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 25, 2003
                                                          -----------------



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


                                  Page 1 of 10

                       INFORMATION INCLUDED IN THE REPORT


ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
ITEM 12.  RESULTS  OF  OPERATIONS  AND  FINANCIAL
CONDITION

     Registrant  has  reported  its results of  operations  for the three months
ended October 31, 2003, as described in Registrant's news release dated November
25,  2003, a copy of which is filed  herewith as Exhibit  99.1 and  incorporated
herein by reference.

     This  information  is being  filed  pursuant  to Item 5.  Other  Events and
Required  FD  Disclosure  and is  being  provided  under  Item  12.  Results  of
Operations and Financial Condition.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  Exhibits.

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

     99.1           Press  release  issued by the  Registrant dated November 25,
                    2003.


                                  Page 2 of 10

                                   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: November 25, 2003         /s/ William M. Steul
      --------------------      ------------------------------------------------
                                William M. Steul, Chief Financial Officer


                                  Page 3 of 10

                                  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 25, 2003.


                                  Page 4 of 10

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

                                                    November 25, 2003

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

                                EATON VANCE CORP.
                REPORT FOR THE THREE MONTHS AND FISCAL YEAR ENDED
                                OCTOBER 31, 2003

BOSTON,  MA--Eaton  Vance Corp.  earned  $0.41 per  diluted  share in the fourth
quarter of fiscal  2003,  an increase  of 21 percent  over the $0.34 per diluted
share earned in the fourth  quarter of fiscal  2002.  In fiscal 2003 the Company
earned  $1.51 per diluted  share  compared to $1.70 per diluted  share in fiscal
2002.

Assets under  management  on October 31, 2003 were $75.0  billion,  a 35 percent
increase  over the $55.6  billion of managed  assets on October  31,  2002.  The
acquisition of Parametric Portfolio Associates (PPA) on September 10, 2003 added
$5.3 billion of assets.  Excluding  the assets  acquired  with PPA,  total gross
inflows  into Eaton  Vance funds and  separate  accounts  were $16.8  billion in
fiscal 2003,  an increase of 29 percent from the $13.0  billion of gross inflows
in fiscal 2002 and the highest  annual  gross  inflows in Company  history.  Net
inflows (gross inflows less  redemptions and  withdrawals)  were $8.3 billion in
fiscal 2003  compared to $4.9 billion in fiscal 2002, an increase of 69 percent.
Tables 1, 2 and 3 (attached)  summarize  assets under management and asset flows
by investment objective.

Eaton Vance  raised a record $5.0  billion in  closed-end  fund assets in fiscal
2003.  In  the  fourth   quarter,   the  Company   introduced  the  Eaton  Vance
Tax-Advantaged  Dividend Income Fund, a closed-end fund that raised $1.3 billion
in late  September.  When the  over-allotment  option on common  shares  and the
planned  issuance of preferred  shares are  completed in early fiscal 2004,  the
fund  is  expected  to  have  assets  of  about  $2.1  billion  and   contribute
approximately  $9.5 million in revenue annually.  Earnings in the fourth quarter
of 2003 were  reduced by the  payment of $2.4  million of sales  incentives  and
other marketing expenses incurred in connection with the successful  offering of
the  fund.  Earnings  in fiscal  2003  were  reduced  by $8.5  million  of sales
incentives and other expenses  associated with the $5.0 billion in 11 closed-end
fund offerings.

"Eaton Vance had its best asset growth year ever in fiscal  2003," said James B.
Hawkes, Chairman and CEO. "Total assets under management increased 35 percent to
$75.0  billion.  The  Company  was a  leader  among  asset  management  firms in
closed-end fund sales with $5.0 billion of assets raised in fiscal 2003.  Equity
fund assets increased 26 percent, fixed income fund assets increased 34 percent,
bank loan fund  assets  increased  24 percent  and  separately  managed  account
assets,  including  those managed by PPA,  increased 70 percent.  The new assets
added in fiscal 2003 should  result in  meaningful  revenue and profit growth in
fiscal 2004."

