Registration No._______
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

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

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


                  255 State Street, Boston, Massachusetts 02109
                    (Address of principal executive offices)


                    EATON VANCE CORP. 2007 STOCK OPTION PLAN
                            (Full title of the plan)

                               Frederick S. Marius
                           Deputy Chief Legal Officer
                                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>
<S>               <C>                           <C>                  <C>                   <C>                   <C>

====================================== ==================== ===================== ====================== =====================
              Title of                    Amount to be        Proposed maximum      Proposed maximum          Amount of
             securities                  registered(1)        offering price           aggregate            registration
          to be registered                                       per share           offering price              fee

-------------------------------------- -------------------- --------------------- ---------------------- ---------------------
Non-Voting Common Stock                         1                $35.09(2)               $35.09                $1.00(4)
par value $0.00390625 per share
                                          4,692,459(3)
====================================== ==================== ===================== ====================== =====================
</TABLE>

     (1) This Registration  Statement also registers additional securities to be

                                      II - 1

<PAGE>


offered or issued upon  adjustments or changes made to registered  securities by
reason of any stock splits, stock dividends or similar transactions as permitted
by Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the
"Securities Act").

     (2) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low trading prices for the Registrant's common stock on February 6,
2008, as reported on the New York Stock Exchange.

     (3) In  accordance  with  Instruction E of Form S-8, in addition to the one
new share of the  Registrant's  common  stock being  registered  hereunder,  the
Registrant  hereby carries  forward,  and this  Registration  Statement shall be
deemed to apply to, 4,692,459 shares of the Registrant's common stock previously
registered,  but not used, under a Registration  Statement on Form S-8 (File No.
333-122000)  filed by the  Registrant  on  January  12,  2005  (the  "2005  Plan
Registration  Statement") registering shares of the Registrant's common stock to
be offered under the  Registrant's  1998 Stock Option Plan. In conjunction  with
the  filing  of  this  Registration  Statement,   the  Registrant  is  filing  a
Post-Effective  Amendment to the 2005 Plan Registration Statement  acknowledging
the transfer of shares to this Registration Statement.

     (4) Aggregate  registration fees of $15,835.48 were paid in connection with
the  shares of the  Registrant's  common  stock  registered  under the 2005 Plan
Registration Statement.

                                      II - 2


<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     The following  documents  filed by the  Registrant  with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange  Act"),  are  incorporated  by reference into
this Registration Statement:

     The Registrant's  Annual Report on Form 10-K for the year ended October 31,
2007, as filed on December 21, 2007 (File No. 001-08100).

     The  Registrant's  Current Reports on Form 8-K filed with the Commission on
November 1, 2007, November 20, 2007 and January 22, 2008.

     The description of the  Registrant's  non-voting  common stock contained in
the Registrant's Registration Statement on Form S-3 filed under Section 12(b) of
the Exchange Act,  filed on September 25, 2007,  including  all  amendments  and
reports updating such description.

     All other  reports  filed by the  Registrant  pursuant to Section  13(a) or
15(d) of the Exchange Act since October 31, 2007.

     All  documents  filed by the  Registrant  with the  Commission  pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement, but prior to the filing of a post-effective amendment to
this Registration  Statement which indicates that all securities offered by this
Registration  Statement have been sold or which  deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration  Statement.  Each  document  incorporated  by  reference  into this
Registration  Statement  shall  be  deemed  to be a part  of  this  Registration
Statement from the date of filing of such document with the Commission until the
information contained therein is superseded or updated by any subsequently filed
document which is incorporated by reference into this Registration  Statement or
by any document which  constitutes  part of the prospectus  relating to the 2007
Stock Option Plan meeting the  requirements  of Section 10(a) of the  Securities
Act.


Item 4.     Description of Securities.

     The class of securities to be offered under this Registration  Statement is
registered under Section 12 of the Exchange Act.


Item 5.     Interests of Named Experts and Counsel.

     None.

Item 6.     Indemnification of Directors and Officers.

     The Maryland General  Corporation Law authorizes  Maryland  corporations to
limit  the  liability  of  directors  and  officers  to the  corporation  or its
stockholders for money damages, except: (a) to the extent that it is proved that
the person actually received an improper benefit or profit in money, property or
services, for the amount of the benefit or profit in money, property or services
actually received; (b) to the extent that a judgment or other final adjudication
adverse  to the  person is  entered  in a  proceeding  based on a finding in the
proceeding that the person's action, or failure to act, was the result of active

                                      II - 3

<PAGE>


and deliberate dishonesty and was material to the cause of action adjudicated in
the  proceeding;  or (c) with respect to certain other actions not applicable to
the Registrant.

     The Maryland  General  Corporation  Law also  provides for  permissive  and
mandatory  indemnification  by a  Maryland  corporation  of  its  directors  and
officers  that are made  party to any  proceeding  by reason of  service in that
capacity. Under those provisions, indemnification is mandated for the reasonable
expenses  incurred by a director or officer in connection with such a proceeding
if: (a) the director or officer has been successful, on the merits or otherwise,
in the defense of the proceeding or in the defense of any claim, issue or matter
in the proceeding;  or (b) upon application by the officer or director,  a court
of appropriate  jurisdiction determines that such indemnification is appropriate
and orders that it be made.  Indemnification  is permitted for such expenses and
for any  judgments,  penalties,  fines or  settlements  actually  incurred  by a
director  or  officer  in  connection  with  the  proceeding   unless:  (a)  the
corporation's  charter or bylaws, or a resolution of the corporation's  board of
directors or a board-approved  agreement of the corporation  otherwise provides;
(b) it is  established  that (i) the act or omission of the  director or officer
was material to the matter  giving rise to the  proceeding  and was committed in
bad faith or was the  result  of  active  and  deliberate  dishonesty,  (ii) the
director or officer  actually  received an improper  personal  benefit in money,
property  or  services,  or (iii) in the case of any  criminal  proceeding,  the
director or officer had  reasonable  cause to believe his or her act or omission
was unlawful;  or (c) the  proceeding is one that was brought by the director or
officer  against the  corporation  (other than a  proceeding  brought to enforce
indemnification)  unless the corporation's charter or bylaws, or a resolution of
the  corporation's  board of  directors  or a  board-approved  agreement  of the
corporation otherwise provides.

