SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Witkos Matthew J (Last) (First) (Middle) TWO INTERNATIONAL PLACE EATON VANCE (Street) BOSTON MA 02110 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol EATON VANCE CORP [ EV ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Pres & CEO EV Distributors Inc
	3. Date of Earliest Transaction (Month/Day/Year) 11/01/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Eaton Vance Corp. Non-voting Common Stock	11/01/2013		A	V	358(1)	A	$34.893	169,339	D
Eaton Vance Corp. Non-voting Common Stock	12/13/2013		G	V	1,000	D	$0.0000	157,801	D
Eaton Vance Corp. Non-voting Common Stock	11/01/2014		F		7,090	D	$36.83	150,711	D
Eaton Vance Corp. Non-voting Common Stock	11/02/2014		F		1,574	D	$36.83	149,137	D
Eaton Vance Corp. Non-voting Common Stock	11/03/2014		A		28,260(2)	A	$0.0000	177,397	D
Eaton Vance Corp. Non-voting Common Stock	11/03/2014		F		1,333	D	$36.71	176,064	D
Voting Trust Receipt								18,623	D
Eaton Vance Corp. Common Stock (Voting)								18,623(3)	I	By Voting Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	$36.71	11/03/2014		A		108,580		(4)	11/03/2024	Eaton Vance Corp. Non-voting Common Stock	108,580	$0.0000	108,580	D
Option (right to buy)	$44.1365							(5)	07/11/2017	Eaton Vance Corp. Non-voting Common Stock	24,152		24,152	D
Option (right to buy)	$47.2305							(6)	11/01/2017	Eaton Vance Corp. Non-voting Common Stock	26,844		26,844	D
Option (right to buy)	$28.6858							(7)	11/01/2020	Eaton Vance Corp. Non-voting Common Stock	90,673		90,673	D
Option (right to buy)	$24.4595							(8)	11/01/2021	Eaton Vance Corp. Non-voting Common Stock	135,651		135,651	D
Option (right to buy)	$28.227							(9)	11/01/2022	Eaton Vance Corp. Non-voting Common Stock	111,369		111,369	D
Option (right to buy)	$41.9							(10)	11/01/2023	Eaton Vance Corp. Non-voting Common Stock	91,760		91,760	D
Option (right to buy)	$27.495							(11)	11/02/2019	Eaton Vance Corp. Non-voting Common Stock	41,516		41,516	D
Option (right to buy)	$21.4631							(12)	11/03/2018	Eaton Vance Corp. Non-voting Common Stock	13,710		13,710	D

Explanation of Responses:

1. These shares were acquired under the 1986 Employee Stock Purchase Plan, which is a 16b-3 plan.

2. Restricted Stock Award granted under the Eaton Vance Corp. 2013 Omnibus Incentive Plan.

3. All shares of the Voting Stock of Eaton Vance Corp. are deposited and held of record in a Voting Trust of which Thomas E. Faust, Jeffrey P. Beale, David C. McCabe, Payson F. Swaffield, Matthew J. Witkos, Edward J. Perkin, Maureen Gemma, Frederick S. Marius, Laurie G. Hylton, Cynthia Clemson, Thomas M. Metzold, Scott H. Page, Michael Weilheimer, Walter Row, David Stein, Daniel C. Cataldo, James H. Evans, Charles B. Reed, R. Kelly Williams, Craig P. Russ and Brian Langstraat are the Voting Trustees. The Voting Common Stock is not registered under Section 12 of the Securities Exchange Act.

4. Granted on November 3, 2014 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%.

5. Granted on July 11, 2007 these options vest over a 5 year period starting in 2008 in increments of 10%, 15%, 20%, 25%, and 30%

6. Granted on November 1, 2007 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

7. These options were granted on November 1, 2010 and vest over a 5 year period in increments of 10%,15%,20%,25% and 30%.

8. Granted on November 1, 2011 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

9. Granted on November 1, 2012 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%.

10. Granted on November 1, 2013 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

11. Granted on November 2, 2009, these options vest over a 5 year period in increments of 10%, 15%, 20,%, 25% and 30%.

12. Granted on November 3, 2008 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

	Victoria Crane, Attorney-in-fact	11/05/2014
	** Signature of Reporting Person	Date
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