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): February 21, 2008

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 ended January 31, 2008, as described in Registrant’s news release dated February 21, 2008, a copy of which is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Exhibit No.		Document
99.1		Press release issued by the Registrant dated February 21, 2008.

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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.

				EATON VANCE CORP.
				(Registrant)
Date:		February 21, 2008		/s/ Robert J. Whelan
				Robert J. Whelan, Chief Financial Officer

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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 February 21, 2008.

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Exhibit 99.1

February 21, 2008

FOR IMMEDIATE RELEASE

EATON VANCE CORP. REPORT FOR THE THREE MONTHS ENDED JANUARY 31, 2008

Boston, MA (NYSE: EV) - Eaton Vance reported earnings per diluted share of $0.46 in the first quarter of fiscal 2008 compared to earnings per diluted share of $0.02 in the first quarter of fiscal 2007. First quarter fiscal 2007 earnings were reduced approximately $0.34 per diluted share by closed-end fund related expenses. Net inflows in the first quarter of fiscal 2008 of $3.6 billion compare to net inflows in the first quarter of fiscal 2007 of $6.0 billion, or $3.2 billion excluding closed-end fund flows, and net flows in the fourth quarter of fiscal 2007 of $2.2 billion. Gross inflows of $11.7 billion in the first quarter of fiscal 2008 were the highest of any quarter in the Company’s history excluding closed-end fund flows. Assets under management on January 31, 2008 were $152.9 billion, a decrease of $8.8 billion, or 5 percent, from October 31, 2007 as net inflows in the quarter were more than offset by net price declines on managed assets of $12.3 billion in a difficult investment environment.

“Eaton Vance achieved solid financial performance and impressive net sales in the first quarter against a backdrop of market turmoil,” said Thomas E. Faust Jr., Chairman and Chief Executive Officer. “I’m pleased that the outstanding performance results delivered by our investment teams and the strength of our distribution organization enabled us to maintain positive momentum even as market events directly impacted some of our most important investment areas. Our results speak to the diversity and resilience of our business franchise.”

In the twelve months ending January 31, 2008, the Company’s assets under management increased $17.4 billion, or 13 percent, from the $135.5 billion in managed assets at the end of the first quarter of fiscal 2007. Over the past twelve months, the Company had long-term fund and separate account net inflows of $20.5 billion, a net increase in cash management fund assets of $0.4 billion and net price declines on managed assets of $3.5 billion. Gross sales and other

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inflows into long-term funds and separate accounts during the twelve months ended January 31, 2008 were $46.7 billion.

First Quarter Highlights

In the first quarter of fiscal 2008, net flows into open-end equity funds increased to $3.0 billion from $0.8 billion in the first quarter of fiscal 2007. Floating-rate bank loan funds and fixed income funds experienced net outflows of $1.2 billion and $1.3 billion, respectively, in the first quarter of fiscal 2008. Retail managed account net inflows increased to $1.1 billion in the first quarter from $0.6 billion in the same period last year, reflecting strong net sales of Parametric Portfolio Associates’ overlay and tax-efficient core equity products and Eaton Vance Management’s large-cap value product. Institutional and high-net-worth separate account net inflows were $0.6 billion in the first quarter of fiscal 2008 compared to net outflows of $0.6 billion in the first quarter of fiscal 2007, primarily reflecting strong inflows for Parametric Portfolio Associates. Tables 1-4 on page 6 summarize the Company’s assets under management and asset flows by investment category.

As a result of higher average assets under management, revenue in the first quarter of fiscal 2008 increased $46.6 million, or 19 percent, to $289.8 million compared to revenue in the first quarter of fiscal 2007 of $243.2 million. Investment advisory and administration fees increased 24 percent to $210.7 million, reflecting a 20 percent increase in average assets under management. Distribution and underwriter fees increased 3 percent and service fee revenue increased 13 percent due to the increase in average fund assets that pay these fees.

Operating expenses in the first quarter of fiscal 2008 decreased 21 percent to $190.6 million compared to operating expenses of $241.2 million in the first quarter of fiscal 2007, largely due to one-time distribution expenses in the first quarter of fiscal 2007. These expenses consisted of structuring fee payments of $17.1 million and sales-based compensation of $4.7 million incurred in connection with $2.8 billion of closed-end fund sales during the first quarter of fiscal 2007 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 5 percent due to increases in employee headcount, base salaries and higher bonus accruals. Distribution expense decreased 67 percent in the first quarter of fiscal 2008, reflecting the closed-end fund structuring fee and compensation agreement termination payments in the first quarter of fiscal 2007 described in the previous paragraph. Excluding these payments, distribution expense increased approximately 10 percent in the first quarter of fiscal 2008 due to increases in sales support and Class C distribution fees. Service fee expense increased 19 percent, in line with the increase in assets subject to service fees. Fund expenses increased 54 percent due to growth in fund assets for which the Company employs a subadvisor. Other expenses increased 23 percent, primarily due to increases in information technology, facilities, and legal and consulting expenses.

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

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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

Interest income in the first quarter of fiscal 2008 increased $2.1 million from the first quarter of fiscal 2007 due to an increase in average cash and short-term investment balances. Interest expense in the first quarter of fiscal 2008 increased $8.4 million from the first quarter of fiscal 2007 due to the debt offering completed in the fourth quarter of fiscal 2007. 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 and 38.4 percent in the first quarter of fiscal 2008 and fiscal 2007, respectively. Net income in the first quarter of fiscal 2008 was $57.9 million compared to $2.6 million in the first quarter of fiscal 2007.