     The Maryland General Corporation Law also permits Maryland  corporations to
advance  payments of  reasonable  expenses  incurred by a director or officer in
such a  proceeding  (other  than one  described  in clause (c) of the  preceding
sentence) if the corporation has received a written  affirmation by the director
or  officer  of his or her good  faith  belief  that  the  standard  of  conduct
necessary for permissive  indemnification has been satisfied and the corporation
has received a written undertaking by or on behalf of the director or officer to
repay the advanced  amount if it is ultimately  determined that that standard of
conduct has not been met.  The  Maryland  General  Corporation  Law also permits
Maryland  corporations to purchase and maintain insurance on behalf of directors
or officers  against any liability  asserted against or incurred by them arising
out of their positions,  irrespective of whether the corporation  would have the
power to indemnify them for such liabilities.

     Article NINTH, section (8) of our Articles of Incorporation  provides that,
to the full extent  permitted by the laws of Maryland,  we shall  indemnify  any
person that (a) is serving as a director or officer of Eaton  Vance  Corp.,  (b)
any person that has served as an officer or director of Eaton Vance  Corp.,  and
(c) any  person who at our  request  is  serving  or has  served as a  director,
officer,  trustee,  partner,  employee, agent or other representative of another
corporation,   joint  stock  company,  syndicate,   association,   firm,  trust,
partnership or other entity,  against all  liabilities  and expenses,  including
without limitation attorneys' fees and judgments,  penalties,  fines and amounts
paid in settlement,  reasonably  incurred by such person in connection  with any
threatened,  pending or completed  action,  suit, or other  proceeding,  whether
civil,  criminal,  administrative,  investigative or legislative,  in which such
person may be involved or with which such person 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  Registrant)  or by the  holders of not less
than a  majority  of the  total  number  of  shares  of our  Common  Stock  then
outstanding.

     Article NINTH,  section (8) of our 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.

                                      II - 4

<PAGE>


Item 8.     Exhibits.

     The following  exhibits are filed herewith or  incorporated by reference as
part of this Registration Statement:

Exhibit No.                          Description

   4.1    Registrant's  Amended Articles of  Incorporation  are filed as Exhibit
          3.1 to Registrant's  registration statement on Form 8-B dated February
          4, 1981,  filed  pursuant  to Section  12(b) or (g) of the  Securities
          Exchange Act of 1934  (S.E.C.  File No.  1-8100) and are  incorporated
          herein by reference.

   4.2    Registrant's  Articles of Amendment effective at the close of business
          on April 18, 1983,  has been filed as Exhibit 3.3 to the Annual Report
          on Form  10-K as  amended  on Form  10-K/A of the  Registrant  for the
          fiscal year ended October 31, 2006,  (S.E.C.  File No. 1-8100) and are
          incorporated herein by reference.

   4.3    Registrant's  Articles of Amendment effective at the close of business
          on  November  22,  1983,  has been filed as Exhibit  3.3 to the Annual
          Report  on Form  10-K of the  Registrant  for the  fiscal  year  ended
          October 31, 1983, (S.E.C. File No. 1-8100) and are incorporated herein
          by reference.

   4.4    Registrant's  Articles of Amendment effective at the close of business
          on  February  25,  1986 has been  filed as  Exhibit  3.4 to the Annual
          Report  on Form  10-K of the  Registrant  for the  fiscal  year  ended
          October 31, 1986, (S.E.C. File No. 1-8100) and are incorporated herein
          by reference.

   4.5    Registrant's  Articles  of  Amendment  effective  as of the  close  of
          business  on  November  11,  1992 has been filed as Exhibit 3.6 to the
          Annual  Report on Form 10-K as amended  on Form  10-K/A for the fiscal
          year  ended  October  31,  2006  (S.E.C.  File  No.  1-8100)  and  are
          incorporated herein by reference.

   4.6    Registrant's  Articles of Amendment effective at the close of business
          on May 15, 1997 has been filed as Exhibit 3.1 to the Quarterly  Report
          on Form 10-Q for the fiscal quarter ended April 30, 1997 (S.E.C.  File
          No. 1-8100) and are incorporated herein by reference.

   4.7    Registrant's  Articles of Amendment effective at the close of business
          on August  14,  1998 has been filed as  Exhibit  3.1 to the  Quarterly
          Report  on Form  10-Q for the  fiscal  quarter  ended  July 31,  1998,
          (S.E.C. File No. 1-8100) and are incorporated herein by reference.

   4.8    Registrant's  Articles of Amendment effective at the close of business
          on  November  13,  2000 has been  filed as  Exhibit  3.6 to the Annual
          Report  on Form  10-K of the  Registrant  for the  fiscal  year  ended
          October 31, 2000 (S.E.C.  File No. 1-8100) and are incorporated herein
          by reference.

   4.9    Registrant's  Articles of Amendment effective at the close of business
          on January 14, 2005 has been filed as Exhibit 3.7 to the Annual Report
          on Form 10-K of the  Registrant  for the fiscal year ended October 31,
          2004  (S.E.C.   File  No.  1-8100)  and  are  incorporated  herein  by
          reference.

   4.10   Registrant's  By-Laws,  as  amended,  are  filed  as  Exhibit  99.3 to
          Registrant's Current Report on Form 8-K filed January 18, 2006 (S.E.C.
          File No. 1-8100) and are incorporated herein by reference.

   5.1    Opinion of  Kirkpatrick  & Lockhart  Preston Gates Ellis LLP regarding
          the  legality  of  the  shares  being   registered   hereunder  (filed
          herewith).


