disapproval of
the Committee.

     12.  Termination  or Amendment of Plan. The Board may at any time terminate
the Plan or make such changes in or additions to the Plan as it deems  advisable
without further action on the part of the shareholders of the Company, provided:

          (a) that no such  termination or amendment shall  adversely  affect or
impair any then  outstanding  Option without the consent of the Optionee holding
that Option; and

          (b) that any such amendment which: (i) increases the maximum number of
Shares  subject to this Plan,  or (ii) changes the class of persons  eligible to
participate in this Plan, or (iii) materially increases the benefits accruing to
participants  under  this  Plan,  shall be  subject  to  approval  by the voting
stockholders  of the  Company  within one year from the  effective  date of such
amendment and shall be null and void if such approval is not obtained.

     13.  Change of  Control -  Automatic  Vesting of  Options.  Notwithstanding
anything to the contrary herein, the Board or the Committee shall include in the
Option  Agreement for each unvested Option granted under this Plan the following
provision, and such inclusion may be effected by incorporating this provision by
reference to this Section 13:
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     This Option shall be immediately  exercisable and the Optionee shall become
eligible  to purchase  any and all shares  covered by each Option at any time or
from time to time after the occurrence of a Change of Control of the Company.  A
"Change of Control" shall mean:

     (a) The acquisition, other than from the Company, by any individual, entity
or group (within the meaning of Section 13(d) (3) or 14(d) (2) of the Securities
Exchange  Act of  1934,  as  amended  (the  "Exchange  Act"))  (a  "Person")  of
beneficial  ownership  (within the meaning of Rule 13d-3  promulgated  under the
Exchange  Act) of 25% or more of  either  (i) the  then  outstanding  non-voting
common stock of the Company (the "Non-Voting Stock") or (ii) the combined voting
power of the then outstanding  voting securities of the Company entitled to vote
generally  in the  election of  directors  (the  "Company  Voting  Securities");
provided, that any acquisition by (x) the Company or any of its subsidiaries, or
any employee  benefit plan (or related  trust)  sponsored or  maintained  by the
Company or any of its subsidiaries or (y) any Person that is eligible,  pursuant
to Rule  13d-1(b)  under the  Exchange  Act, to file a statement on Schedule 13G
with respect to its beneficial  ownership of Company Voting Securities,  whether
or not such Person  shall have filed a statement  on Schedule  13G,  unless such
Person shall have filed a statement  on Schedule 13D with respect to  beneficial
ownership of 25% or more of the Company Voting Securities,  shall not constitute
a  Change  of  Control;  and  provided,  further,  that the  provisions  of this
subsection (a) shall apply whether or not the Company  Voting  Securities or the
Non-Voting  Stock is registered or required to be registered  under the Exchange
Act; or

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

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

     (d)  Approval  by  the  shareholders  of  the  Company  of  (i) a  complete
liquidation or dissolution of the Company,  or (ii) a sale or other  disposition
of all or  substantially  all of the assets of the  Company,  or (iii) a sale or
disposition of Eaton Vance  Management  (or any successor  thereto) or of all or
-19-

substantially  all of the assets of Eaton  Vance  Management  (or any  successor
thereto),  or (iv) an  assignment by any direct or indirect  investment  adviser
subsidiary of the Company of investment advisory  agreements  pertaining to more
than 50% of the aggregate  assets under  management of all such  subsidiaries of
the Company,  in the case of (ii),  (iii) or (iv) other than to a corporation or
other  entity  with  respect to which,  following  such sale or  disposition  or
assignment, more than 60% of, respectively, the outstanding non-voting stock and
the combined voting power of the then outstanding voting securities  entitled to
vote generally in the election of directors is then owned beneficially, directly
or indirectly,  by all or substantially  all of the individuals and entities who
were the beneficial owners of the Non-Voting Stock and Company Voting Securities
immediately  prior to such sale,  disposition or assignment in substantially the
same  proportion as their  ownership of the Non-Voting  Stock and Company Voting
Securities,  as the case may be, immediately prior to such sale,  disposition or
assignment.

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

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

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

          (3) A  Business  Combination  or change in the  capitalization  of the
Company  pursuant  to which the holders of the  Non-Voting  Stock of the Company
become  holders of voting  securities  of the Company or of the  corporation  or
other entity resulting from such Business Combination, in substantially the same
proportion as their  ownership of  Non-Voting  Stock  immediately  prior to such
Business Combination or change in capitalization.
-20-

     14. General Provisions.

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

          (b) Compliance with Section 162(m) and Rule 16b-3. If any provision of
the Plan or any Option  Agreement  relating to a "covered  employee" or a person
subject  to Section 16 of the  Exchange  Act does not comply or is  inconsistent
with the  requirements of Code Section 162(m) or regulations  thereunder or Rule
16b-3,  such  provision  shall be  construed  or deemed  amended  to the  extent
necessary to conform to such requirements.

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

          (d) Taxes.  The Company or any  Subsidiary  is  authorized to withhold
from any payment  relating to an Option under the Plan, or any  distribution  of
Shares,  or any payroll or other payment to an Optionee,  amounts of withholding
and other taxes due in connection with any transaction  involving an Option, and
to take such other  action as the  Committee  may deem  advisable  to enable the
Company and  Optionees  to satisfy  obligations  for the payment of  withholding
taxes and other tax obligations relating to any Option or exercise thereof. This
authority  shall  include  authority  to  withhold  or  receive  Shares or other
property  and to make cash  payments in respect  thereof in  satisfaction  of an
Optionee's tax obligations.

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

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