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): December 15, 2004
                                                         -----------------


                                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
                                                           --------------



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))

                                  Page 1 of 5

                       INFORMATION INCLUDED IN THE REPORT


ITEM 8.01      OTHER EVENTS.
---------      -------------

               Registrant  has approved a 2-for-1 stock split as of December 15,
2004, as described in Registrant's  news release dated December 15, 2004, a copy
of which is filed herewith as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01       FINANCIAL STATEMENTS AND EXHIBITS.
---------       ----------------------------------

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

                99.1            Press  Release  issued by the  Registrant dated
                                December 15, 2004.

                                  Page 2 of 5

                                   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:    December 15, 2004      /s/ William M. Steul
                                --------------------------------------------
                                William M. Steul, Chief Financial Officer

                                  Page 3 of 5

                                  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 December 15, 2004.

                                  Page 4 of 5

                                                                    EXHIBIT 99.1

--------------------------------------------------
NEWS RELEASE
--------------------------------------------------
               Eaton Vance Corp.
               The Eaton Vance Building
{LOGO}         255 State Street, Boston, MA  02109
               (617) 482-8260
               Contact: William M. Steul
--------------------------------------------------


                                                           FOR IMMEDIATE RELEASE
                                                           ---------------------


                                December 15, 2004

                 EATON VANCE CORP. ANNOUNCES 2-FOR-1 STOCK SPLIT

BOSTON,  MA--The  Board of Directors of Eaton Vance Corp.  today  recommended  a
2-for-1  stock  split,  which was approved by the voting  shareholders  of Eaton
Vance  Corp.  Shareholders  of record on  December  31,  2004 will  receive  one
additional share for each share owned. The additional shares will be distributed
to shareholders on or about January 14, 2005.

"This is the fourth 2-for-1 stock split since 1997 and the seventh 2-for-1 stock
split in Company history," said James B. Hawkes,  Chairman, CEO and President of
Eaton Vance Corp. "We are pleased that the strong performance of our Company and
its stock have enabled us to achieve this record."

Eaton Vance Corp., a Boston-based  investment  management firm, is traded on the
New York Stock Exchange under the symbol EV.

                                  Page 5 of 5