                                     II - 5


<PAGE>


   10.1   Registrant's  2007 Stock Option Plan has been filed as Exhibit 10.1 to
          Registrant's Current Report on Form 8-K filed on October 29, 2007.

   23.1   Consent  of  Independent  Registered  Public  Accounting  Firm  (filed
          herewith).

   23.2   Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP (included in
          the Opinion filed as Exhibit 5.1).

   24.1   Power of Attorney (filed herewith).


Item 9.     Undertakings.

     (a) The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers of 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;

               (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 (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the  information  required to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d)  of  the  Exchange  Act  that  are   incorporated  by  reference  in  this
Registration Statement.

     (2) 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.

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

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

                                      * * *

                                     II - 6

<PAGE>


     (h) 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 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 or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.











                                     II - 7



<PAGE>


                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 11th
day of February, 2008.


                                  EATON VANCE CORP.


                                  By:               *
                                     -----------------------------------
                                       Thomas E. Faust Jr.
                                       Chairman, Chief Executive Officer
                                       and President



     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
date(s) indicated:


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

        Signature                               Capacity                                Date
        ---------                               -------                                 ----

         *                       Director, Chairman, Chief Executive Officer        February 11, 2008
----------------------------     and President (Principal Executive Officer)
Thomas E. Faust Jr.

         *                       Chief Financial Officer (Principal                 February 11, 2008
----------------------------     Financial Officer)
Robert J. Whelan

         *                       Chief Accounting Officer (Principal                February 11, 2008
----------------------------     Accounting Officer)
Laurie G. Hylton

         *                       Director, Executive Vice President and             February 11, 2008
----------------------------     Chief Equity Investment Officer
Duncan W. Richardson

         *                       Director                                           February 11, 2008
----------------------------
Ann E. Berman
</TABLE>


                                     II - 8

<PAGE>


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


            *                     Director                                          February 11, 2008
---------------------------
Leo I. Higdon, Jr.

            *                     Director                                          February 11, 2008
---------------------------
Vincent M. O'Reilly

            *                     Director                                          February 11, 2008
---------------------------
Dorothy E. Puhy

                                  Director
---------------------------
Winthrop H. Smith, Jr.

</TABLE>

     * By: /s/ Frederick S. Marius
           -----------------------
     Name:  Frederick S. Marius
     Title: Attorney-in-Fact


                                     II - 9

<PAGE>


                                      INDEX


Exhibit No.     Description

   4.1         Registrant's  Amended  Articles  of  Incorporation  are  filed as
               Exhibit 3.1 to  Registrant's  registration  statement on Form 8-B
               dated February 4, 1981, filed pursuant to Section 12(b) or (g) of
               the Securities  Exchange Act of 1934 (S.E.C.  File No.1-8100) and
               are incorporated herein by reference.

   4.2         Registrant's  Articles  of  Amendment  effective  at the close of
               business on April 18, 1983,  has been filed as Exhibit 3.3 to the
               Annual  Report  on Form  10-K as  amended  on Form  10-K/A of the
               Registrant  for the fiscal year ended  October 31, 2006,  (S.E.C.
               File No. 1-8100) and are incorporated herein by reference.

   4.3         Registrant's  Articles  of  Amendment  effective  at the close of
               business on November 22,  1983,  has been filed as Exhibit 3.3 to
               the Annual Report on Form 10-K of the  Registrant  for the fiscal
               year ended  October 31, 1983,  (S.E.C.  File No.  1-8100) and are
               incorporated herein by reference.

   4.4         Registrant's  Articles  of  Amendment  effective  at the close of
               business  on  February  25, 1986 has been filed as Exhibit 3.4 to
               the Annual Report on Form 10-K of the  Registrant  for the fiscal
               year ended  October 31, 1986,  (S.E.C.  File No.  1-8100) and are
               incorporated herein by reference.

   4.5         Registrant's  Articles of Amendment  effective as of the close of
               business  on  November  11, 1992 has been filed as Exhibit 3.6 to
               the Annual  Report on Form 10-K as amended on Form 10-K/A for the
               fiscal year ended October 31, 2006 (S.E.C.  File No.  1-8100) and
               are incorporated herein by reference.

   4.6         Registrant's  Articles  of  Amendment  effective  at the close of
               business  on May 15,  1997 has been filed as  Exhibit  3.1 to the
               Quarterly  Report on Form 10-Q for the fiscal quarter ended April
               30, 1997 (S.E.C.  File No. 1-8100) and are incorporated herein by
               reference.

   4.7         Registrant's  Articles  of  Amendment  effective  at the close of
               business  on August 14, 1998 has been filed as Exhibit 3.1 to the
               Quarterly  Report on Form 10-Q for the fiscal  quarter ended July
               31, 1998, (S.E.C. File No. 1-8100) and are incorporated herein by
               reference.

   4.8         Registrant's  Articles  of  Amendment  effective  at the close of
               business  on  November  13, 2000 has been filed as Exhibit 3.6 to
               the Annual Report on Form 10-K of the  Registrant  for the fiscal
               year ended  October 31,  2000  (S.E.C.  File No.  1-8100) and are
               incorporated herein by reference.

   4.9         Registrant's  Articles  of  Amendment  effective  at the close of
               business on January 14, 2005 has been filed as Exhibit 3.7 to the
               Annual Report on Form 10-K of the  Registrant for the fiscal year
               ended  October  31,  2004  (S.E.C.   File  No.  1-8100)  and  are
               incorporated herein by reference.

   4.10        Registrant's  By-Laws,  as amended,  are filed as Exhibit 99.3 to
               Registrant's  Current  Report on Form 8-K filed  January 18, 2006
               (S.E.C.   File  No.  1-8100)  and  are  incorporated   herein  by
               reference.

   5.1         Opinion  of  Kirkpatrick  &  Lockhart  Preston  Gates  Ellis  LLP
               regarding the legality of the shares being  registered  hereunder
               (filed herewith).

