WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): June 5, 2003

                                EATON VANCE CORP.
             (Exact name of registrant as specified in its charter)

         Maryland                          1-8100                 04-2718215
----------------------------      ------------------------   -------------------
(State or other jurisdiction      (Commission File Number)     (IRS Employer
of incorporation)                                            Identification No.)

255 State Street, Boston, Massachusetts                                  02109
---------------------------------------                               ----------
(Address of principal executive offices)                              (Zip Code)

        Registrant's telephone number, including area code: (617)482-8260

                                  Page 1 of 6



          Registrant  has entered into a definitive  agreement to acquire 80% of
the equity of Parametric  Portfolio Associates as described in Registrant's news
release  dated June 5, 2003,  a copy of which is filed  herewith as Exhibit 99.1
and incorporated herein by reference.


          (c)  Exhibits

          Exhibit No.           Document
          -----------           --------

          99.1                  Press release issued by the Registrant dated
                                June 5, 2003

                                  Page 2 of 6


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                EATON VANCE CORP.

Date: June 5, 2003              /s/ William M. Steul
      ------------              ---------------------------------------------
                                William M. Steul, Chief Financial Officer

                                   Page 3 of 6

                                  EXHIBIT INDEX

     Each exhibit is listed in this index according to the number assigned to it
in the exhibit  table set forth in Item 601 of  Regulation  S-K.  The  following
exhibit is filed as part of this report:

Exhibit No.             Description
-----------             -----------

99.1                    Copy of registrant's news release dated June 5, 2003.

                                  Page 4 of 6

                                                                    Exhibit 99.1

        The Eaton Vance Building
        255 State Street, Boston, MA  02109
        (617) 598-8036
        Contact: Meg Pier

                                                           FOR IMMEDIATE RELEASE



BOSTON,  MA, JUNE 5,  2003--Eaton  Vance Corp.  (EV), a Boston-based  investment
management firm with $62 billion in assets under management, today announced the
signing  of a  definitive  agreement  to  acquire  80  percent  of the  stock of
Parametric Portfolio Associates.

Parametric is a leading investment management firm based in Seattle, Washington,
with $4.7 billion in assets under management.  The company's primary business is
managing  separate  accounts for high  net-worth  investors,  using  proprietary
systems to customize client portfolios, control risk, and minimize taxes.

"This is an important  strategic  acquisition  for Eaton Vance.  It enhances and
diversifies   our  leadership   position  in  tax-managed   investing,   and  it
significantly  increases our presence and potential in the market for separately
managed  accounts," said James B. Hawkes,  Chairman and CEO of Eaton Vance Corp.
"We believe that  Parametric's  reputation as a leader in  customized  portfolio
technology,  its strong  investment  performance  record,  and its key  business
relationships, when combined with Eaton Vance's powerful distribution system and
other  resources,  create a unique  potential  for  growth.  With an emphasis on
managing  portfolios  for  after-tax  returns,  Parametric  shares Eaton Vance's
commitment to serving the distinct investment needs of taxpayers ."

The acquisition  agreement  provides that Eaton Vance will acquire 80 percent of
Parametric's  stock for $28 million in cash.  Shareholders  of the  remaining 20
percent,  consisting of Parametric's current investors and key executives,  will
have annual  rights  beginning in 2006 to sell their shares to Eaton Vance,  and
Eaton Vance will also have  certain  rights to  purchase  such  shares,  over an
eight-year  period at prices  based on a multiple of  Parametric's  prior year's
earnings before interest and taxes.  Eaton Vance does not expect the transaction
to result in dilution  of its  earnings  per share for its  current  fiscal year
ending  October 31,  2003,  and expects the  transaction  to add to earnings per
share  in  future  years.  The  Board of  Directors  of Eaton  Vance  Corp.  and
Parametric's   shareholders  have  approved  the  acquisition   agreement.   The
transaction is expected to close in August.

