As filed with the Securities and Exchange Commission on April 28, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

                  1984, 1989, 1992 AND 1995 STOCK OPTION PLANS
                  --------------------------------------------
                            (Full title of the plans)

                              Alan R. Dynner, Esq.
                              c/o Eaton Vance Corp.
                   The Eaton Vance Building, 255 State Street
                           Boston, Massachusetts 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>
<CAPTION>
<S>                    <C>            <C>            <C>                    <C>

Title of                           Proposed        Proposed
Securities         Amount to       maximum         maximum               Amount of
   to be              be           offering pric   aggregate             registration
REGISTERED         REGISTERED      PER SHARE       OFFERING PRICE        FEE
----------         ----------      ---------       --------------        ---

Non-Voting         634,730 (1)      $40.40625(1)      $25,647,059(1)     $6770.82
Common Stock,      shares
$.015625 par value
---------------

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rules  457(c)  and  457(h)  under the  Securities  Act of 1933,  as
amended,  upon the basis of the  average of the high and low sale  prices of the
Registrant's  Non-Voting Common Stock as reported on the New York Stock Exchange
on April 20, 2000.

</TABLE>

                               Page 1 of 16 pages.
                        Exhibit Index begins on page 15.


<PAGE>



                                   PROSPECTUS

                                 634,730 SHARES

                                EATON VANCE CORP.

                             NON-VOTING COMMON STOCK


     This Prospectus relates to an aggregate of 634,730 shares (the "Shares") of
Non-Voting  Common Stock,  $.015625 par value per share (the "Non-Voting  Common
Stock"),  of Eaton Vance Corp.  (the  "Company"),  which may be offered for sale
from time to time by or for the account of certain  shareholders  of the Company
who have purchased the Shares upon the exercise of options acquired  pursuant to
the  Company's  stock option plans or by or for the account of their  respective
pledgees,  donees,  trustees,  legatees,  heirs or legal representatives (all of
such  persons  being  hereinafter  referred to as "Selling  Shareholders").  The
Shares are being  registered  under the  Securities Act of 1933, as amended (the
"Securities  Act") on behalf of the Selling  Shareholders in order to permit the
public sale or other distribution of the Shares.

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

         The  Non-Voting  Common Stock is traded on the New York Stock  Exchange
("NYSE")  under the  symbol EV. On April 20,  2000,  the  closing  price for the
Non-Voting Common Stock on the NYSE was $40.6250 per share.

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

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.


                  The date of this Prospectus is April 28, 2000

                                       2

<PAGE>


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

                                TABLE OF CONTENTS
                                                                            PAGE
Available Information..........................................................3
Incorporation of Certain Documents by Reference................................4
The Company....................................................................5
Selling Shareholders.........................................................5-6
Plan of Distribution.........................................................6-7
Description of Non-Voting Common Stock.......................................8-9
Experts........................................................................9
Recent Developments............................................................9

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

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  asamended  (the  "Exchange  Act"),  and,  in  accordance
therewith,  files reports and other information with the Securities and Exchange
Commission  (the  "Commission").  Reports  and  other  information  filed by the
Company with the Commission  pursuant to the  informational  requirements of the
Exchange  Act may be  inspected  and copied at the public  reference  facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington,  D.C. 20549,
and at the  following  Regional  Offices of the  Commission:  New York  Regional
Office, 7 World Trade Center,  Suite 1300, New York, New York 10048; and Chicago
Regional  Office,  500  West  Madison  Street,  Suite  1400,  Chicago,  Illinois
60661-2511.  Copies of such material may be obtained  from the Public  Reference
Section of the Commission at 450 Fifth Street,  N.W.,  Washington D.C. 20549, at
prescribed  rates.  The public may obtain  information  on the  operation of the
public reference room by calling 1-800-SEC-0330. The Commission also maintains a
site on the World Wide Web at http./www.sec.gov. that contains reports and other
information  regarding registrants that file electronically with the Commission.
The  Non-Voting  Common  Stock is traded on the NYSE.  Information  filed by the
Company with the NYSE can be  inspected  and copied at the office of the NYSE at
20 Broad Street, New York, New York 10005.

