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* WHITAKER WHARTON P (Last) (First) (Middle) THE EATON VANCE BUILDING 255 STATE STREET (Street) BOSTON MA 021092617 (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 X Officer (give title below) Other (specify below) President, EV Distributors
	3. Date of Earliest Transaction (Month/Day/Year) 11/01/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year) 11/03/2004	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(1)	11/01/2004		A	V	381	A	$32.78	651,752	D
Eaton Vance Corp. Common Stock (Voting)								18,558	I	By Voting Trust(2)
Eaton Vance Corp. Non-voting Common Stock								31,515	I	Stock Option Income Deferral(3)
Voting Trust Receipt(4)								18,558	D

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)(5)	$43.91	11/01/2004		A		32,400		(6)	11/01/2014	Eaton Vance Corp. Non-voting Common Stock	32,400	$0	32,400	D
Option (right to buy)(5)	$0.00(7)							(11)	(14)	Eaton Vance Corp. Non-voting Common Stock	12,000		12,000	D
Option (right to buy)(5)	$0.00(8)							(11)	(15)	Eaton Vance Corp. Non-voting Common Stock	34,700		34,700	D
Option (right to buy)(5)	$0.00(10)							(11)	(17)	Eaton Vance Corp. Non-voting Common Stock	39,200		39,200	D
Option (right to buy)(5)	$0.00(9)							(11)	(16)	Eaton Vance Corp. Non-voting Common Stock	35,800		35,800	D
Option (right to buy)(5)	$11.47							(12)	11/02/2006	Eaton Vance Corp. Non-voting Common Stock	8,710		8,710	D
Option (right to buy)(5)	$17.19							(13)	11/01/2009	Eaton Vance Corp. Non-voting Common Stock	6,000		6,000	D

Explanation of Responses:

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

2. 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.

3. Shares credited under the company's Stock Option Income Deferral Plan.

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

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

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

7. Granted on November 1, 2000, the Incentive Stock Option has an exercise price of $26.9844 (110% of market value at the time of grant), as determined under Section 424(d) of the Internal Revenue Code of 1986. The Non-Qualified Stock Option has an exercise price of $24.5313 (equal to fair market value at the time of grant).

8. Granted on November 1, 2001, the Incentive Stock Option has an exercise price of $31.537 (110% of market value at the time of grant), as determined under Section 424(d) of the Internal Revenue Code of 1986. The Non-Qualified Stock Option has an exercise price of $28.67 (equal to fair market value at the time of grant).

9. Granted on November 3, 2003, the Incentive Stock Option has an exercise price of $38.522 (110% of market value at the time of grant), as determined under Section 424(d) of the Internal Revenue Code of 1986. The Non-Qualified Stock Option has an exercise price of $35.02 (equal to fair market value at the time of grant).

10. Granted on November 1, 2002, the Incentive Stock Option has an exercise price of $32.01 (110% of market value at the time of grant), as determined under Section 424(d) of the Internal Revenue Code of 1986. The Non-Qualified Stock Option has an exercise price of $29.10 (equal to fair market value at the time of grant).

11. These options vest over a 5 year period at 20% per year.

12. Granted on November 2, 1998, these options vest over 5 years starting in 1999 in increments of 12.33%, 12.33%, 19.33%, 34% and 22% respectively.

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

14. The Incentive Stock Option has a 5 year life, expiring on November 1, 2005, as determined under Section 424(d) of the Internal Revenue Code of 1986. The Non-Qualified Stock Option has a 10 year life, expiring on November 1, 2010.

15. The Incentive Stock Option has a 5 year life, expiring on November 1, 2006, as determined under Section 424(d) of the Internal Revenue Code of 1986. The Non-Qualified Stock Option has a 10 year life, expiring on November 1, 2011.

16. The Incentive Stock Option has a 5 year life, expiring on November 3, 2008, as determined under Section 424(d) of the Internal Revenue Code of 1986. The Non-Qualified Stock Option has a 10 year life, expiring on November 3, 2013.

17. The Incentive Stock Option has a 5 year life, expiring on November 1, 2007, as determined under Section 424(d) of the Internal Revenue Code of 1986. The Non-Qualified Stock Option has a 10 year life, expiring on November 1, 2012.

Remarks:

Amended to remove ESPP purchase duplicated in the 5/3/2004 filing.

	By: Katie McManus, Attorney in Fact	12/06/2004
	** Signature of Reporting Person	Date
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