Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SMITH WINTHROP H JR
   2. Issuer Name and Ticker or Trading Symbol
EATON VANCE CORP [EV] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
THE EATON VANCE BUILDING, 255 STATE STREET		 3. Date of Earliest Transaction (Month/Day/Year)
02/09/2009
(Street)

BOSTON, MA 021092617		 4. If Amendment, Date 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
(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 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: 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
Phantom Stock (1)             11/03/2010(1) 11/03/2010(1) Eaton Vance Corp. Non-voting Common Stock 18 (2)   2,291 D  
Option (right to buy) $ 18.99               (3) 04/14/2014 Eaton Vance Corp. Non-voting Common Stock 12,000   12,000 D  
Option (right to buy) $ 25.39               (3) 12/17/2014 Eaton Vance Corp. Non-voting Common Stock 12,000   12,000 D  
Option (right to buy) $ 27.58               (3) 12/16/2015 Eaton Vance Corp. Non-voting Common Stock 8,200   8,200 D  
Option (right to buy) $ 30.11             11/01/2006 11/01/2016 Eaton Vance Corp. Non-voting Common Stock 8,000   8,000 D  
Option (right to buy) $ 48.39             11/01/2007 11/01/2017 Eaton Vance Corp. Non-voting Common Stock 6,700   6,700 D  
Option (right to buy) $ 21.99             11/03/2008 11/03/2018 Eaton Vance Corp. Non-voting Common Stock 5,800   5,800 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SMITH WINTHROP H JR
THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MA 021092617		   X      

Signatures

 By: Katie McManus, Attorney- in- fact   02/09/2009
**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) Each share of Phantom Stock is the economic equivalent of one share of non-voting common stock. The shares of Phantom Stock become payable in cash at the earlier of the second anniversary of the grant date or the date of the non-employee director's termination.
(2) As dividends are paid with respect to Company Non-Voting Common Stock, a number of units of Phantom Stock with a current value equal to the amount of the dividend will be allocated to the account of each non-employee Director with respect to each unit of Phantom Stock Awarded at the time such dividends are paid to the stock holders of the Company.
(3) These options vest over a 4 year period at 25% per year.

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