                                       3

<PAGE>


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

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

          (1)  The  Company's  Form 10-K dated  January 26, 2000,  that contains
               audited financial statements for the Company's latest fiscal year
               for which such statements have been filed;

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

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

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

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

     The Company  will furnish  without  charge to each  person,  including  any
beneficial owner, to whom this Prospectus is delivered, upon the request of such
person, a copy of any or all of the documents  incorporated herein by reference,
other  than  exhibits  to such  documents.  Requests  should  be  addressed  to:
Treasurer,  Eaton Vance  Corp.,  The Eaton  Vance  Building,  255 State  Street,
Boston, Massachusetts 02109, (617) 482-8260.

                                       4

<PAGE>


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

     Eaton Vance Corp., a Maryland corporation (the "Company"), is the issuer of
the Shares of Non-Voting Common Stock,  $.015625 par value per share, covered by
this Prospectus.  The principal  executive offices of the Company are located at
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, and its
telephone number is (617) 482-8260.

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

     The Selling  Shareholders  listed below are or were officers,  directors or
employees of the Company and/or of its subsidiaries,  Eaton Vance Management,  a
Massachusetts  business trust  ("EVM"),  and Eaton Vance  Distributors,  Inc., a
Massachusetts  corporation ("EVD"). Such Shareholders acquired the shares of the
Company's Non-Voting Common Stock being offered hereunder pursuant to certain of
the  Company's  stock option  plans.  (See  "Description  Of  Non-Voting  Common
Stock".) Although each of the Selling  Shareholders  listed below is eligible to
sell Shares under this Prospectus,  such selling Shareholders do not necessarily
have any present  intention  to sell all or a part of their  Shares.  Certain of
such Shareholders may be deemed to be "affiliates" of the Company, as defined in
Rule 405 under the  Securities  Act.  The Company  will not receive any proceeds
from the sale of the Shares.  A total of 634,730  shares is  available  for sale
under this Prospectus as follows:


<TABLE>
<CAPTION>
<S>                     <C>                            <C>              <C>           <C>

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

H. Day Brigham            Former Officer of             463,376         52,870       410,506/1.16%
                          EVM
Thomas J. Fetter          Vice President of             100,591         22,500        78,091/0.22%
                          EVM
M. Dozier Gardner         Former Vice                   694,510        201,656       492,854/1.39%
                          Chairman and
                          Director
</TABLE>

----------
1 Assumes  35,358,879  shares of  Non-Voting  Common  Stock will be  outstanding
following the offering.

                                       5

<PAGE>


<TABLE>
<CAPTION>
<S>                            <C>                       <C>          <C>             <C>

Kenneth A. Johnston        Vice President of            69,413      36,800        32,613/0.09%
                           EVM
Peter F. Kiely             Former Officer of           196,295     115,544        80,751/0.23%
                           EVM
Anne M. Morgan             Vice President of            43,943      25,800        18,143/0.05%
                           EVM
Laurence S. Reineman       Vice President of           193,122     106,960        86,162/0.24%
                           EVM
Duncan W. Richardson       Vice President of            75,769      11,800        63,969/0.18%
                           EVM
Benjamin A. Rowland, Jr.   Former Officer and          789,948      60,800       729,148/2.06%
                           Director

</TABLE>

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

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

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

                                       6

<PAGE>

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

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

     The Selling  Shareholders have advised the Company that during such time as
they may be engaged in a distribution  of the Shares they will comply with Rules
10b-2,  10b-6 and 10b-7 under the Exchange Act (as those Rules are  described in
more detail below) and, in connection  therewith,  the Selling Shareholders have
agreed  not to engage  in any  stabilization  activity  in  connection  with the
Company's securities,  to furnish to each broker-dealer through which the Shares
may be offered  copies of this  Prospectus,  and not to bid for or purchase  any
securities of the Company or attempt to induce any person to purchase any of the
Company's  securities  except as permitted  under the Exchange  Act. The Selling
Shareholders  have also agreed to inform the Company  when the  distribution  of
their respective Shares is completed.

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

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

     The Company will pay certain  expenses  incidental to the offering and sale
of the Shares to the public  estimated to be approximately  $9,800.  The Company
will not pay for, among other expenses, selling expenses, underwriting discounts
or fees and expenses of counsel for the Selling Shareholders.