   10.1        Registrant's  2007  Stock  Option  Plan has been filed as Exhibit
               10.1 to Registrant's  Current Report on Form 8-K filed on October
               29, 2007.

                                    II - 10

<PAGE>


   23.1        Consent of Independent  Registered  Public Accounting Firm (filed
               herewith).

   23.2        Consent  of  Kirkpatrick  &  Lockhart  Preston  Gates  Ellis  LLP
               (included in the Opinion filed as Exhibit 5.1).

   24.1        Power of Attorney (filed herewith).







                                    II - 11
<PAGE>








                                                                     Exhibit 5.1



                 Kirkpatrick & Lockhart Preston Gates Ellis LLP
                              535 Smithfield Street
                              Pittsburgh, PA 15222
                                 (412) 355-6500


February 11, 2008

Eaton Vance Corp.
225 State Street
Boston, MA 02109


Ladies and Gentlemen:

We have acted as your counsel in connection with the  Registration  Statement on
Form S-8 (the  "Registration  Statement") filed with the Securities and Exchange
Commission   under  the  Securities  Act  of  1933  (the  "1933  Act")  for  the
registration of 4,692,460 shares (the "Shares") of Non-Voting  Common Stock, par
value  $0.00390625 per share of Eaton Vance Corp., a Maryland  corporation  (the
"Company").

You have  requested  our opinion as to the matters set forth below in connection
with the Registration Statement. For purposes of rendering that opinion, we have
examined the Registration Statement, the Company's Articles of Incorporation, as
amended,  and Bylaws,  and the corporate action of the Company that provides for
the issuance of the Shares, and we have made such other investigation as we have
deemed  appropriate.  We have  examined and relied upon  certificates  of public
officials  and, as to certain  matters of fact that are material to our opinion,
we have also relied on a certificate of an officer of the Company.  In rendering
our opinion,  we also have made the  assumptions  that are  customary in opinion
letters of this kind. We have not verified any of those assumptions.

Our  opinion  set forth  below is limited  to the law of the State of  Maryland,
including the applicable  provisions of the Maryland  Constitution  and reported
judicial decisions interpreting those laws.

Based upon and subject to the  foregoing,  it is our opinion that the Shares are
duly  authorized  for issuance by the Company  and,  when issued and paid for as
described in the  Prospectus  included in the  Registration  Statement,  will be
validly issued, fully paid, and nonassessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration  Statement.  In giving our consent we do not thereby  admit that we
are in the category of persons whose consent is required  under Section 7 of the
1933 Act or the rules and regulations thereunder.

Yours truly,

/s/ Kirkpatrick & Lockhart Preston Gates Ellis LLP

Kirkpatrick & Lockhart Preston Gates Ellis LLP





<PAGE>


                                                                    Exhibit 23.1


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in this  registration  statement on
Form S-8 of our reports,  dated  December 20,  2007,  relating to the  financial
statements of Eaton Vance Corp., and management's report on the effectiveness of
internal  control over  financial  reporting,  appearing in the Annual Report on
Form 10-K of Eaton Vance Corp. for the year ended October 31, 2007.


/s/ Deloitte & Touche LLP

Boston, Massachusetts
February 11, 2008



<PAGE>


                                                                    Exhibit 24.1

                                POWER OF ATTORNEY

 For Registration Statement on Form S-8 for the 1998 and 2007 Stock Option Plans

     We, the undersigned  directors and officers of Eaton Vance Corp., do hereby
constitute  and appoint Thomas E. Faust Jr. and Frederick S. Marius our true and
lawful  attorneys and agents,  to do any and all acts and things in our name and
on our behalf in our capacities as directors and officers and to execute any and
all instruments for us and in our names in the capacities indicated below, which
said attorneys and agents, or either of them, may deem necessary or advisable to
enable said  corporation  to comply with the  Securities Act of 1933, as amended
(the  "Securities  Act"),  and any rules,  regulations  and  requirements of the
Securities  and  Exchange  Commission,   in  connection  with  the  Registration
Statement on Form S-8 (File No.  333-122000)  filed by the Registrant on January
12,  2005  related to the Eaton Vance  Corp.  1998 Stock  Option Plan (the "1998
Registration  Statement) and the  Registration  Statement on Form S-8 related to
the  Eaton  Vance  Corp.   2007  Stock  Option  Plan  (the  "2007   Registration
Statement"), including specifically, but without limitation, power and authority
to sign for us or any of us in our names in the capacities  indicated below, any
and all amendments  (including  post-effective  amendments) to the 1998 and 2007
Registration  Statements  and we do  hereby  ratify  and  confirm  all that said
attorneys and agents,  or either of them, shall do or cause to be done by virtue
hereof.

This  Power  of  Attorney  has  been  signed  by the  following  persons  in the
capacities and on the date(s) indicated:

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

Signature                                    Capacity                                 Date
---------                                    --------                                 ----

/s/ Thomas E. Faust, Jr.                   Director, Chairman, Chief Executive    February 11, 2008
------------------------------------       Officer and President
Thomas E. Faust Jr.

/s/ Robert J. Whelan                       Chief Financial Officer                February 11, 2008
------------------------------------
Robert J. Whelan

/s/ Laurie G. Hylton                       Chief Accounting Officer               February 11, 2008
------------------------------------
Laurie G. Hylton

/s/ Duncan W. Richardson                   Director, Executive Vice President,    February 11, 2008
---------------------------                Chief Equity Investment Officer
Duncan W. Richardson

/s/ Ann E. Berman                          Director                               February 11, 2008
---------------------------
Ann E. Berman

/s/ Leo I. Higdon, Jr.                     Director                               February 11, 2008
------------------------------------
Leo I. Higdon, Jr.

