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
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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).
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)
11/01/2005
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(1) 05/02/2005 A V 632 A $19.76 1,329,708 D
Eaton Vance Corp. Non-voting Common Stock(1) 11/01/2005 A V 596 A $20.95 1,330,304 D
Eaton Vance Corp. Common Stock (Voting) 37,116 I By Voting Trust(2)
Eaton Vance Corp. Non-voting Common Stock 63,861(3) I Stock Option Income Deferral(4)
Voting Trust Receipt(5) 37,116 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)(6) $24.87 11/01/2005 A 58,200 (7) 11/01/2015 Eaton Vance Corp. Non-voting Common Stock 58,200 $0 58,200 D
Option (right ot buy) $14.34 (8) 11/01/2011 Eaton Vance Corp. Non-voting Common Stock 62,426 62,426 D
Option (right to buy) $15.77 (9) 11/01/2006 Eaton Vance Corp. Non-voting Common Stock 6,974 6,974 D
Option (right to buy) $16.01 (10) 11/01/2007 Eaton Vance Corp. Non-voting Common Stock 6,872 6,872 D
Option (right to buy) $19.26 (11) 11/03/2008 Eaton Vance Corp. Non-voting Common Stock 5,710 5,710 D
Option (right to buy) $8.6 (12) 11/01/2009 Eaton Vance Corp. Common Stock (Voting) 12,000 12,000 D
Option (right to buy) $12.27 (13) 11/01/2010 Eaton Vance Corp. Non-voting Common Stock 15,848 15,848 D
Option (right to buy) $14.55 (14) 11/01/2012 Eaton Vance Corp. Non-voting Common Stock 71,528 71,528 D
Option (right to buy) $17.51 (15) 11/03/2013 Eaton Vance Corp. Non-voting Common Stock 65,890 65,890 D
Option (right to buy) $21.96 (16) 11/01/2014 Eaton Vance Corp. Non-voting Common Stock 64,800 64,800 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. Adjusted to include dividend reinvestment as follows: 2/14/05 - 192 shares at $26.32; 5/9/05 - 210 shares at $24.18; 8/8/05 - 207 shares at $24.53
4. Shares credited under the company's Stock Option Income Deferral Plan.
5. A Voting Trust Receipt represents a share of Voting Common Stock.
6. Granted under the 1998 Stock Option Plan, which is a 16b-3 plan.
7. Granted on November 1, 2005 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
8. Granted on 11/1/2001 these options vest 22% on 11/1/2002, 11/1/2003 , 11/1/2004, 11/1/2006 and 12% on 11/1/2005
9. Granted on 11/1/2001 these options vest 100% on 11/1/2005
10. Granted on 11/1/2002 these options vest 100% on 11/1/2006
11. Granted on 11/3/2003 these options vest 100% on 11/3/2007
12. Granted on 11/1/1999 these options vest 20% per year beginning 11/1/2000
13. Granted on 11/1/2000 these options vest 23% on 11/1/2001, 11/1/2002, 11/1/2003, 11/1/2005 and 8% on 11/1/2004
14. Grnated on 11/1/2002 these options vest 22% on 11/1/2003, 11/2/2004, 11/1/2005, 11/1/2007 and 12% on 11/1/2006
15. Granted on 11/3/2003 these options vest 22% on 11/3/2004, 11/3/2005, 11/3/2006, 11/3/2008 and 12% on 11/3/2007
16. Granted on November 1, 2004 these options vest over a 5 year period at 20% per year.
Remarks:
All shares and prices have been adjusted to reflect a 2-for-1 stock split on 1/14/2005.
By: Katie McManus, Attorney in Fact 11/03/2005
** 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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