                                       7

<PAGE>

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

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

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

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

     The Company is also  authorized  to issue  320,000  shares of voting Common
Stock,  $.015625 par value.  All voting  rights are vested in the voting  Common
Stock.  Each share of voting Common Stock is entitled to participate pro rata in
distributions  upon  liquidation  and to one vote on all matters  submitted to a
vote of  stockholders.  Dividends  may be paid to the  holders of voting  Common
Stock when and if declared by the Board of  Directors  out of any funds  legally
available therefor. Holders of voting Common Stock have no preemptive or similar
rights nor do they have cumulative voting rights. The voting Common Stock is not
publicly traded. All outstanding shares of the voting Common Stock are deposited
in a Voting Trust, of which the Voting Trustees are James B. Hawkes (Chairman of
the Board,  President,  Chief Executive  Officer and a Director of the Company),
Jeffrey P. Beale (an officer of  subsidiaries  of the  Company),  Alan R. Dynner
(Secretary of the Company),  Thomas E. Faust,  Jr.  (Executive Vice President of
the Company), Scott H. Page (an officer of subsidiaries of the Company),  Duncan
W.  Richardson  (an officer of  subsidiaries  of the Company),  William M. Steul
(Treasurer of the Company),  Payson F. Swaffield (an officer of  subsidiaries of
the Company), Michael W. Weilheimer (an officer of subsidiaries of the Company),
and Wharton P. Whitaker (an officer of a subsidiary of the Company).  The Voting
Trust expires on October 30, 2000. The Voting Trustees have unrestricted  voting
rights for the election of the  Company's  Directors  and inasmuch as the eleven
Voting  Trustees  of said  Voting  Trust have  unrestricted  voting  rights with
respect to said voting  Common Stock  (except  that the Voting  Trust  Agreement
provides  that any  action  of the  Voting  Trustees  to  approve  (1) the sale,
mortgage or pledge of all or substantially all of the Company's assets, or (2) a
change in the  capital  structure  or powers  of the  Company,  or (3) a merger,

                                       8

<PAGE>

consolidation, reorganization or dissolution of the Company, or (4) an amendment
to or a  termination  of the  Voting  Trust,  or (5) the  addition  of a  Voting
Trustee, or the removal of a Voting Trustee by the other Voting Trustees, or (6)
the renewal of the term of the Voting Trust,  shall require the written  consent
of the holders of Voting Trust  receipts  representing  a majority of such Stock
subject at the time to the Voting  Trust),  they may be deemed to be  beneficial
owners of all of the Company's outstanding voting Common Stock. The Voting Trust
agreement  provides that the Voting  Trustees  shall act by majority if there be
three or more  Voting  Trustees;  otherwise  they  shall  act  unanimously.  All
outstanding  Voting Trust  Receipts  issued under said Voting Trust are owned by
the Voting Trustees. As at April 20, 2000, Messrs. Hawkes, Beale, Dynner, Faust,
Fetter, Page, Richardson, Steul, Swaffield,  Weilheimer, and Whitaker each owned
24%,  3%, 12%,  18%,  5%, 3%, 5%, 12%,  3%, 3%, and 12%,  respectively,  of such
Voting Trust Receipts.

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

     The financial  statements  and the related  financial  statement  schedules
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended  October 31, 1999 have been audited by Deloitte and
Touche  LLP,  independent  auditors,  as stated in their  report  (which  report
expresses an unqualified opinion and includes an explanatory  paragraph relating
to changes in the method of accounting for offering costs incurred in connection
with the  distribution  of closed end funds),  which is  incorporated  herein by
reference,  and have been so  incorporated  in reliance  upon the report of such
firm given upon their authority as experts in accounting and auditing.

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

     There have been no  material  changes in the  Company's  affairs  since its
Annual  Report on Form 10-K for the year ended  October  31, 1999 which have not
been described in a Quarterly  Report on Form 10-Q or a periodic  report on Form
8-K. See "Incorporation of Certain Documents by Reference."

                                       9

<PAGE>



PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

                  (1) The  Registrant's  Form 10-K dated January 26, 2000,  that
         contains  audited  financial  statements  for the  Registrant's  latest
         fiscal year for which such statements have been filed; and

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

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

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

         Item 4.  DESCRIPTION OF SECURITIES.
                  -------------------------

         Not applicable.

         Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
                  --------------------------------------

         Not applicable.

         Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
                  -----------------------------------------

     Article  NINTH,  section (8) of the  Company's  Articles  of  Incorporation
provides  that,  to the extent  permitted by the laws of  Maryland,  the Company
shall  indemnify  any person that (a) is serving as a director or officer of the
Company,  (b) any  person  that has  served as an  officer  or  director  of the
Company,  and (c) any person who at the request of the Company is serving or has
served  as a  director,  officer,  trustee,  partner,  employee,  agent or other
representative  of  another   corporation,   joint  stock  company,   syndicate,
association,  firm, trust,  partnership or other entity, against all liabilities

                                       10

<PAGE>

and  expenses,  including  without  limitation  attorneys'  fees and  judgments,
penalties,  fines and amounts paid in  settlement,  reasonably  incurred by such
person in connection with any threatened,  pending or completed action, suit, or
other  proceeding,  whether civil,  criminal,  administrative,  investigative or
legislative,  in which  such  person  may be  involved  or with  which he may be
threatened by reason of serving or having served in such position.

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

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

         Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
                  -----------------------------------
         Not applicable.

         Item 8.  EXHIBITS.
                  --------

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

EXHIBITS
--------------------------------------------------------------------------------

24.2 Consent of Deloitte & Touche LLP, independent accountants (see page 16).

25.1 Power of Attorney (see page 13).

         Item 9.  UNDERTAKINGS.
                  ------------

         1.       The Company hereby undertakes:

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

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


                                       11

<PAGE>


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

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

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

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

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

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

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

                                       12

<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Boston,  Commonwealth of Massachusetts,  on this 28th
day of April, 2000.

                                                               EATON VANCE CORP.



                                                         By: /S/ JAMES B. HAWKES
                                                                 James B. Hawkes
                                                                       President




                                POWER OF ATTORNEY

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

     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.

                                       13

<PAGE>
<TABLE>
<CAPTION>
          <S>                                           <C>                                    <C>


         SIGNATURE                                      TITLE                                  DATE

                                             President, Chief Executive
 /S/ JAMES B. HAWKES                         Officer and Director                           April 28, 2000
-------------------------------------       (Principal Executive Officer)
James B. Hawkes


 /S/ WILLIAM M. STEUL
-------------------------------------       Treasurer (Principal Financial                  April 28, 2000
William M. Steul                              Officer)


 /S/ LAURIE G. RUSSELL
-------------------------------------       Chief Accounting Officer                        April 28, 2000
Laurie G. Russell


 /S/ JOHN L. CABOT
-------------------------------------       Director                                       April 28, 2000
John L. Cabot


 /S/ LEO I. HIGDON
-------------------------------------       Director                                       April 28, 2000
Leo I. Higdon


 /S/ JOHN M. NELSON
-------------------------------------       Director                                       April 28, 2000
John M. Nelson


 /S/ VINCENT M. O'REILLY
-------------------------------------       Director                                       April 28, 2000
Vincent M. O'Reilly


 /S/ RALPH Z. SORENSON
-------------------------------------       Director                                       April 28, 2000
Ralph Z. Sorenson

</TABLE>

                                       14

<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
<S>                 <C>                                                   <C>

                                                                      Sequential
EXHIBIT                                                                 PAGE NO.
-------                                                                ---------

24.2     Consent of Deloitte & Touche LLP, independent                    16
         accountants.

25.1     Power of Attorney (included in the signature page of             13
         this Registration Statement).

</TABLE>

                                       15

<PAGE>


                                                                    EXHIBIT 24.2


                          INDEPENDENT AUDITORS' CONSENT




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



/s/ Deloitte & Touche LLP
Deloitte & Touche LLP

Boston, Massachusetts
April 28, 2000

                                       16
[{"type": "S-8", "sequence": "1", "description": "S-8 STOCK OPTION PLANS", "secsgml_size_bytes": 41803}]
{"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": "333-35940", "film-number": "614115"}, "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 April 28, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

                  1984, 1989, 1992 AND 1995 STOCK OPTION PLANS
                  --------------------------------------------
                            (Full title of the plans)

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

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

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of                           Proposed        Proposed
Securities         Amount to       maximum         maximum               Amount of
   to be              be           offering pric   aggregate             registration
REGISTERED         REGISTERED      PER SHARE       OFFERING PRICE        FEE
----------         ----------      ---------       --------------        ---

