UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): November 20, 2007

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act      (17 CFR 240.14d -2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act      (17 CFR 240.13e -4(c))

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INFORMATION INCLUDED IN THE REPORT

Item 9.01. Financial Statements and Exhibits

Registrant has reported its results of operations for the three months and fiscal year ended October 31, 2007, as described in Registrant’s news release dated November 20, 2007, a copy of which is filed herewith as Exhibit 99.1 and incorporated herein by reference.

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SIGNATURES

     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.

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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 November 20, 2007.

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Exhibit 99.1

November 20, 2007

FOR IMMEDIATE RELEASE

EATON VANCE CORP. REPORT FOR THE THREE MONTHS AND FISCAL YEAR ENDED OCTOBER 31, 2007

Boston, MA—Eaton Vance reported earnings per diluted share of $0.47 in the fourth quarter of fiscal 2007 compared to earnings per diluted share of $0.29 in the fourth quarter of fiscal 2006, an increase of 62 percent. Earnings for the quarter were reduced by approximately $0.05 per diluted share due to costs associated with the previously announced reorganization of Eaton Vance Distributors, Inc. and a loss realized on an interest rate lock entered into in connection with the Company’s issuance of ten year senior notes in September. Fourth quarter fiscal 2006 earnings were reduced by $0.06 per diluted share by expenses associated with the early retirement of long-term debt in August 2006.

For the fiscal year, the Company earned $1.06 per diluted share compared to $1.17 per diluted share in fiscal 2006. In addition to the fourth quarter costs mentioned above, fiscal 2007 earnings were reduced by approximately $0.65 per diluted share by closed-end fund related expenses incurred earlier in the fiscal year. These expenses consisted of structuring fee payments of $76.0 million and sales-based compensation of $14.8 million incurred in connection with $10.0 billion of new closed-end fund sales during the year and one-time payments of $52.2 million made to terminate the Company’s compensation agreements with Merrill Lynch and AG Edwards related to certain closed-end funds offered in prior years.

Assets under management increased 25 percent, or $32.8 billion, to $161.7 billion at October 31, 2007 from $128.9 billion at October 31, 2006. The growth in assets under management in fiscal 2007 reflects record long-term fund and separate account net inflows of $22.9 billion and market price appreciation of $11.9 billion. Gross sales and other inflows into long-term funds and separate accounts were a record $46.4 billion.

“Eaton Vance achieved another year of outstanding results in fiscal 2007,” said Thomas E. Faust Jr., Chairman and Chief Executive Officer. “Gross and net inflows and assets under management all set new highs. Annual revenues exceeded $1 billion for the first time in Company history. Long-term investment performance across a broad range of asset classes continued to be excellent. The Company’s strong operating cash flows combined with proceeds

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of the recent debt offering allowed us to repurchase our stock aggressively and to increase our quarterly dividend by 25 percent. By all measures, it was an exceptional year.”

Fourth Quarter Highlights

Net inflows in the fourth quarter of fiscal 2007 of $2.2 billion were five percent greater than net inflows of $2.1 billion in the fourth quarter of fiscal 2006. Open-end fund net inflows decreased 78 percent to $0.4 billion from $1.8 billion, reflecting a slowdown in income fund sales and an increase in income fund redemptions as a result of recent turmoil in the credit markets. Private fund net inflows of $0.3 billion resulted from the positive net sales of both the Company’s institutional bank loan fund and its privately offered equity funds for high-net-worth investors. Retail managed account net inflows increased to $0.8 billion from $0.6 billion in the same period last year. Institutional and high-net-worth net inflows of $0.6 billion in the fourth quarter of fiscal 2007 resulted primarily from strong inflows for affiliate Parametric Portfolio Advisors. Tables 1-4 on page 7 summarize the Company’s assets under management and asset flows by investment category.

Revenue in the fourth quarter of fiscal 2007 increased $66.5 million, or 29 percent, to $293.8 million compared to revenue in the fourth quarter of fiscal 2006 of $227.3 million. Investment advisory and administration fees increased 35 percent to $212.9 million, reflecting both a 26 percent increase in average assets under management and an increase in the Company’s average effective investment management fee rate. Distribution and underwriter fees increased 9 percent and service fee revenue increased 20 percent, due to the increase in fund assets that pay these fees.