/s/ Vincent M. O'Reilly                    Director                               February 11, 2008
------------------------------------
Vincent M. O'Reilly

/s/ Dorothy E. Puhy                        Director                               February 11, 2008
------------------------------------
Dorothy E. Puhy

                                           Director
---------------------------
Winthrop H. Smith, Jr.

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "forms8_021108.txt", "description": "FORM S-8", "secsgml_size_bytes": 35228}]
{"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": "333-149162", "film-number": "08594230"}, "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"}}
Registration No._______
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

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

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

                  255 State Street, Boston, Massachusetts 02109
                    (Address of principal executive offices)

                    EATON VANCE CORP. 2007 STOCK OPTION PLAN
                            (Full title of the plan)

                               Frederick S. Marius
                           Deputy Chief Legal Officer
                                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                    Amount to be        Proposed maximum      Proposed maximum          Amount of
             securities                  registered(1)        offering price           aggregate            registration
          to be registered                                       per share           offering price              fee

-------------------------------------- -------------------- --------------------- ---------------------- ---------------------
Non-Voting Common Stock                         1                $35.09(2)               $35.09                $1.00(4)
par value $0.00390625 per share
                                          4,692,459(3)
====================================== ==================== ===================== ====================== =====================
(1) This Registration  Statement also registers additional securities to be

                                      II - 1
offered or issued upon  adjustments or changes made to registered  securities by
reason of any stock splits, stock dividends or similar transactions as permitted
by Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the
"Securities Act").

     (2) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low trading prices for the Registrant's common stock on February 6,
2008, as reported on the New York Stock Exchange.

     (3) In  accordance  with  Instruction E of Form S-8, in addition to the one
new share of the  Registrant's  common  stock being  registered  hereunder,  the
Registrant  hereby carries  forward,  and this  Registration  Statement shall be
deemed to apply to, 4,692,459 shares of the Registrant's common stock previously
registered,  but not used, under a Registration  Statement on Form S-8 (File No.
333-122000)  filed by the  Registrant  on  January  12,  2005  (the  "2005  Plan
Registration  Statement") registering shares of the Registrant's common stock to
be offered under the  Registrant's  1998 Stock Option Plan. In conjunction  with
the  filing  of  this  Registration  Statement,   the  Registrant  is  filing  a
Post-Effective  Amendment to the 2005 Plan Registration Statement  acknowledging
the transfer of shares to this Registration Statement.

     (4) Aggregate  registration fees of $15,835.48 were paid in connection with
the  shares of the  Registrant's  common  stock  registered  under the 2005 Plan
Registration Statement.

                                      II - 2
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     The following  documents  filed by the  Registrant  with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange  Act"),  are  incorporated  by reference into
this Registration Statement:

     The Registrant's  Annual Report on Form 10-K for the year ended October 31,
2007, as filed on December 21, 2007 (File No. 001-08100).

     The  Registrant's  Current Reports on Form 8-K filed with the Commission on
November 1, 2007, November 20, 2007 and January 22, 2008.

     The description of the  Registrant's  non-voting  common stock contained in
the Registrant's Registration Statement on Form S-3 filed under Section 12(b) of
the Exchange Act,  filed on September 25, 2007,  including  all  amendments  and
reports updating such description.

     All other  reports  filed by the  Registrant  pursuant to Section  13(a) or
15(d) of the Exchange Act since October 31, 2007.

     All  documents  filed by the  Registrant  with the  Commission  pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement, but prior to the filing of a post-effective amendment to
this Registration  Statement which indicates that all securities offered by this
Registration  Statement have been sold or which  deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration  Statement.  Each  document  incorporated  by  reference  into this
Registration  Statement  shall  be  deemed  to be a part  of  this  Registration
Statement from the date of filing of such document with the Commission until the
information contained therein is superseded or updated by any subsequently filed
document which is incorporated by reference into this Registration  Statement or
by any document which  constitutes  part of the prospectus  relating to the 2007
Stock Option Plan meeting the  requirements  of Section 10(a) of the  Securities
Act.

Item 4.     Description of Securities.

     The class of securities to be offered under this Registration  Statement is
registered under Section 12 of the Exchange Act.

Item 5.     Interests of Named Experts and Counsel.

     None.

Item 6.     Indemnification of Directors and Officers.

     The Maryland General  Corporation Law authorizes  Maryland  corporations to
limit  the  liability  of  directors  and  officers  to the  corporation  or its
stockholders for money damages, except: (a) to the extent that it is proved that
the person actually received an improper benefit or profit in money, property or
services, for the amount of the benefit or profit in money, property or services
actually received; (b) to the extent that a judgment or other final adjudication
adverse  to the  person is  entered  in a  proceeding  based on a finding in the
proceeding that the person's action, or failure to act, was the result of active

                                      II - 3
and deliberate dishonesty and was material to the cause of action adjudicated in
the  proceeding;  or (c) with respect to certain other actions not applicable to
the Registrant.

     The Maryland  General  Corporation  Law also  provides for  permissive  and
mandatory  indemnification  by a  Maryland  corporation  of  its  directors  and
officers  that are made  party to any  proceeding  by reason of  service in that
capacity. Under those provisions, indemnification is mandated for the reasonable
expenses  incurred by a director or officer in connection with such a proceeding
if: (a) the director or officer has been successful, on the merits or otherwise,
in the defense of the proceeding or in the defense of any claim, issue or matter
in the proceeding;  or (b) upon application by the officer or director,  a court
of appropriate  jurisdiction determines that such indemnification is appropriate
and orders that it be made.  Indemnification  is permitted for such expenses and
for any  judgments,  penalties,  fines or  settlements  actually  incurred  by a
director  or  officer  in  connection  with  the  proceeding   unless:  (a)  the
corporation's  charter or bylaws, or a resolution of the corporation's  board of
directors or a board-approved  agreement of the corporation  otherwise provides;
(b) it is  established  that (i) the act or omission of the  director or officer
was material to the matter  giving rise to the  proceeding  and was committed in
bad faith or was the  result  of  active  and  deliberate  dishonesty,  (ii) the
director or officer  actually  received an improper  personal  benefit in money,
property  or  services,  or (iii) in the case of any  criminal  proceeding,  the
director or officer had  reasonable  cause to believe his or her act or omission
was unlawful;  or (c) the  proceeding is one that was brought by the director or
officer  against the  corporation  (other than a  proceeding  brought to enforce
indemnification)  unless the corporation's charter or bylaws, or a resolution of
the  corporation's  board of  directors  or a  board-approved  agreement  of the
corporation otherwise provides.

