SEC FORM 4

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^*

HYLTON LAURIE G

(Last)

(First)

(Middle)

THE EATON VANCE BUILDING

255 STATE STREET

(Street)

BOSTON

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)
	VP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2008

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Eaton Vance Corp. Non-voting Common Stock	06/05/2008		M		34,496	A	$14.34	107,420	D
Eaton Vance Corp. Non-voting Common Stock	06/05/2008		S		34,496	D	$42.74	72,924	D
Eaton Vance Corp. Non-voting Common Stock								1,200	I	By Custodian For Children

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)⁽¹⁾	$14.34	06/05/2008		M			34,496	⁽²⁾	11/01/2011	Eaton Vance Corp. Non-voting Common Stock	34,496	$0	7,104	D
Option (right to buy)	$12.27							⁽³⁾	11/01/2010	Eaton Vance Corp. Non-voting Common Stock	8,000		8,000	D
Option (right to buy)	$14.55							⁽⁴⁾	11/01/2012	Eaton Vance Corp. Non-voting Common Stock	44,800		44,800	D
Option (right to buy)	$17.51							⁽⁵⁾	11/03/2013	Eaton Vance Corp. Non-voting Common Stock	39,800		39,800	D
Option (right to buy)	$21.96							⁽⁶⁾	11/01/2014	Eaton Vance Corp. Non-voting Common Stock	39,800		39,800	D
Option (right to buy)	$24.87							⁽⁷⁾	11/01/2015	Eaton Vance Corp. Non-voting Common Stock	34,300		34,300	D
Option (right to buy)	$30.11							⁽⁸⁾	11/01/2016	Eaton Vance Corp. Non-voting Common Stock	31,100		31,100	D
Option (right to buy)	$48.39							⁽⁹⁾	11/01/2017	Eaton Vance Corp. Non-voting Common Stock	19,200		19,200	D

Explanation of Responses:

1. Granted under the 1998 Stock Option Plan, which is a 16b-3 plan.

2. Granted on November 1, 2001, these options vest over a 5 year period at 20% per year.

3. Granted on November 1, 2000, these options vest over a 5 year period at 20% per year.

4. Granted on November 1, 2002, these options vest over a 5 year period at 20% per year.

5. Granted on November 3, 2003, these options vest over a 5 year period at 20% per year.

6. Granted on November 1, 2004 these options vest over a 5 year period at 20% per year.

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 November 1, 2006 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

9. Granted on November 1, 2007 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

Remarks:

	By: Katie McManus, Attorney in Fact	06/05/2008
	** 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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