Operating expenses in the fourth quarter of fiscal 2007 increased 21 percent to $188.0 million compared to operating expenses of $154.9 million in the fourth quarter of fiscal 2006. Compensation expense increased 28 percent due to increases in employee headcount, base salaries, stock-based compensation expense and higher bonus accruals. Compensation expense in the fourth quarter of fiscal 2007 includes $3.9 million in severance costs (approximately $0.02 per diluted share) associated with the management reorganization of Eaton Vance Distributors, Inc. announced in October.

Amortization of deferred sales commissions increased 10 percent in the fourth quarter of fiscal 2007 compared to the fourth quarter of fiscal 2006, as growth in Class C share fund sales and assets more than offset the continuing decline in Class B share fund sales and assets. Service fee expense increased 24 percent, in line with the increase in assets subject to service fees. Distribution expense increased 5 percent as a result of increases in sales support expenses and distribution fees on Class C fund shares. Fund expenses increased 23 percent due to growth in fund assets for which the Company employs a subadvisor. Other expenses increased 31 percent primarily due to increases in information technology, travel, facilities, and consulting expenses.

Operating income increased 46 percent to $105.8 million in the fourth quarter of fiscal 2007 from $72.4 million in the fourth quarter of fiscal 2006.

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In evaluating operating performance, the Company considers operating income and net income, which are calculated on a basis consistent with accounting principles generally accepted in the United States of America (“GAAP”), as well as adjusted operating income, a non-GAAP performance measure. Adjusted operating income is defined as operating income plus closed-end fund structuring fees and one-time payments, stock-based compensation and the write-off of any intangible assets associated with the Company’s acquisitions. The Company believes that adjusted operating income is a key indicator of the Company’s ongoing profitability and therefore uses this measure as the basis for calculating performance-based management incentives. Adjusted operating income is not, and should not be construed to be, a substitute for operating income computed in accordance with GAAP. However, in assessing the performance of the business, Management and the Board of Directors look at adjusted operating income as a measure of underlying performance, since amounts resulting from one-time events (e.g., the offering of a closed-end fund) do not necessarily represent normal results of operations. In addition, when assessing performance, Management and the Board look at performance both with and without stock-based compensation.

The following table provides a reconciliation of operating income to adjusted operating income:

Reconciliation of Operating Income to Adjusted Operating Income

		For the Three Months						For the Twelve Months
		Ended						Ended
		October 31,						October 31,
						%						%
(in thousands)		2007		2006		Change		2007		2006		Change
Operating income		$105,790		$72,385		46%		$232,937		$264,966		-12%
Closed-end fund
structuring		-		867		nm		75,998		1,610		nm
fees
Payments to terminate
closed-
		-		-				52,178		-
end fund compensation						-						nm
agreements
Write-off of intangible		-		-		-		-		8,876		nm
assets
Stock-based		9,915		7,544		31%		43,304		36,313		19%
compensation
Adjusted operating income		$115,705		$80,796		43%		$404,417		$311,765		30%

Interest income in the fourth quarter of fiscal 2007 increased 67 percent from the fourth quarter of fiscal 2006 due to an increase in average cash and short-term investment balances. Cash and short-term investment balances on October 31, 2007 reflect the proceeds of the Company’s $500.0 million September debt offering. Interest expense in the fourth quarter of fiscal 2007 decreased 76 percent from the fourth quarter of fiscal 2006 due to the extinguishment of the

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Company’s Liquid Yield Option Notes in August 2006. The Company had net losses on investments in the fourth quarter of fiscal 2007 compared to net gains in the fourth quarter of fiscal 2006, reflecting a $6.7 million loss realized on an interest-rate lock entered into in connection with the Company’s September 2007 debt offering. The Company’s effective tax rate, calculated as a percentage of income before minority interest and equity in net income of affiliates, was 39.7 percent and 39.3 percent in the fourth quarter of fiscal 2007 and 2006, respectively. Net income in the fourth quarter of fiscal 2007 increased 59 percent to $61.4 million compared to $38.5 million in the fourth quarter of fiscal 2006.