     The Maryland General Corporation Law also permits Maryland  corporations to
advance  payments of  reasonable  expenses  incurred by a director or officer in
such a  proceeding  (other  than one  described  in clause (c) of the  preceding
sentence) if the corporation has received a written  affirmation by the director
or  officer  of his or her good  faith  belief  that  the  standard  of  conduct
necessary for permissive  indemnification has been satisfied and the corporation
has received a written undertaking by or on behalf of the director or officer to
repay the advanced  amount if it is ultimately  determined that that standard of
conduct has not been met.  The  Maryland  General  Corporation  Law also permits
Maryland  corporations to purchase and maintain insurance on behalf of directors
or officers  against any liability  asserted against or incurred by them arising
out of their positions,  irrespective of whether the corporation  would have the
power to indemnify them for such liabilities.

     Article NINTH, section (8) of our Articles of Incorporation  provides that,
to the full extent  permitted by the laws of Maryland,  we shall  indemnify  any
person that (a) is serving as a director or officer of Eaton  Vance  Corp.,  (b)
any person that has served as an officer or director of Eaton Vance  Corp.,  and
(c) any  person who at our  request  is  serving  or has  served as a  director,
officer,  trustee,  partner,  employee, agent or other representative of another
corporation,   joint  stock  company,  syndicate,   association,   firm,  trust,
partnership or other entity,  against all  liabilities  and expenses,  including
without limitation attorneys' fees and judgments,  penalties,  fines and amounts
paid in settlement,  reasonably  incurred by such person in connection  with any
threatened,  pending or completed  action,  suit, or other  proceeding,  whether
civil,  criminal,  administrative,  investigative or legislative,  in which such
person may be involved or with which such person 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  Registrant)  or by the  holders of not less
than a  majority  of the  total  number  of  shares  of our  Common  Stock  then
outstanding.

     Article NINTH,  section (8) of our 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.

                                      II - 4
Item 8.     Exhibits.

     The following  exhibits are filed herewith or  incorporated by reference as
part of this Registration Statement:

Exhibit No.                          Description

   4.1    Registrant's  Amended Articles of  Incorporation  are filed as Exhibit
          3.1 to Registrant's  registration statement on Form 8-B dated February
          4, 1981,  filed  pursuant  to Section  12(b) or (g) of the  Securities
          Exchange Act of 1934  (S.E.C.  File No.  1-8100) and are  incorporated
          herein by reference.

   4.2    Registrant's  Articles of Amendment effective at the close of business
          on April 18, 1983,  has been filed as Exhibit 3.3 to the Annual Report
          on Form  10-K as  amended  on Form  10-K/A of the  Registrant  for the
          fiscal year ended October 31, 2006,  (S.E.C.  File No. 1-8100) and are
          incorporated herein by reference.

   4.3    Registrant's  Articles of Amendment effective at the close of business
          on  November  22,  1983,  has been filed as Exhibit  3.3 to the Annual
          Report  on Form  10-K of the  Registrant  for the  fiscal  year  ended
          October 31, 1983, (S.E.C. File No. 1-8100) and are incorporated herein
          by reference.

   4.4    Registrant's  Articles of Amendment effective at the close of business
          on  February  25,  1986 has been  filed as  Exhibit  3.4 to the Annual
          Report  on Form  10-K of the  Registrant  for the  fiscal  year  ended
          October 31, 1986, (S.E.C. File No. 1-8100) and are incorporated herein
          by reference.

   4.5    Registrant's  Articles  of  Amendment  effective  as of the  close  of
          business  on  November  11,  1992 has been filed as Exhibit 3.6 to the
          Annual  Report on Form 10-K as amended  on Form  10-K/A for the fiscal
          year  ended  October  31,  2006  (S.E.C.  File  No.  1-8100)  and  are
          incorporated herein by reference.

   4.6    Registrant's  Articles of Amendment effective at the close of business
          on May 15, 1997 has been filed as Exhibit 3.1 to the Quarterly  Report
          on Form 10-Q for the fiscal quarter ended April 30, 1997 (S.E.C.  File
          No. 1-8100) and are incorporated herein by reference.

   4.7    Registrant's  Articles of Amendment effective at the close of business
          on August  14,  1998 has been filed as  Exhibit  3.1 to the  Quarterly
          Report  on Form  10-Q for the  fiscal  quarter  ended  July 31,  1998,
          (S.E.C. File No. 1-8100) and are incorporated herein by reference.

   4.8    Registrant's  Articles of Amendment effective at the close of business
          on  November  13,  2000 has been  filed as  Exhibit  3.6 to the Annual
          Report  on Form  10-K of the  Registrant  for the  fiscal  year  ended
          October 31, 2000 (S.E.C.  File No. 1-8100) and are incorporated herein
          by reference.

   4.9    Registrant's  Articles of Amendment effective at the close of business
          on January 14, 2005 has been filed as Exhibit 3.7 to the Annual Report
          on Form 10-K of the  Registrant  for the fiscal year ended October 31,
          2004  (S.E.C.   File  No.  1-8100)  and  are  incorporated  herein  by
          reference.

   4.10   Registrant's  By-Laws,  as  amended,  are  filed  as  Exhibit  99.3 to
          Registrant's Current Report on Form 8-K filed January 18, 2006 (S.E.C.
          File No. 1-8100) and are incorporated herein by reference.