Non-Voting         634,730 (1)      $40.40625(1)      $25,647,059(1)     $6770.82
Common Stock,      shares
$.015625 par value
---------------

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rules  457(c)  and  457(h)  under the  Securities  Act of 1933,  as
amended,  upon the basis of the  average of the high and low sale  prices of the
Registrant's  Non-Voting Common Stock as reported on the New York Stock Exchange
on April 20, 2000.
Page 1 of 16 pages.
                        Exhibit Index begins on page 15.
PROSPECTUS

                                 634,730 SHARES

                                EATON VANCE CORP.

                             NON-VOTING COMMON STOCK

     This Prospectus relates to an aggregate of 634,730 shares (the "Shares") of
Non-Voting  Common Stock,  $.015625 par value per share (the "Non-Voting  Common
Stock"),  of Eaton Vance Corp.  (the  "Company"),  which may be offered for sale
from time to time by or for the account of certain  shareholders  of the Company
who have purchased the Shares upon the exercise of options acquired  pursuant to
the  Company's  stock option plans or by or for the account of their  respective
pledgees,  donees,  trustees,  legatees,  heirs or legal representatives (all of
such  persons  being  hereinafter  referred to as "Selling  Shareholders").  The
Shares are being  registered  under the  Securities Act of 1933, as amended (the
"Securities  Act") on behalf of the Selling  Shareholders in order to permit the
public sale or other distribution of the Shares.

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

         The  Non-Voting  Common Stock is traded on the New York Stock  Exchange
("NYSE")  under the  symbol EV. On April 20,  2000,  the  closing  price for the
Non-Voting Common Stock on the NYSE was $40.6250 per share.

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

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                  The date of this Prospectus is April 28, 2000

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

                                TABLE OF CONTENTS
                                                                            PAGE
Available Information..........................................................3
Incorporation of Certain Documents by Reference................................4
The Company....................................................................5
Selling Shareholders.........................................................5-6
Plan of Distribution.........................................................6-7
Description of Non-Voting Common Stock.......................................8-9
Experts........................................................................9
Recent Developments............................................................9

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

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  asamended  (the  "Exchange  Act"),  and,  in  accordance
therewith,  files reports and other information with the Securities and Exchange
Commission  (the  "Commission").  Reports  and  other  information  filed by the
Company with the Commission  pursuant to the  informational  requirements of the
Exchange  Act may be  inspected  and copied at the public  reference  facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington,  D.C. 20549,
and at the  following  Regional  Offices of the  Commission:  New York  Regional
Office, 7 World Trade Center,  Suite 1300, New York, New York 10048; and Chicago
Regional  Office,  500  West  Madison  Street,  Suite  1400,  Chicago,  Illinois
60661-2511.  Copies of such material may be obtained  from the Public  Reference
Section of the Commission at 450 Fifth Street,  N.W.,  Washington D.C. 20549, at
prescribed  rates.  The public may obtain  information  on the  operation of the
public reference room by calling 1-800-SEC-0330. The Commission also maintains a
site on the World Wide Web at http./www.sec.gov. that contains reports and other
information  regarding registrants that file electronically with the Commission.
The  Non-Voting  Common  Stock is traded on the NYSE.  Information  filed by the
Company with the NYSE can be  inspected  and copied at the office of the NYSE at
20 Broad Street, New York, New York 10005.

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

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

          (1)  The  Company's  Form 10-K dated  January 26, 2000,  that contains
               audited financial statements for the Company's latest fiscal year
               for which such statements have been filed;

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

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

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

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

     The Company  will furnish  without  charge to each  person,  including  any
beneficial owner, to whom this Prospectus is delivered, upon the request of such
person, a copy of any or all of the documents  incorporated herein by reference,
other  than  exhibits  to such  documents.  Requests  should  be  addressed  to:
Treasurer,  Eaton Vance  Corp.,  The Eaton  Vance  Building,  255 State  Street,
Boston, Massachusetts 02109, (617) 482-8260.

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

     Eaton Vance Corp., a Maryland corporation (the "Company"), is the issuer of
the Shares of Non-Voting Common Stock,  $.015625 par value per share, covered by
this Prospectus.  The principal  executive offices of the Company are located at
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, and its
telephone number is (617) 482-8260.

