Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  RICHARDSON DUNCAN W
2. Date of Event Requiring Statement (Month/Day/Year)
01/11/2006
3. Issuer Name and Ticker or Trading Symbol
EATON VANCE CORP [EV]
(Last)
(First)
(Middle)
THE EATON VANCE BUILDING, 255 STATE STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
5. If Amendment, Date Original Filed(Month/Day/Year)
01/26/2006
(Street)

BOSTON, MA 021092617
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Eaton Vance Corp. Non-voting Common Stock 364,110
D
 
Eaton Vance Corp. Non-voting Common Stock 15,492
I
By Voting Trust (1)
Voting Trust Receipt (2) 15,492
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) (3)   (4) 11/02/2006 Eaton Vance Corp. Non-voting Common Stock 100,000 $ 5.73 D  
Option (right to buy) (3)   (5) 11/01/2009 Eaton Vance Corp. Non-voting Common Stock 72,000 $ 8.59 D  
Option (right to buy) (3)   (6) 11/01/2010 Eaton Vance Corp. Non-voting Common Stock 200,000 $ 12.27 D  
Option (right to buy) (3)   (7) 11/01/2011 Eaton Vance Corp. Non-voting Common Stock 250,000 $ 14.34 D  
Option (right to buy) (3)   (8) 11/01/2012 Eaton Vance Corp. Non-voting Common Stock 282,600 $ 14.55 D  
Option (right to buy) (3)   (9) 11/03/2013 Eaton Vance Corp. Non-voting Common Stock 273,000 $ 17.51 D  
Option (right to buy) (3)   (10) 11/01/2014 Eaton Vance Corp. Non-voting Common Stock 259,600 $ 21.96 D  
Option (right to buy) (3)   (11) 11/01/2015 Eaton Vance Corp. Non-voting Common Stock 210,500 $ 24.87 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RICHARDSON DUNCAN W
THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MA 021092617
      Executive Vice President  

Signatures

By: Katie McManus, Attorney in Fact 01/26/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) All shares of the Voting Stock of Eaton Vance Corp. are deposited and held of record in a Voting Trust of which Mssrs. James B. Hawkes, Thomas E. Faust, Jr., Alan R. Dynner, William M. Steul, Wharton P. Whitaker, Thomas J. Fetter, Duncan W. Richardson, Jeffrey P. Beale, Scott H. Page, Payson F. Swaffield and Michael W. Weilheimer are the voting Trustees. The Voting Common Stock is not registered under Section 12 of the Securities Exchange Act.
(2) A Voting Trust Receipt represents a share of Voting Common Stock.
(3) Granted under the 1998 Stock Option Plan, which is a 16b-3 plan.
(4) Granted on November 2, 1998, these options vest over a 4 year period at 25% per year.
(5) Granted on November 1, 1999, these options vest over a 5 year period at 20% per year.
(6) Granted on November 1, 2000, these options vest over a 5 year period at 20% per year.
(7) Granted on November 1, 2001, these options vest over a 5 year period at 20% per year.
(8) Granted on November 1, 2002, these options vest over a 5 year period at 20% per year.
(9) Granted on November 3, 2003, these options vest over a 5 year period at 20% per year.
(10) Granted on November 1, 2004 these options vest over a 5 year period at 20% per year.
(11) Granted on November 1, 2005 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

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