September 3, 2019


Via E-Mail

Jonathan Wolfman
Wilmer Cutler Pickering Hale & Dorr LLP
60 State Street
Boston, Massachusetts 02109

       Re:    Eaton Vance Corp.
              Schedule TO-I filed on August 28, 2019
              File No. 5-39408

Dear Mr. Wolfman:

        The Office of Mergers and Acquisitions has conducted a limited review
of the filing
listed above. Our review was limited to the specific issues identified in our
comments below.
All defined terms have the same meaning as in the Offer to Exchange included as
Exhibit
99(a)(1)(A) to the Schedule TO-I.

       Please respond to this letter by revising your filing, by providing the
requested
information, or by advising us when you will provide the requested response. If
you do not
believe our comments apply to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

       After reviewing any amendment to your filing and the information you
provide in
response to these comments, we may have additional comments.

Schedule TO-I filed August 28, 2019

Offer to Exchange - General

   1. This offer is being made by Eaton Vance Corp. for securities issued by
its majority-
      owned subsidiary, Parametric Portfolio Associates LLC. Rule 13e-4(h)(4)
excludes from
      the application of Rule 13e-4 tender offers already subject to Section
14(d) of the
      Exchange Act. The exemption from Section 14(d) provided in paragraph
14(d)(8)(B) has
      not been extended to tender offers by affiliates of an issuer, other than
offers by the
      issuer's wholly-owned subsidiary. See footnote 34 in Exchange Act Release
No. 14234
      (December 8. 1977). In your response letter, analyze why Eaton Vance is
conducting this
      offer under Rule 13e-4/Schedule TO-I.
 Jonathan Wolfman, Esq.
Wilmer, Cutler, Pickering, Hale & Dorr, LLP
September 3, 2019
Page 2


   2. See our last comment above. The "global relief" letter issued by the
Division of
      Corporation Finance for issuer employee stock option exchange offers is
only available
      for issuer tender offers conducted for compensatory reasons that
otherwise meet the
      criteria outlined in that letter. See Issuer Exchange Offers Conducted
for Compensatory
      Purposes (March 21, 2001). If Regulation 14D and not Rule 13e-4 is
applicable to your
      offer, its terms must be revised to comply with that provision, without
reliance on the
      global relief letter for employee option exchange offers.

   3. The final terms of this exchange offer will not be set until 4:00 pm on
the expiration date.
      Tell us how this is consistent with Item 4 of Schedule TO and Item 1004
of Regulation
      M-A and the extension requirements of both Rule 13e-4 and Regulation 14E.

          We remind you that the filing person is responsible for the accuracy
and adequacy of
   its disclosures, notwithstanding any review, comments, action or absence of
action by the
   staff. Please contact me at (202) 551- 3263 with any questions about these
comments.


                                                    Sincerely,

                                                    /s/ Christina Chalk

                                                    Christina Chalk
                                                    Senior Special Counsel
                                                    Office of Mergers and
Acquisitions