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

     The Selling  Shareholders  listed below are or were officers,  directors or
employees of the Company and/or of its subsidiaries,  Eaton Vance Management,  a
Massachusetts  business trust  ("EVM"),  and Eaton Vance  Distributors,  Inc., a
Massachusetts  corporation ("EVD"). Such Shareholders acquired the shares of the
Company's Non-Voting Common Stock being offered hereunder pursuant to certain of
the  Company's  stock option  plans.  (See  "Description  Of  Non-Voting  Common
Stock".) Although each of the Selling  Shareholders  listed below is eligible to
sell Shares under this Prospectus,  such selling Shareholders do not necessarily
have any present  intention  to sell all or a part of their  Shares.  Certain of
such Shareholders may be deemed to be "affiliates" of the Company, as defined in
Rule 405 under the  Securities  Act.  The Company  will not receive any proceeds
from the sale of the Shares.  A total of 634,730  shares is  available  for sale
under this Prospectus as follows:
TOTAL                        AMOUNT/
                                                      SHARES OF                    PERCENTAGE
                                                      NON-VOTING                  OF NON-VOTING
                                                        COMMON                    COMMON STOCK
                                                        STOCK                      TO BE OWNED
                      POSITION WITH THE                 OWNED          AMOUNT         AFTER
NAME                     COMPANY OR A                  PRIOR TO         BEING        COMPLETION
                          SUBSIDIARY                  OFFERING         OFFERED      OF OFFERING1
---------------------------------------------------------------------------------------------------

H. Day Brigham            Former Officer of             463,376         52,870       410,506/1.16%
                          EVM
Thomas J. Fetter          Vice President of             100,591         22,500        78,091/0.22%
                          EVM
M. Dozier Gardner         Former Vice                   694,510        201,656       492,854/1.39%
                          Chairman and
                          Director
----------
1 Assumes  35,358,879  shares of  Non-Voting  Common  Stock will be  outstanding
following the offering.

                                       5
Kenneth A. Johnston        Vice President of            69,413      36,800        32,613/0.09%
                           EVM
Peter F. Kiely             Former Officer of           196,295     115,544        80,751/0.23%
                           EVM
Anne M. Morgan             Vice President of            43,943      25,800        18,143/0.05%
                           EVM
Laurence S. Reineman       Vice President of           193,122     106,960        86,162/0.24%
                           EVM
Duncan W. Richardson       Vice President of            75,769      11,800        63,969/0.18%
                           EVM
Benjamin A. Rowland, Jr.   Former Officer and          789,948      60,800       729,148/2.06%
                           Director
Sales under this Prospectus may also be made by certain unnamed persons who
are employees of, but not  directors,  officers or  controlling  persons of, the
Company who hold the lesser of (1) 1,000  shares of  Non-Voting  Common Stock or
(2) 1% of the  shares  of  Non-Voting  Common  Stock  issuable  under any of the
Company's stock option plans covering Shares to be offered under this Prospectus
(the "De Minimus Amount"). The amount of Shares that may be sold by each of such
unnamed persons under this Prospectus may not exceed the De Minimis Amount.

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

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

                                       6
The Company has been  advised by the  Selling  Shareholders  that they have
not, as of the date hereof,  entered into any  arrangement  with a broker-dealer
for the  sale of  Shares  through  a block  trade,  special  offering,  exchange
distribution  or secondary  distribution  of a purchase by a  broker-dealer.  In
effecting sales,  broker-dealers engaged by the Selling Shareholders may arrange
for other broker-dealers to participate.  Broker-dealers may receive commissions
or  discounts  from  the  Selling   Shareholder  in  amounts  to  be  negotiated
immediately prior to the sale.

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

     The Selling  Shareholders have advised the Company that during such time as
they may be engaged in a distribution  of the Shares they will comply with Rules
10b-2,  10b-6 and 10b-7 under the Exchange Act (as those Rules are  described in
more detail below) and, in connection  therewith,  the Selling Shareholders have
agreed  not to engage  in any  stabilization  activity  in  connection  with the
Company's securities,  to furnish to each broker-dealer through which the Shares
may be offered  copies of this  Prospectus,  and not to bid for or purchase  any
securities of the Company or attempt to induce any person to purchase any of the
Company's  securities  except as permitted  under the Exchange  Act. The Selling
Shareholders  have also agreed to inform the Company  when the  distribution  of
their respective Shares is completed.