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Cash and cash equivalents and short-term investments decreased to $346.5 million on January 31, 2008 from $485.1 million on October 31, 2007. The Company’s strong operating cash flows in the last twelve months and the proceeds from the debt offering completed in the fourth quarter of fiscal 2007 enabled it to fund $565.2 million in share repurchases and $62.9 million in dividends to shareholders over the period. There were no outstanding borrowings against the Company’s $200.0 million credit facility on January 31, 2008.

During the first three months of fiscal 2008, the Company repurchased and retired 3.4 million shares of its non-voting common stock at an average price of $44.23 per share under its repurchase authorization. Approximately 3.8 million shares remain of the current 8.0 million share authorization.

On February 14, 2008, the Company posted a commentary on recent developments in the closed-end fund auction preferred securities (“APS”) market on the closed-end fund section of the Company’s website http://www.eatonvance.com/closed_end/index.php.

“We are closely monitoring developments in the APS market and are engaged in discussions with other market leaders to develop solutions to restore liquidity to holders of APS as quickly as possible,” said Thomas E. Faust Jr., Chairman and Chief Executive Officer.

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.

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 figures)
				Three Months Ended
				January 31,		January 31,		%
				2008		2007		Change
Revenue:
Investment advisory and administration fees		$ 210,686				$ 169,397		24 %
Distribution and underwriter fees				37,039		35,912		3
Service fees				40,803		36,012		13
Other revenue				1,268		1,855		(32)
Total revenue				289,796		243,176		19
Expenses:
Compensation of officers and employees				81,927		77,982		5
Distribution expense				32,176		98,653		(67)
Service fee expense				33,457		28,075		19
Amortization of deferred sales commissions				13,424		13,419		0
Fund expenses				6,516		4,219		54
Other expenses				23,129		18,831		23
Total expenses				190,629		241,179		(21)
Operating Income				99,167		1,997		NM
Other Income/(Expense):
Interest income				4,380		2,277		92
Interest expense				(8,414)		(27)		NM
Gains on investments				353		708		(50)
Unrealized losses on investments				(821)		-		NM
Foreign currency losses				(20)		(72)		(72)
Income Before Income Taxes, Minority Interest and
Equity in Net Income of Affiliates				94,645		4,883		NM
Income Taxes				(37,023)		(1,873)		NM
Minority Interest				(1,362)		(1,456)		(6)
Equity in Net Income of Affiliates, Net of Tax				1,668		1,005		66
Net Income		$ 57,928				$ 2,559		NM
Earnings Per Share:
Basic		$ 0.50				$ 0.02		NM
Diluted		$ 0.46				$ 0.02		NM
Dividends Declared, Per Share		$ 0.15				$ 0.12		25
Weighted Average Shares Outstanding:
Basic				116,337		126,255		(8)
Diluted				127,132		134,339		(5)

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Eaton Vance Corp.
Balance Sheet
(in thousands, except per share figures)
		January 31,		October 31,		January 31,
		2008		2007		2007
ASSETS
Current Assets:
Cash and cash equivalents		$ 294,975		$ 434,957		$ 132,535
Short-term investments		51,510		50,183		18,477
Investment advisory fees and other receivables		113,297		116,979		103,851
Other current assets		6,493		8,033		8,610
Total current assets		466,275		610,152		263,473
Other Assets:
Deferred sales commissions		92,586		99,670		110,415
Goodwill		103,003		103,003		96,837
Other intangible assets, net		35,311		35,988		33,908
Long-term investments		84,218		86,111		77,411
Deferred income taxes		18,862		-		-
Equipment and leasehold improvements, net		25,646		26,247		21,640
Other assets		5,489		5,660		549
Total other assets		365,115		356,679		340,760
Total assets		$ 831,390		$ 966,831		$ 604,233
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accrued compensation		$ 36,929		$ 106,167		$ 29,454
Accounts payable and accrued expenses		54,877		66,955		30,876
Dividend payable		17,357		17,780		15,169
Taxes payable		46,380		21,107		5,884
Deferred income taxes		18,848		-		-
Other current liabilities		5,339		5,690		5,819
Total current liabilities		179,730		217,699		87,202
Long-Term Liabilities:
Long-term debt		500,000		500,000		-
Taxes payable		906		-		-
Deferred income taxes		-		11,740		21,290
Total long-term liabilities		500,906		511,740		21,290
Total liabilities		680,636		729,439		108,492
Minority interest		7,894		8,224		9,958
Commitments and contingencies		-		-		-
Shareholders' Equity:
Voting common stock, par value $0.00390625 per share:
Authorized, 1,280,000 shares
Issued, 371,386, 371,386 and 309,760 shares, respectively		1		1		1
Non-voting common stock, par value $0.00390625 per share:
Authorized, 190,720,000 shares
Issued, 115,276,753, 117,798,378 and 126,069,085 shares, respectively		450		460		492
Notes receivable from stock option exercises		(3,861)		(2,342)		(2,667)
Accumulated other comprehensive income		787		3,193		5,762
Retained earnings		145,483		227,856		482,195
Total shareholders' equity		142,860		229,168		485,783
Total liabilities and shareholders' equity		$ 831,390		$ 966,831		$ 604,233

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¹ Managed Risk Advisors, LLC acquired by Eaton Vance subsidiary, Parametric Portfolio Associates LLC, in May 2007.

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