Parametric  offers two  principal  products:  actively-managed  core  investment
portfolios  which seek to outperform,  on an after-tax  basis,  client-specified
benchmarks (ATIndex(TM)),  and overlay portfolio management for multi-manager or
multi-style accounts  (Integrated  Separate Account Management - ISAM(TM)).  Its
clients  include family offices,  high net worth  investors,  leading  financial

                                  Page 5 of 6

intermediaries,   and  some  of  the   nation's   largest   financial   services
organizations. Parametric's proprietary investment technology that manages risk,
tax, and other variables is highly scalable,  allowing  separate  accounts to be
managed and  customized on a mass basis  through  financial  intermediaries  for
single manager or multi-manager/style  offerings.  Parametric  participates in a
variety of traditional managed account programs and has been selected to provide
its ISAM services to a number of prominent managed account  sponsors,  including
SEI, Morgan Keegan, and Lockwood.

Parametric  was  founded  in 1987 and is led by Chief  Executive  Officer  Brian
Langstraat  and  Chief  Investment  Officer  David M.  Stein.  The firm is owned
through a holding  company  whose  shareholders  include  Orca Bay  Partners,  a
Seattle-based  private equity firm, and by  Parametric's  senior  management and
other  key  employees.  Following  the  acquisition,  Parametric  will  become a
subsidiary of Eaton Vance and will operate as a distinct and autonomous business
unit headquartered in Seattle. All members of Parametric's  management team will
continue in their current  capacities and sign long-term  employment  contracts,
and all employees will become shareholders of Eaton Vance.

"We are excited  about  combining our  capabilities  with those of Eaton Vance,"
said Brian Langstraat.  "Our shared focus on taxpaying  investors and separately
managed  accounts will lead to further  innovation  and  opportunities  for both
firms. In addition,  Eaton Vance's  resources and its commitment to maintain the
operational  autonomy of  Parametric  make this  affiliation  attractive  to our
clients and employees, both present and future."

Mr. Hawkes noted, "The separately managed account industry is growing as private
investors demand  customized  financial  planning and investment tools. A recent
Money Management  Institute/Financial  Research Corporation report projects that
broker/dealer managed account programs, which totaled approximately 2.04 million
accounts and $398 billion in assets at year-end  2002,  will grow to 5.3 million
accounts and $930 billion in assets by 2006. In this  environment,  Parametric's
proprietary systems and value-added products are a strategic complement to Eaton
Vance's overall business, both in terms of its focus on taxpaying high-net-worth
clients and its  participation in the rapidly growing managed account  business.
This transaction builds on Eaton Vance's already strong commitment to offering a
comprehensive managed account capability."

In 2001, Eaton Vance acquired majority  interests in Atlanta Capital  Management
Company,  LLC and Fox Asset  Management  LLC,  both of which have a focus on the
separately managed account business. Atlanta Capital has particular expertise in
the management of large-cap growth equities,  fixed-income assets, and small-cap
equity products.  Fox has expertise in traditional  value investing,  as well as
fixed-income  and  balanced  portfolios.  Eaton Vance also  provides an array of
investment  products for the separate account market. In total,  Eaton Vance and
its affiliates have more than $11.0 billion in institutional, high-net-worth and
retail managed accounts and participate in over 40 broker/dealer managed account

UBS Warburg acted as financial  advisor to Eaton Vance in  connection  with this
transaction.  Berkshire  Capital  Corporation  acted  as  financial  advisor  to
Parametric.  Eaton  Vance is traded  on the New York  Stock  Exchange  under the
symbol EV.

This news release contains statements that are not historical facts, referred to
as "forward looking  statements." Eaton Vance's actual future results may differ
significantly  from those stated in any forward  looking  statements,  depending
upon  factors  discussed  in Eaton  Vance's  Annual  Report or Form 10-K for the
fiscal year ended  October 31,  2002,  and its  Quarterly  Reports on Form 10-Q,
including market and other economic conditions.

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