Sec Form 5 Filing - HAWKES JAMES B @ EATON VANCE CORP - 2007-10-31

FORM 5 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 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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1. Name and Address of Reporting Person HAWKES JAMES B 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 X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) THE EATON VANCE BUILDING, 255 STATE STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/31/2007 (Street) BOSTON, MA021092617 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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. Common Stock (Voting) 74,240 I By Voting Trust ( 1 ) Eaton Vance Corp. Non-voting Common Stock 3,811,108 D Eaton Vance Corp. Non-voting Common Stock 125,502 I By Daughter Eaton Vance Corp. Non-voting Common Stock 195,440 I By Spouse Eaton Vance Corp. Non-voting Common Stock 961,881 I Stock Option Income Deferral ( 2 ) ( 3 ) Voting Trust Receipt ( 4 ) 74,240 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Option (right to buy) $ 19.26 ( 5 ) 11/03/2008 Eaton Vance Corp. Non-voting Common Stock 5,710 5,710 D Option (right to buy) $ 8.6 ( 6 ) 11/01/2009 Eaton Vance Corp. Non-voting Common Stock 188,400 188,400 D Option (right to buy) $ 12.27 ( 7 ) 11/01/2010 Eaton Vance Corp. Non-voting Common Stock 311,848 311,848 D Option (right to buy) $ 14.34 ( 8 ) 11/01/2011 Eaton Vance Corp. Non-voting Common Stock 340,226 340,226 D Option (right to buy) $ 14.55 ( 9 ) 11/01/2012 Eaton Vance Corp. Non-voting Common Stock 385,528 385,528 D Option (right to buy) $ 17.51 ( 10 ) 11/03/2013 Eaton Vance Corp. Non-voting Common Stock 397,490 397,490 D Option (right to buy) $ 21.96 ( 11 ) 11/01/2014 Eaton Vance Corp. Non-voting Common Stock 341,600 341,600 D Option (right to buy) $ 24.87 ( 12 ) 11/01/2015 Eaton Vance Corp. Non-voting Common Stock 277,000 277,000 D Option (right to buy) $ 30.11 ( 13 ) 11/01/2016 Eaton Vance Corp. Non-voting Common Stock 261,000 261,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HAWKES JAMES B THE EATON VANCE BUILDING 255 STATE STREET BOSTON, MA021092617 X CEO Signatures By: Katie McManus, Attorney in Fact 12/14/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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, 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, G. West Saltonstall, Lisa Jones, Robert Whelan and Matthew Witkos are the Voting Trustees. The Voting Common Stock is not registered under Section 12 of the Securities Exchange Act. ( 2 )Adjusted to include dividend reinvestment as follows: 11/17/06 - 3,645 shares at $31.2455; 2/14/07 - 3,184 shares at $35.9098; 5/14/07 - 3,015 shares at $38.0733, 8/15/2007 2,815 shares at $40.90. ( 3 )Shares credited under the company's Stock Option Income Deferral Plan. ( 4 )A Voting Trust Receipt represents a share of Voting Common Stock. ( 5 )Granted on 11/1/2003 these options vest 100% on 11/3/2007 ( 6 )Granted 11/1/1999 these options vest 20% per year beginning 11/1/2000. ( 7 )Granted on 11/1/2000 these options vest 21% on 11/2/2001, 11/1/2002, 11/1/2003, 11/1/2005 and 16% on 11/1/2004 ( 8 )Granted on 11/1/2001 these options vest 20.5% on 11/1/2002, 11/1/2003, 11/1/2004, 11/1/2006 and 18% on 11/1/2005 ( 9 )Granted on 11/1/2002 these options vest 20.5% on 11/1/2003, 11/1/2004, 11/1/2005, 11/1/2007 and 18% on 11/1/2006 ( 10 )Granted on 11/1/2003 these options vest 20.5% on 11/3/2004, 11/3/2005, 11/3/2006, 11/3/2008 and 18% on 11/3/2007 ( 11 )Granted on November 1, 2004 these options vest over a 5 year period at 20% per year. ( 12 )Granted on November 1, 2005 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%. ( 13 )Granted on November 1, 2006 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

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