Annual Highlights

Fiscal 2007 revenue increased by 26 percent, or $221.9 million, to $1.084 billion compared to fiscal 2006 revenue of $862.2 million. Investment advisory and administration fees increased 30 percent to $773.6 million, reflecting a 24 percent increase in average assets under management and an increase in the Company’s average effective management fee rate. Distribution and underwriter fees increased 7 percent and service fee revenue increased 25 percent, due to an increase in fund assets that pay these fees.

Operating expenses in fiscal 2007 increased 43 percent to $851.2 million from $597.2 million in fiscal 2006, reflecting structuring fee payments and sales-based incentives of $76.0 million and $14.8 million, respectively, associated with fiscal 2007 closed-end fund issuances and one-time payments of $52.2 million made to terminate the Company’s compensation agreements with Merrill Lynch and AG Edwards related to certain closed-end funds offered in prior years. Compensation expense increased 30 percent due to higher sales-based incentive payments and increases in employee headcount, base salaries, stock-based compensation expense and higher bonus accruals. Compensation expense in fiscal 2007 also includes $3.9 million in severance costs associated with the management reorganization of Eaton Vance Distributors, Inc. as described above.

Amortization of deferred sales commissions increased 6 percent in fiscal 2007 compared to fiscal 2006, as growth in Class C share fund sales and assets more than offset the continuing decline in Class B share fund sales and assets. Service fee expense increased 24 percent, in line with the increase in assets that are subject to service fees. Distribution expense increased 122 percent as a result of $76.0 million in one-time structuring fees related to closed-end fund offerings in fiscal 2007, $52.2 million in payments made to terminate certain closed-end fund compensation agreements and increases in sales support expenses and distribution fees on Class C fund shares. Fund expenses increased 20 percent related to increases in asset-based sub-advisory fees and other fund-related expenses paid by the Company. Other expenses increased 17 percent primarily due to increases in information technology, facilities, travel and consulting expenses.

Operating income decreased 12 percent to $232.9 million in fiscal 2007 from $265.0 million in fiscal 2006.

Interest income increased 31 percent due to higher interest earned on cash and short-term investments. Interest expense decreased 77 percent due to the extinguishment of the Company’s Liquid Yield Option Notes in August 2006. The Company had net losses on investments in fiscal 2007 compared to net gains in fiscal 2006, reflecting a $6.7 million loss realized on an

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interest rate lock entered into in connection with the Company’s September 2007 debt offering. The Company’s effective tax rate, calculated as a percentage of income before minority interest and equity in net income of affiliates, was 39.1 percent in fiscal 2007 and 38.9 percent in of fiscal 2006. Net income decreased 10 percent to $142.8 million in fiscal 2007 from $159.4 million in fiscal 2006.

Cash, cash equivalents and short-term investments increased to $485.1 million on October 31, 2007 from $227.4 million on October 31, 2006, reflecting the proceeds of the debt offering completed in September 2007. During fiscal 2007, the Company’s strong operating cash flows and the debt offering proceeds enabled it to fund $442.3 million in share repurchases and $60.3 million in dividends to shareholders, in addition to $128.2 million of closed-end fund structuring fees and compensation agreement buyouts. There were no outstanding borrowings against the Company’s $200.0 million credit facility on October 31, 2007.

During fiscal 2007, the Company repurchased and retired 10.8 million shares of its non-voting common stock at an average price of $40.85 per share under its repurchase authorizations. Approximately 7.2 million shares remain of the current 8.0 million share authorization.

Eaton Vance Corp., a Boston-based investment management firm, is traded on the New York Stock Exchange under the symbol EV. Through its subsidiaries, Eaton Vance Corp. manages funds and separate accounts for individual and institutional clients. As of October 31, 2007, the Company had $161.7 billion of assets under management.

This news release contains statements that are not historical facts, referred to as “forward- looking statements.” The Company’s actual future results may differ significantly from those stated in any forward-looking statements, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and repurchases of fund shares, the continuation of investment advisory, administration, distribution and service contracts, and other risks discussed from time to time in the Company’s filings with the Securities and Exchange Commission.

