Ownership Submission
FORM 5
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
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
HYLTON LAURIE G
 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)
VP & Chief Accounting Officer
(Last)
(First)
(Middle)

THE EATON VANCE BUILDING, 255 STATE STREET		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
10/31/2008
(Street)


BOSTON, MA 021092617		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
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. Non-voting Common Stock             72,924 D  
Eaton Vance Corp. Non-voting Common Stock             1,200 I By Custodian For Children

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: 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) $ 12.27             (1) 11/01/2010 Eaton Vance Corp. Non-voting Common Stock
8,000
  8,000
D
 
Option (right to buy) $ 14.34             (2) 11/01/2011 Eaton Vance Corp. Non-voting Common Stock
7,104
  7,104
D
 
Option (right to buy) $ 14.55             (3) 11/01/2012 Eaton Vance Corp. Non-voting Common Stock
44,800
  44,800
D
 
Option (right to buy) $ 17.51             (4) 11/03/2013 Eaton Vance Corp. Non-voting Common Stock
39,800
  39,800
D
 
Option (right to buy) $ 21.96             (5) 11/01/2014 Eaton Vance Corp. Non-voting Common Stock
39,800
  39,800
D
 
Option (right to buy) $ 24.87             (6) 11/01/2015 Eaton Vance Corp. Non-voting Common Stock
34,300
  34,300
D
 
Option (right to buy) $ 30.11             (7) 11/01/2016 Eaton Vance Corp. Non-voting Common Stock
31,100
  31,100
D
 
Option (right to buy) $ 48.39             (8) 11/01/2017 Eaton Vance Corp. Non-voting Common Stock
19,200
  19,200
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HYLTON LAURIE G
THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MA 021092617		       VP & Chief Accounting Officer  

Signatures

By: Katie McManus, Attorney in Fact 12/10/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Granted on November 1, 2000, these options vest over a 5 year period at 20% per year.
(2) Granted on November 1, 2001, these options vest over a 5 year period at 20% per year.
(3) Granted on November 1, 2002, these options vest over a 5 year period at 20% per year.
(4) Granted on November 3, 2003, these options vest over a 5 year period at 20% per year.
(5) Granted on November 1, 2004 these options vest over a 5 year period at 20% per year.
(6) Granted on November 1, 2005 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
(7) Granted on November 1, 2006 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
(8) Granted on November 1, 2007 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

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