Sec Form 5 Filing - STEUL WILLIAM M @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person STEUL WILLIAM M 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) 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) 37,116 I By Voting Trust ( 1 ) Eaton Vance Corp. Non-voting Common Stock 494,745 D Eaton Vance Corp. Non-voting Common Stock 86,941 I Stock Option Income Deferral ( 2 ) ( 3 ) Voting Trust Receipt ( 4 ) 37,116 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) (In str. 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) $ 8.59 ( 6 ) 11/01/2009 Eaton Vance Corp. Non-voting Common Stock 60,000 60,000 D Option (right to buy) $ 12.27 ( 7 ) 11/01/2010 Eaton Vance Corp. Non-voting Common Stock 51,848 51,848 D Option (right to buy) $ 14.34 ( 8 ) 11/01/2011 Eaton Vance Corp. Non-voting Common Stock 62,426 62,426 D Option (right to buy) $ 14.55 ( 9 ) 11/01/2012 Eaton Vance Corp. Non-voting Common Stock 71,528 71,528 D Option (right to buy) $ 17.51 ( 10 ) 11/01/2013 Eaton Vance Corp. Non-voting Common Stock 74,890 74,890 D Option (right to buy) $ 21.96 ( 11 ) 11/01/2014 Eaton Vance Corp. Non-voting Common Stock 68,400 68,400 D Option (right to buy) $ 24.87 ( 12 ) 11/01/2015 Eaton Vance Corp. Non-voting Common Stock 58,200 58,200 D Option (right to buy) $ 30.11 ( 13 ) 11/01/2016 Eaton Vance Corp. Non-voting Common Stock 55,200 55,200 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STEUL WILLIAM M THE EATON VANCE BUILDING 255 STATE STREET BOSTON, MA021092617 Chief Financial Officer 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 )Shares credited under the company's Stock Option Income Deferral Plan. ( 3 )Adjusted to include dividend reinvestment as follows: 11/17/06 - 330 shares at $31.2455; 2/14/07 - 288 shares at $35.9098; 4/14/07 - 272 shares at $38.0733, 8/15/2007 255 shares at $4 0.90. ( 4 )A Voting Trust Receipt represents a share of Voting Common Stock. ( 5 )Granted on 11/3/2003 this options vests 100% on 11/3/2007. ( 6 )Granted on November 1, 1999, these options vest over a 5 year period at 20% per year. ( 7 )Granted on 11/1/2000 this options vests 23% per year on 11/1/2001, 11/1/2002, 11/1/2003, 11/1/2005 and 8% on 11/1/2004. ( 8 )Granted on 11/1/2001 this option vests 22% on 11/1/2002, 11/1/2003, 11/1/2004, 11/1/2005 and 12% on 11/1/2005 ( 9 )Granted on 11/1/2002 this option vests 22% on 11/1/2003, 11/1/2004, 11/1/2005, 11/1/2007 and 12% on 11/1/2006. ( 10 )Granted on 11/3/2003 this option vests 22% on 11/3/2004, 11/3/2005, 11/3/2006, 11/3/2008 and 12% 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%.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.