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

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

     The Company will pay certain  expenses  incidental to the offering and sale
of the Shares to the public  estimated to be approximately  $9,800.  The Company
will not pay for, among other expenses, selling expenses, underwriting discounts
or fees and expenses of counsel for the Selling Shareholders.

                                       7
DESCRIPTION OF NON-VOTING STOCK
--------------------------------------------------------------------------------

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

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

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

     The Company is also  authorized  to issue  320,000  shares of voting Common
Stock,  $.015625 par value.  All voting  rights are vested in the voting  Common
Stock.  Each share of voting Common Stock is entitled to participate pro rata in
distributions  upon  liquidation  and to one vote on all matters  submitted to a
vote of  stockholders.  Dividends  may be paid to the  holders of voting  Common
Stock when and if declared by the Board of  Directors  out of any funds  legally
available therefor. Holders of voting Common Stock have no preemptive or similar
rights nor do they have cumulative voting rights. The voting Common Stock is not
publicly traded. All outstanding shares of the voting Common Stock are deposited
in a Voting Trust, of which the Voting Trustees are James B. Hawkes (Chairman of
the Board,  President,  Chief Executive  Officer and a Director of the Company),
Jeffrey P. Beale (an officer of  subsidiaries  of the  Company),  Alan R. Dynner
(Secretary of the Company),  Thomas E. Faust,  Jr.  (Executive Vice President of
the Company), Scott H. Page (an officer of subsidiaries of the Company),  Duncan
W.  Richardson  (an officer of  subsidiaries  of the Company),  William M. Steul
(Treasurer of the Company),  Payson F. Swaffield (an officer of  subsidiaries of
the Company), Michael W. Weilheimer (an officer of subsidiaries of the Company),
and Wharton P. Whitaker (an officer of a subsidiary of the Company).  The Voting
Trust expires on October 30, 2000. The Voting Trustees have unrestricted  voting
rights for the election of the  Company's  Directors  and inasmuch as the eleven
Voting  Trustees  of said  Voting  Trust have  unrestricted  voting  rights with
respect to said voting  Common Stock  (except  that the Voting  Trust  Agreement
provides  that any  action  of the  Voting  Trustees  to  approve  (1) the sale,
mortgage or pledge of all or substantially all of the Company's assets, or (2) a
change in the  capital  structure  or powers  of the  Company,  or (3) a merger,

                                       8
consolidation, reorganization or dissolution of the Company, or (4) an amendment
to or a  termination  of the  Voting  Trust,  or (5) the  addition  of a  Voting
Trustee, or the removal of a Voting Trustee by the other Voting Trustees, or (6)
the renewal of the term of the Voting Trust,  shall require the written  consent
of the holders of Voting Trust  receipts  representing  a majority of such Stock
subject at the time to the Voting  Trust),  they may be deemed to be  beneficial
owners of all of the Company's outstanding voting Common Stock. The Voting Trust
agreement  provides that the Voting  Trustees  shall act by majority if there be
three or more  Voting  Trustees;  otherwise  they  shall  act  unanimously.  All
outstanding  Voting Trust  Receipts  issued under said Voting Trust are owned by
the Voting Trustees. As at April 20, 2000, Messrs. Hawkes, Beale, Dynner, Faust,
Fetter, Page, Richardson, Steul, Swaffield,  Weilheimer, and Whitaker each owned
24%,  3%, 12%,  18%,  5%, 3%, 5%, 12%,  3%, 3%, and 12%,  respectively,  of such
Voting Trust Receipts.

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

     The financial  statements  and the related  financial  statement  schedules
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended  October 31, 1999 have been audited by Deloitte and
Touche  LLP,  independent  auditors,  as stated in their  report  (which  report
expresses an unqualified opinion and includes an explanatory  paragraph relating
to changes in the method of accounting for offering costs incurred in connection
with the  distribution  of closed end funds),  which is  incorporated  herein by
reference,  and have been so  incorporated  in reliance  upon the report of such
firm given upon their authority as experts in accounting and auditing.

