Sec Form 4 Filing - Whelan Robert J @ EATON VANCE CORP - 2012-03-15

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 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 Whelan Robert J 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) Chief Financial Officer (Last) (First) (Middle) TWO INTERNATIONAL PLACE, EATON VANCE 3. Date of Earliest Transaction (MM/DD/YY) 03/15/2012 (Street) BOSTON, MA02110 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. Non-voting Common Stock 11/01/2011 A V 527 ( 1 ) A $ 23.661 62,140 D Voting Trust Receipt 03/15/2012 J 18,623 ( 2 ) D $ 0 0 D Eaton Vance Corp. Common Stock (Voting) 03/15/2012 S 18,623 ( 3 ) D $ 3.99 0 I By Voting Trust

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) $ 45.22 ( 4 ) 07/11/2017 Eaton Vance Corp. Non-voting Common Stock 14,143 14,143 D Option (right to buy) $ 48.39 ( 5 ) 11/01/2017 Eaton Vance Corp. Non-voting Common Stock 15,700 15,700 D Option (right to buy) $ 29.39 ( 6 ) 11/01/2020 Eaton Vance Corp. Non-voting Common Stock 25,400 25,400 D Option (right to buy) $ 25.06 ( 7 ) 11/01/2021 Eaton Vance Corp. Non-voting Common Stock 36,020 36,020 D Option (right to buy) $ 28.17 ( 8 ) 11/02/2019 Eaton Vance Corp. Non-voting Common Stock 28,120 28,120 D Option (right to buy) $ 21.99 ( 9 ) 11/03/2018 Eaton Vance Corp. Non-voting Common Stock 32,700 32,700 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Whelan Robert J TWO INTERNATIONAL PLACE EATON VANCE BOSTON, MA02110 Chief Financial Officer Signatures Victoria Crane, Attorney-in-fact 03/16/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were acquired under the 1986 Employee Stock Purchase Plan, which is a 16b-3 plan. ( 2 )A Voting Trust Receipt represents a share of Voting Common Stock. ( 3 )All shares of the Voting Stock of Eaton Vance Corp. are deposited and held of record in a Voting Trust of which Thomas E. Faust, Duncan R. Richardson, Jeffrey P. Beale, David C. McCabe, Payson F. Swaffield, Laurie G. Hylton, Matthew J. Witkos, Frederick S. Marius, Maureen Gemma, Cynthia J. Clemson, Michael R. Mach, Thomas M. Metzold, Scott H. Page, Judith R. Saryan, Michael W. Weilheimer, Walter A. Row, Mark S. Venezia, David A. Stein, Brian D. Langstraat, and Daniel C. Cataldo are the Voting Trustees. The Voting Common Stock is not registered under Section 12 of the Securities Exchange Act. ( 4 )Granted on July 11, 2007 these options vest over a 5 year period starting in 2008 in increments of 10%, 15%, 20%, 25%, and 30% ( 5 )Granted on November 1, 2007 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%. ( 6 )These options were granted on November 1, 2010 and vest over a 5 year period in increments of 10%,15%,20%,25% and 30%. ( 7 )Granted on November 1, 2011 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, an 30%. ( 8 )Granted on November 2, 2009, these options vest over a 5 year period in increments of 10%, 15%, 20,%, 25% and 30%. ( 9 )Granted on November 3, 2008 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

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