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*
DYNNER ALAN R
(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)
Voting Trustee
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2006
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 05/03/2006 A(1) V 558 A $22.38 376,576 D
Eaton Vance Corp. Non-voting Common Stock 06/30/2006 M 34,840 A $5.73 411,416 D
Eaton Vance Corp. Non-voting Common Stock 06/30/2006 M 6,974 A $15.77 418,390 D
Eaton Vance Corp. Common Stock (Voting) 37,116 I By Voting Trust(2)
Voting Trust Receipt(3) 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) $15.77 06/30/2006 M 6,974 (4) 11/01/2006 Eaton Vance Corp. Non-voting Common Stock 6,974 $0 0.00 D
Option (right to buy)(5) $5.73 06/30/2006 M 34,840 (6) 11/02/2006 Eaton Vance Corp. Non-voting Common Stock 34,840 $0 45,160 D
OPtion (right to buy) $16.01 (7) 11/01/2007 Eaton Vance Corp. Non-voting Common Stock 6,872 6,872 D
Option (right to buy) $8.59 (8) 11/01/2009 Eaton Vance Corp. Non-voting Common Stock 60,000 60,000 D
Option (right to buy) $12.27 (9) 11/01/2010 Eaton Vance Corp. Non-voting Common Stock 51,848 51,848 D
Option (right to buy) $14.34 (10) 11/01/2011 Eaton Vance Corp. Non-voting Common Stock 62,426 62,426 D
Option (right to buy) $14.55 (11) 11/01/2012 Eaton Vance Corp. Non-voting Common Stock 71,528 71,528 D
Option (right to buy) $17.51 (12) 11/03/2013 Eaton Vance Corp. Non-voting Common Stock 80,600 80,600 D
Option (right to buy) $21.96 (13) 11/01/2014 Eaton Vance Corp. Non-voting Common Stock 68,400 68,400 D
Option (right to buy) $24.87 (14) 11/01/2015 Eaton Vance Corp. Non-voting Common Stock 58,200 58,200 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 James B. Hawkes, Thomas E. Faust, Wharton P. Whitaker, William M. Steul, Alan R. Dynner, Duncan Richardson, Thomas Metzold, Robert MacIntosh, Payson Swaffield, Jeffrey P. Beale, Michael Mach, Judith Saryan, Scott Page, Cynthia Clemson, Michael Weilheimer, and G. West Saltonstall are the voting Trustees. The Voting Common Stock is not registered under Section 12 of the Securities Exchange Act.
3. A Voting Trust Receipt represents a share of Voting Common Stock.
4. Granted on 11/1/2001 these options vest 100% on 11/1/2006
5. Granted under the 1998 Stock Option Plan, which is a 16b-3 plan.
6. Granted on November 2, 1998, these options vest over 5 years starting in 1999 in increments of 14%, 14%, 14%, 36%, and 22% respectively.
7. Granted on 11/1/2002 these option vest 100% on 11/1/2006
8. Granted on November 1, 1999, these options vest over a 5 year period at 20% per year.
9. Granted on 11/1/2000 these option vest 23% on 11/1/2001, 11/1/2002, 11/1/2003, 11/1/2005 and 8% on 11/1/2004
10. Granted on 11/1/2001 these options vest 22% 11/1/2002, 11/1/2003, 11/1/2004 11/1/2006 and 12% on 11/1/2005
11. Granted on 11/1/2002 these options vest 22% on 11/1/2003, 11/1/2004, 11/2/2005, 11/1/2007 and 12% on 11/1/2006
12. Granted on November 3, 2003, these options vest over a 5 year period at 20% per year.
13. Granted on November 1, 2004 these options vest over a 5 year period at 20% per year.
14. 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 06/30/2006
** 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 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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