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

     There have been no  material  changes in the  Company's  affairs  since its
Annual  Report on Form 10-K for the year ended  October  31, 1999 which have not
been described in a Quarterly  Report on Form 10-Q or a periodic  report on Form
8-K. See "Incorporation of Certain Documents by Reference."

                                       9
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

                  (1) The  Registrant's  Form 10-K dated January 26, 2000,  that
         contains  audited  financial  statements  for the  Registrant's  latest
         fiscal year for which such statements have been filed; and

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

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

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

         Item 4.  DESCRIPTION OF SECURITIES.
                  -------------------------

         Not applicable.

         Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
                  --------------------------------------

         Not applicable.

         Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
                  -----------------------------------------

     Article  NINTH,  section (8) of the  Company's  Articles  of  Incorporation
provides  that,  to the extent  permitted by the laws of  Maryland,  the Company
shall  indemnify  any person that (a) is serving as a director or officer of the
Company,  (b) any  person  that has  served as an  officer  or  director  of the
Company,  and (c) any person who at the request of the Company is serving or has
served  as a  director,  officer,  trustee,  partner,  employee,  agent or other
representative  of  another   corporation,   joint  stock  company,   syndicate,
association,  firm, trust,  partnership or other entity, against all liabilities

                                       10
and  expenses,  including  without  limitation  attorneys'  fees and  judgments,
penalties,  fines and amounts paid in  settlement,  reasonably  incurred by such
person in connection with any threatened,  pending or completed action, suit, or
other  proceeding,  whether civil,  criminal,  administrative,  investigative or
legislative,  in which  such  person  may be  involved  or with  which he may be
threatened by reason of serving or having served in such position.

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

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

         Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
                  -----------------------------------
         Not applicable.

         Item 8.  EXHIBITS.
                  --------

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

EXHIBITS
--------------------------------------------------------------------------------

24.2 Consent of Deloitte & Touche LLP, independent accountants (see page 16).

25.1 Power of Attorney (see page 13).

         Item 9.  UNDERTAKINGS.
                  ------------

         1.       The Company hereby undertakes:

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

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

                                       11
(ii) To  reflect  in the  prospectus  any  facts  or  events
               arising after the effective  date of the  registration  statement
               (or the most  recent  post-effective  amendment  thereof)  which,
               individually or in the aggregate,  represent a fundamental change
               in the information set forth in the registration statement; and

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

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

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

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

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

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

                                       12
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 28th
day of April, 2000.

                                                               EATON VANCE CORP.

                                                         By: /S/ JAMES B. HAWKES
                                                                 James B. Hawkes
                                                                       President

                                POWER OF ATTORNEY

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

     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.

                                       13
SIGNATURE                                      TITLE                                  DATE

                                             President, Chief Executive
 /S/ JAMES B. HAWKES                         Officer and Director                           April 28, 2000
-------------------------------------       (Principal Executive Officer)
James B. Hawkes

 /S/ WILLIAM M. STEUL
-------------------------------------       Treasurer (Principal Financial                  April 28, 2000
William M. Steul                              Officer)

 /S/ LAURIE G. RUSSELL
-------------------------------------       Chief Accounting Officer                        April 28, 2000
Laurie G. Russell

 /S/ JOHN L. CABOT
-------------------------------------       Director                                       April 28, 2000
John L. Cabot

 /S/ LEO I. HIGDON
-------------------------------------       Director                                       April 28, 2000
Leo I. Higdon

 /S/ JOHN M. NELSON
-------------------------------------       Director                                       April 28, 2000
John M. Nelson

 /S/ VINCENT M. O'REILLY
-------------------------------------       Director                                       April 28, 2000
Vincent M. O'Reilly

 /S/ RALPH Z. SORENSON
-------------------------------------       Director                                       April 28, 2000
Ralph Z. Sorenson
14
EXHIBIT INDEX
Sequential
EXHIBIT                                                                 PAGE NO.
-------                                                                ---------

24.2     Consent of Deloitte & Touche LLP, independent                    16
         accountants.

25.1     Power of Attorney (included in the signature page of             13
         this Registration Statement).
15
EXHIBIT 24.2

                          INDEPENDENT AUDITORS' CONSENT

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

/s/ Deloitte & Touche LLP
Deloitte & Touche LLP

Boston, Massachusetts
April 28, 2000

                                       16