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Eaton Vance Corp. Summary of Results of Operations (in thousands, except per share amounts)

		Three Months Ended								Twelve Months Ended
		October 31,		October 31,		%				October 31,		October 31,		%
		2007		2006		Change				2007		2006		Change
Revenue:
Investment advisory and administration fees		$ 212,886		$ 157,456		35		%		$ 773,612		$ 594,632		30 %
Distribution and underwriter fees		37,666		34,603		9				148,369		139,111		7
Service fees		40,616		33,916		20				154,736		124,025		25
Other revenue		2,640		1,308		102				7,383		4,426		67
Total revenue		293,808		227,283		29				1,084,100		862,194		26
Expenses:
Compensation of officers and employees		79,958		62,694		28				316,963		244,620		30
Amortization of deferred sales commissions		14,158		12,880		10				55,060		52,048		6
Service fee expense		32,951		26,486		24				121,748		98,262		24
Distribution expense		32,019		30,453		5				253,344		114,052		122
Fund expenses		5,810		4,715		23				19,974		16,589		20
Other expenses		23,122		17,670		31				84,074		71,657		17
Total expenses		188,018		154,898		21				851,163		597,228		43
Operating Income		105,790		72,385		46				232,937		264,966		(12)
Other Income/(Expense):
Interest income		3,509		2,095		67				10,511		8,033		31
Interest expense		(2,752)		(11,470)		(76)				(2,894)		(12,850)		(77)
Gains/losses on investments		(4,722)		78		NM				(1,943)		3,667		(153)
Foreign currency losses		(34)		(40)		(15)				(262)		(222)		18
Impairment loss on investments		-		-		-				-		(592)		NM
Income Before Income Taxes, Minority Interest,
Equity in Net Income of Affiliates and Cumulative
Effect of Change in Accounting Principle		101,791		63,048		61				238,349		263,002		(9)
Income Taxes		(40,360)		(24,794)		63				(93,200)		(102,245)		(9)
Minority Interest		(1,942)		(1,273)		53				(6,258)		(5,103)		23
Equity in Net Income of Affiliates, Net of Tax		1,894		1,546		23				3,920		4,349		(10)
Net Income Before Cumulative Effect of Change in
Accounting Principle		61,383		38,527		59				142,811		160,003		(11)
Cumulative Effect of Change in Accounting Principle,
Net of Tax		-		-		NM				-		(626)		NM
Net Income		$ 61,383		$ 38,527		59				$ 142,811		$ 159,377		(10)
Earnings Per Share Before Cumulative Effect of
Change in Accounting Principle:
Basic		$ 0.51		$ 0.30		70				$ 1.15		$ 1.25		(8)
Diluted		$ 0.47		$ 0.29		62				$ 1.06		$ 1.18		(10)
Earnings Per Share:
Basic		$ 0.51		$ 0.30		70				$ 1.15		$ 1.25		(8)
Diluted		$ 0.47		$ 0.29		62				$ 1.06		$ 1.17		(9)
Dividends Declared, Per Share		$ 0.15		$ 0.12		25				$ 0.51		$ 0.42		21
Weighted Average Shares Outstanding:
Basic		121,347		126,434		(4)				124,527		127,807		(3)
Diluted		131,709		133,427		(1)				135,252		137,004		(1)

                                                                                        Page 10 of 12

Eaton Vance Corp. Balance Sheet (in thousands, except per share figures)

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Table 1						Table 2
Asset Flows (in millions)						Assets Under Management
Twelve Months Ended October 31, 2007						By Investment Category (in millions)
								October 31,		October 31,		%
Assets 10/31/2006 - Beginning of Period		$ 128,907						2007		2006		Change
Long-term fund sales and inflows				35,846		Equity Funds		$ 75,519		$ 53,221		42%
Long-term fund redemptions and outflows				(16,680)		Fixed Income Funds		24,632		21,482		15%
Long-term fund net exchanges				(174)		Bank Loan Funds		20,381		19,982		2%
Long-term fund mkt. value change				6,855		Cash Management Funds		1,586		3,728		-57%
Institutional and HNW account inflows				4,410		Separate Accounts		39,553		30,494		30%
Institutional and HNW account outflows				(4,411)		Total		$ 161,671		$ 128,907		25%
Institutional and HNW assets acquired 1				270
Retail managed account inflows				6,160
Retail managed account outflows				(2,414)
Separate account mkt. value change				5,044
Change in cash management funds				(2,142)
Net change				32,764
Assets 10/31/2007 - End of Period		$ 161,671