   5.1    Opinion of  Kirkpatrick  & Lockhart  Preston Gates Ellis LLP regarding
          the  legality  of  the  shares  being   registered   hereunder  (filed
          herewith).

                                     II - 5
10.1   Registrant's  2007 Stock Option Plan has been filed as Exhibit 10.1 to
          Registrant's Current Report on Form 8-K filed on October 29, 2007.

   23.1   Consent  of  Independent  Registered  Public  Accounting  Firm  (filed
          herewith).

   23.2   Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP (included in
          the Opinion filed as Exhibit 5.1).

   24.1   Power of Attorney (filed herewith).

Item 9.     Undertakings.

     (a) The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers of 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;

               (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 (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the  information  required to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d)  of  the  Exchange  Act  that  are   incorporated  by  reference  in  this
Registration Statement.

     (2) 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.

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

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

                                      * * *

                                     II - 6
(h) 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 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 or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                     II - 7
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 11th
day of February, 2008.

                                  EATON VANCE CORP.

                                  By:               *
                                     -----------------------------------
                                       Thomas E. Faust Jr.
                                       Chairman, Chief Executive Officer
                                       and President

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
date(s) indicated:
Signature                               Capacity                                Date
        ---------                               -------                                 ----

         *                       Director, Chairman, Chief Executive Officer        February 11, 2008
----------------------------     and President (Principal Executive Officer)
Thomas E. Faust Jr.

         *                       Chief Financial Officer (Principal                 February 11, 2008
----------------------------     Financial Officer)
Robert J. Whelan

         *                       Chief Accounting Officer (Principal                February 11, 2008
----------------------------     Accounting Officer)
Laurie G. Hylton

         *                       Director, Executive Vice President and             February 11, 2008
----------------------------     Chief Equity Investment Officer
Duncan W. Richardson

         *                       Director                                           February 11, 2008
----------------------------
Ann E. Berman
II - 8
*                     Director                                          February 11, 2008
---------------------------
Leo I. Higdon, Jr.

            *                     Director                                          February 11, 2008
---------------------------
Vincent M. O'Reilly

            *                     Director                                          February 11, 2008
---------------------------
Dorothy E. Puhy

                                  Director
---------------------------
Winthrop H. Smith, Jr.
* By: /s/ Frederick S. Marius
           -----------------------
     Name:  Frederick S. Marius
     Title: Attorney-in-Fact

                                     II - 9
INDEX

Exhibit No.     Description

   4.1         Registrant's  Amended  Articles  of  Incorporation  are  filed as
               Exhibit 3.1 to  Registrant's  registration  statement on Form 8-B
               dated February 4, 1981, filed pursuant to Section 12(b) or (g) of
               the Securities  Exchange Act of 1934 (S.E.C.  File No.1-8100) and
               are incorporated herein by reference.

   4.2         Registrant's  Articles  of  Amendment  effective  at the close of
               business on April 18, 1983,  has been filed as Exhibit 3.3 to the
               Annual  Report  on Form  10-K as  amended  on Form  10-K/A of the
               Registrant  for the fiscal year ended  October 31, 2006,  (S.E.C.
               File No. 1-8100) and are incorporated herein by reference.

   4.3         Registrant's  Articles  of  Amendment  effective  at the close of
               business on November 22,  1983,  has been filed as Exhibit 3.3 to
               the Annual Report on Form 10-K of the  Registrant  for the fiscal
               year ended  October 31, 1983,  (S.E.C.  File No.  1-8100) and are
               incorporated herein by reference.

   4.4         Registrant's  Articles  of  Amendment  effective  at the close of
               business  on  February  25, 1986 has been filed as Exhibit 3.4 to
               the Annual Report on Form 10-K of the  Registrant  for the fiscal
               year ended  October 31, 1986,  (S.E.C.  File No.  1-8100) and are
               incorporated herein by reference.

   4.5         Registrant's  Articles of Amendment  effective as of the close of
               business  on  November  11, 1992 has been filed as Exhibit 3.6 to
               the Annual  Report on Form 10-K as amended on Form 10-K/A for the
               fiscal year ended October 31, 2006 (S.E.C.  File No.  1-8100) and
               are incorporated herein by reference.

   4.6         Registrant's  Articles  of  Amendment  effective  at the close of
               business  on May 15,  1997 has been filed as  Exhibit  3.1 to the
               Quarterly  Report on Form 10-Q for the fiscal quarter ended April
               30, 1997 (S.E.C.  File No. 1-8100) and are incorporated herein by
               reference.

   4.7         Registrant's  Articles  of  Amendment  effective  at the close of
               business  on August 14, 1998 has been filed as Exhibit 3.1 to the
               Quarterly  Report on Form 10-Q for the fiscal  quarter ended July
               31, 1998, (S.E.C. File No. 1-8100) and are incorporated herein by
               reference.

   4.8         Registrant's  Articles  of  Amendment  effective  at the close of
               business  on  November  13, 2000 has been filed as Exhibit 3.6 to
               the Annual Report on Form 10-K of the  Registrant  for the fiscal
               year ended  October 31,  2000  (S.E.C.  File No.  1-8100) and are
               incorporated herein by reference.

   4.9         Registrant's  Articles  of  Amendment  effective  at the close of
               business on January 14, 2005 has been filed as Exhibit 3.7 to the
               Annual Report on Form 10-K of the  Registrant for the fiscal year
               ended  October  31,  2004  (S.E.C.   File  No.  1-8100)  and  are
               incorporated herein by reference.

   4.10        Registrant's  By-Laws,  as amended,  are filed as Exhibit 99.3 to
               Registrant's  Current  Report on Form 8-K filed  January 18, 2006
               (S.E.C.   File  No.  1-8100)  and  are  incorporated   herein  by
               reference.

   5.1         Opinion  of  Kirkpatrick  &  Lockhart  Preston  Gates  Ellis  LLP
               regarding the legality of the shares being  registered  hereunder
               (filed herewith).

