SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* RICHARDSON DUNCAN W (Last) (First) (Middle) THE EATON VANCE BUILDING 255 STATE STREET (Street) BOSTON MA 021092617 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/11/2006	3. Issuer Name and Ticker or Trading Symbol EATON VANCE CORP [ EV ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President	5. If Amendment, Date of Original Filed (Month/Day/Year) 01/26/2006
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Eaton Vance Corp. Non-voting Common Stock	364,110	D
Eaton Vance Corp. Non-voting Common Stock	15,492	I	By Voting Trust(1)
Voting Trust Receipt(2)	15,492	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)(3)	(4)	11/02/2006	Eaton Vance Corp. Non-voting Common Stock	100,000	$5.73	D
Option (right to buy)(3)	(5)	11/01/2009	Eaton Vance Corp. Non-voting Common Stock	72,000	$8.59	D
Option (right to buy)(3)	(6)	11/01/2010	Eaton Vance Corp. Non-voting Common Stock	200,000	$12.27	D
Option (right to buy)(3)	(7)	11/01/2011	Eaton Vance Corp. Non-voting Common Stock	250,000	$14.34	D
Option (right to buy)(3)	(8)	11/01/2012	Eaton Vance Corp. Non-voting Common Stock	282,600	$14.55	D
Option (right to buy)(3)	(9)	11/03/2013	Eaton Vance Corp. Non-voting Common Stock	273,000	$17.51	D
Option (right to buy)(3)	(10)	11/01/2014	Eaton Vance Corp. Non-voting Common Stock	259,600	$21.96	D
Option (right to buy)(3)	(11)	11/01/2015	Eaton Vance Corp. Non-voting Common Stock	210,500	$24.87	D

Explanation of Responses:

1. All shares of the Voting Stock of Eaton Vance Corp. are deposited and held of record in a Voting Trust of which Mssrs. James B. Hawkes, Thomas E. Faust, Jr., Alan R. Dynner, William M. Steul, Wharton P. Whitaker, Thomas J. Fetter, Duncan W. Richardson, Jeffrey P. Beale, Scott H. Page, Payson F. Swaffield and Michael W. Weilheimer are the voting Trustees. The Voting Common Stock is not registered under Section 12 of the Securities Exchange Act.

2. A Voting Trust Receipt represents a share of Voting Common Stock.

3. Granted under the 1998 Stock Option Plan, which is a 16b-3 plan.

4. Granted on November 2, 1998, these options vest over a 4 year period at 25% per year.

5. Granted on November 1, 1999, these options vest over a 5 year period at 20% per year.

6. Granted on November 1, 2000, these options vest over a 5 year period at 20% per year.

7. Granted on November 1, 2001, these options vest over a 5 year period at 20% per year.

8. Granted on November 1, 2002, these options vest over a 5 year period at 20% per year.

9. Granted on November 3, 2003, these options vest over a 5 year period at 20% per year.

10. Granted on November 1, 2004 these options vest over a 5 year period at 20% per year.

11. Granted on November 1, 2005 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

Remarks:

	By: Katie McManus, Attorney in Fact	01/26/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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