Table 3                                     Asset Flows by Investment Category (in millions)

		Three Months Ended				Twelve Months Ended
		October 31,		October 31,		October 31,		October 31,
		2007		2006		2007		2006
Equity Fund Assets - Beginning of Period		$ 69,705		$ 49,636		$ 53,221		$ 45,146
Sales/Inflows		3,033		2,092		21,700		7,901
Redemptions/Outflows		(1,793)		(1,330)		(6,932)		(5,422)
Exchanges		4		8		3		2
Market Value Change		4,570		2,815		7,527		5,594
Net Change		5,814		3,585		22,298		8,075
Equity Fund Assets - End of Period		$ 75,519		$ 53,221		$ 75,519		$ 53,221
Fixed Income Fund Assets - Beginning of Period		24,449		19,872		21,482		18,213
Sales/Inflows		1,423		1,752		7,516		5,077
Redemptions/Outflows		(1,090)		(587)		(3,517)		(2,199)
Exchanges		2		29		(41)		22
Market Value Change		(152)		416		(808)		369
Net Change		183		1,610		3,150		3,269
Fixed Income Fund Assets - End of Period		$ 24,632		$ 21,482		$ 24,632		$ 21,482
Bank Loan Fund Assets - Beginning of Period		21,006		19,511		19,982		16,816
Sales/Inflows		963		1,422		6,630		6,968
Redemptions/Outflows		(1,660)		(1,083)		(6,231)		(4,178)
Exchanges		(32)		(35)		(136)		(77)
Market Value Change		104		167		136		453
Net Change		(625)		471		399		3,166
Bank Loan Fund Assets - End of Period		$ 20,381		$ 19,982		$ 20,381		$ 19,982
Long-Term Fund Assets - Beginning of Period		115,160		89,019		94,685		80,175
Sales/Inflows		5,419		5,266		35,846		19,946
Redemptions/Outflows		(4,543)		(3,000)		(16,680)		(11,799)
Exchanges		(26)		2		(174)		(53)
Market Value Change		4,522		3,398		6,855		6,416
Net Change		5,372		5,666		25,847		14,510
Total Long-Term Fund Assets - End of Period		$ 120,532		$ 94,685		$ 120,532		$ 94,685
Separate Accounts - Beginning of Period		35,565		28,899		30,494		27,650
Institutional/HNW Account Inflows		1,301		590		4,410		2,320
Institutional/HNW Account Outflows		(734)		(1,394)		(4,411)		(4,440)
Institutional and HNW Assets Acquired 1,2		-		-		270		449
Retail Managed Account Inflows		1,525		1,030		6,160		3,556
Retail Managed Account Outflows		(738)		(386)		(2,414)		(2,155)
Separate accounts market value change		2,634		1,755		5,044		3,114
Net Change		3,988		1,595		9,059		2,844
Separate accounts - End of Period		$ 39,553		$ 30,494		$ 39,553		$ 30,494
Cash management fund assets - End of Period		1,586		3,728		1,586		3,728
Total Assets Under Management - End of Period		$ 161,671		$ 128,907		$ 161,671		$ 128,907

Table 4                Long-Term Fund and Separate Account Net Flows (in millions)

		Three Months Ended						Twelve Months Ended
		October 31,		October 31,				October 31,		October 31,
		2007		2006				2007		2006
Long-term funds:
Open-end and other funds		$ 426		$ 1,773				$ 7,604		$ 5,575
Closed-end funds		131				53		10,031		323
Private funds		319				439		1,531		2,249
Institutional/HNW accounts		567				(804)		(1)		(2,120)
Retail managed accounts		787				644		3,746		1,401
Total net flows		$ 2,230		$ 2,105				$ 22,911		$ 7,428

1	Managed Risk Advisors, LLC acquired by Eaton Vance subsidiary, Parametric Portfolio Associates LLC, in May 2007.
2	Voyageur Asset Management acquired by Eaton Vance in December 2005.

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