   10.1        Registrant's  2007  Stock  Option  Plan has been filed as Exhibit
               10.1 to Registrant's  Current Report on Form 8-K filed on October
               29, 2007.

                                    II - 10
23.1        Consent of Independent  Registered  Public Accounting Firm (filed
               herewith).

   23.2        Consent  of  Kirkpatrick  &  Lockhart  Preston  Gates  Ellis  LLP
               (included in the Opinion filed as Exhibit 5.1).

   24.1        Power of Attorney (filed herewith).

                                    II - 11
Exhibit 5.1

                 Kirkpatrick & Lockhart Preston Gates Ellis LLP
                              535 Smithfield Street
                              Pittsburgh, PA 15222
                                 (412) 355-6500

February 11, 2008

Eaton Vance Corp.
225 State Street
Boston, MA 02109

Ladies and Gentlemen:

We have acted as your counsel in connection with the  Registration  Statement on
Form S-8 (the  "Registration  Statement") filed with the Securities and Exchange
Commission   under  the  Securities  Act  of  1933  (the  "1933  Act")  for  the
registration of 4,692,460 shares (the "Shares") of Non-Voting  Common Stock, par
value  $0.00390625 per share of Eaton Vance Corp., a Maryland  corporation  (the
"Company").

You have  requested  our opinion as to the matters set forth below in connection
with the Registration Statement. For purposes of rendering that opinion, we have
examined the Registration Statement, the Company's Articles of Incorporation, as
amended,  and Bylaws,  and the corporate action of the Company that provides for
the issuance of the Shares, and we have made such other investigation as we have
deemed  appropriate.  We have  examined and relied upon  certificates  of public
officials  and, as to certain  matters of fact that are material to our opinion,
we have also relied on a certificate of an officer of the Company.  In rendering
our opinion,  we also have made the  assumptions  that are  customary in opinion
letters of this kind. We have not verified any of those assumptions.

Our  opinion  set forth  below is limited  to the law of the State of  Maryland,
including the applicable  provisions of the Maryland  Constitution  and reported
judicial decisions interpreting those laws.

Based upon and subject to the  foregoing,  it is our opinion that the Shares are
duly  authorized  for issuance by the Company  and,  when issued and paid for as
described in the  Prospectus  included in the  Registration  Statement,  will be
validly issued, fully paid, and nonassessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration  Statement.  In giving our consent we do not thereby  admit that we
are in the category of persons whose consent is required  under Section 7 of the
1933 Act or the rules and regulations thereunder.

Yours truly,

/s/ Kirkpatrick & Lockhart Preston Gates Ellis LLP

Kirkpatrick & Lockhart Preston Gates Ellis LLP
Exhibit 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this  registration  statement on
Form S-8 of our reports,  dated  December 20,  2007,  relating to the  financial
statements of Eaton Vance Corp., and management's report on the effectiveness of
internal  control over  financial  reporting,  appearing in the Annual Report on
Form 10-K of Eaton Vance Corp. for the year ended October 31, 2007.

/s/ Deloitte & Touche LLP

Boston, Massachusetts
February 11, 2008
Exhibit 24.1

                                POWER OF ATTORNEY

 For Registration Statement on Form S-8 for the 1998 and 2007 Stock Option Plans

     We, the undersigned  directors and officers of Eaton Vance Corp., do hereby
constitute  and appoint Thomas E. Faust Jr. and Frederick S. Marius our true and
lawful  attorneys and agents,  to do any and all acts and things in our name and
on our behalf in our capacities as directors and officers and to execute any and
all instruments for us and in our names in the capacities indicated below, which
said attorneys and agents, or either of them, may deem necessary or advisable to
enable said  corporation  to comply with the  Securities Act of 1933, as amended
(the  "Securities  Act"),  and any rules,  regulations  and  requirements of the
Securities  and  Exchange  Commission,   in  connection  with  the  Registration
Statement on Form S-8 (File No.  333-122000)  filed by the Registrant on January
12,  2005  related to the Eaton Vance  Corp.  1998 Stock  Option Plan (the "1998
Registration  Statement) and the  Registration  Statement on Form S-8 related to
the  Eaton  Vance  Corp.   2007  Stock  Option  Plan  (the  "2007   Registration
Statement"), including specifically, but without limitation, power and authority
to sign for us or any of us in our names in the capacities  indicated below, any
and all amendments  (including  post-effective  amendments) to the 1998 and 2007
Registration  Statements  and we do  hereby  ratify  and  confirm  all that said
attorneys and agents,  or either of them, shall do or cause to be done by virtue
hereof.

This  Power  of  Attorney  has  been  signed  by the  following  persons  in the
capacities and on the date(s) indicated:
Signature                                    Capacity                                 Date
---------                                    --------                                 ----

/s/ Thomas E. Faust, Jr.                   Director, Chairman, Chief Executive    February 11, 2008
------------------------------------       Officer and President
Thomas E. Faust Jr.

/s/ Robert J. Whelan                       Chief Financial Officer                February 11, 2008
------------------------------------
Robert J. Whelan

/s/ Laurie G. Hylton                       Chief Accounting Officer               February 11, 2008
------------------------------------
Laurie G. Hylton

/s/ Duncan W. Richardson                   Director, Executive Vice President,    February 11, 2008
---------------------------                Chief Equity Investment Officer
Duncan W. Richardson

/s/ Ann E. Berman                          Director                               February 11, 2008
---------------------------
Ann E. Berman

/s/ Leo I. Higdon, Jr.                     Director                               February 11, 2008
------------------------------------
Leo I. Higdon, Jr.

/s/ Vincent M. O'Reilly                    Director                               February 11, 2008
------------------------------------
Vincent M. O'Reilly

/s/ Dorothy E. Puhy                        Director                               February 11, 2008
------------------------------------
Dorothy E. Puhy

                                           Director
---------------------------
Winthrop H. Smith, Jr.