SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
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. 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)
Executive Vice President
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
10/31/2008
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Eaton Vance Corp. Common Stock (Voting) 44,566 I By Voting Trust(1)
Eaton Vance Corp. Non-voting Common Stock 486,059 D
Voting Trust Receipt(2) 44,566 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy)(3) $8.59 (4) 11/01/2009 Eaton Vance Corp. Non-voting Common Stock 72,000 72,000 D
Option (right to buy)(3) $12.27 (5) 11/01/2010 Eaton Vance Corp. Non-voting Common Stock 200,000 200,000 D
Option (right to buy)(3) $14.34 (6) 11/01/2011 Eaton Vance Corp. Non-voting Common Stock 250,000 250,000 D
Option (right to buy)(3) $14.55 (7) 11/01/2012 Eaton Vance Corp. Non-voting Common Stock 282,600 282,600 D
Option (right to buy)(3) $17.51 (8) 11/03/2013 Eaton Vance Corp. Non-voting Common Stock 273,000 273,000 D
Option (right to buy) $21.96 (9) 11/01/2014 Eaton Vance Corp. Non-voting Common Stock 259,600 259,600 D
Option (right to buy) $24.87 (10) 11/01/2015 Eaton Vance Corp. Non-voting Common Stock 210,500 210,500 D
Option (right to buy) $30.11 (11) 11/01/2016 Eaton Vance Corp. Non-voting Common Stock 200,800 200,800 D
Option (right to buy) $48.39 (12) 11/01/2017 Eaton Vance Corp. Non-voting Common Stock 139,700 139,700 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 Thomas E. Faust, Duncan Richardson, Jeffrey P. Beale, Lisa Jones, G. West Saltonstall, Payson Swaffield, Robert J. Whelan, Matthew J. Witkos, Maureen Gemma, Fredrick Marius, Cynthia Clemson, Michael R. Mach, Robert MacIntosh, Thomas M. Metzold, Scott H. Page, Judith Saryan, Michael Weilheimer, Walter Row 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 1, 1999, these options vest over a 5 year period at 20% per year.
5. Granted on November 1, 2000, these options vest over a 5 year period at 20% per year.
6. Granted on November 1, 2001, these options vest over a 5 year period at 20% per year.
7. Granted on November 1, 2002, these options vest over a 5 year period at 20% per year.
8. Granted on November 3, 2003, these options vest over a 5 year period at 20% per year.
9. Granted on November 1, 2004 these options vest over a 5 year period at 20% per year.
10. Granted on November 1, 2005 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
11. Granted on November 1, 2006 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
12. Granted on November 1, 2007 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
By: Katie McManus, Attorney in Fact 12/10/2008
** 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 4 (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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