                                     5 of 10



Revenue  in the fourth  quarter of fiscal  2003  increased  $19.6  million or 16
percent to $143.4 million from the fourth quarter a year ago.  Revenue in fiscal
year 2003 was  essentially  even with  fiscal  2002 at  $523.1  million.  Fourth
quarter 2003  investment  adviser and  administration  fees increased 25 percent
over fourth quarter 2002 consistent with the 26 percent growth in average assets
under management.  Fiscal 2003 investment adviser and administration fee revenue
increased 6 percent in line with the 6 percent  increase in average assets under
management  for the full year.  Fiscal 2003  distribution  and  underwriter  fee
revenue declined 9 percent  primarily  because of the continuing shift in mutual
fund sales and assets  from  Class B to other  fund share  classes  and to other
managed assets with low or no distribution  fees.  Service fee revenue increased
12  percent  in the fourth  quarter  of fiscal  2003 over the fourth  quarter of
fiscal 2002  because of an increase  in fund assets that pay service  fees.  For
fiscal 2003, service fee revenue declined 4 percent due to the full-year decline
in average fund assets that pay service fees. Other income increased 131 percent
primarily  because  of  reimbursement  payments  for  certain  fund  shareholder
services now performed by the Company and investment  income from a consolidated
investment company in which Eaton Vance is the majority shareholder.

Operating  expenses  increased $20.9 million or 6 percent in fiscal 2003 because
of higher compensation, marketing, distribution and other expenses. Compensation
expense increased 22 percent in the fourth quarter and 10 percent in fiscal 2003
due to higher marketing  incentive payments associated with the increase in fund
and separate  account  sales,  and  increases in the number of  employees,  base
salaries and performance bonuses.

Amortization  of deferred sales  commissions  increased 2 percent in fiscal 2003
due primarily to deferred sales commissions added in fiscal 2002 and adjustments
made to better  align  amortization  expense  with  projected  distribution  fee
revenue.  Service fee expense  increased 15 percent in the fourth  quarter and 1
percent in fiscal 2003 because of the growth in fund assets  retained  more than
one year.  Distribution expense increased 31 percent in the fourth quarter and 9
percent in fiscal 2003  primarily  because of  distribution  expenses on the new
closed-end  funds,  the  increase in  sales-related  marketing  expenses and the
increase in commissions paid on certain Class A sales.  (Note that  distribution
expense now includes certain  distribution costs previously  included in service
fee expense and other expenses.)  Other expenses  increased 13 percent in fiscal
2003  because  of  non-recurring  expenses  related  to the 11  closed-end  fund
offerings,  higher on-going fund expenses,  increased  travel  expenses,  higher
information  technology  costs, and higher audit and consulting fees.  Operating
income in the  fourth  quarter  of fiscal  2003  increased  19  percent to $45.3
million from $38.1  million in the fourth  quarter of fiscal  2002.  Fiscal year
2003 operating income declined 11 percent to $163.1 million.

Net income in the fourth  quarter of fiscal 2003  increased  20 percent to $28.7
million  compared to $23.8 million in the fourth quarter of fiscal 2002.  Fiscal
year 2003 net income declined 12 percent to $106.1  million.  Interest income in
fiscal 2003  declined to $4.8  million  from $9.0  million  last year because of
lower  interest  rates and the  inclusion  in  fiscal  2002 of $2.1  million  of
interest received from the settlement of a fiscal 1993-1995 Massachusetts income
tax dispute. Interest expense declined by $1.3 million in fiscal 2003 because of
a reduction  in the  Company's  long-term  debt in the fourth  quarter of fiscal
2002.   Fiscal  2002  interest  expense  included  $2.1  million  of  previously
capitalized  debt offering  costs  associated  with the repurchase in the fourth
quarter  of  $87.0  million  of  a  subsidiary's   30-year   zero-coupon  senior
exchangeable notes. Fiscal 2003 interest expense included a $2.8 million accrual
of an additional 2.5 percent per annum of cash interest  payable  through August
13, 2004 on the  subsidiary's  outstanding  exchangeable  notes.  The  Company's
effective tax rate was 35 percent in both fiscal 2003 and fiscal 2002.

Cash, cash equivalents and short-term investments were $242.8 million on October
31, 2003 and $188.0 million on October 31, 2002. The Company's  strong cash flow
in fiscal 2003 allowed it to pay $71.0 million of federal and state income taxes

                                  Page 6 of 10


($54.8 million of current and $16.2 million of deferred taxes), $70.0 million in
sales  commissions,  $44.9 million to repurchase and retire  1,417,300 shares of
its non-voting  common stock,  $28.0 million to acquire 80 percent of Parametric
Portfolio  Associates,  $24.8 million to pay dividends to its  shareholders  and
$7.1 million to reduce its  long-term  debt.  Approximately  3.9 million  shares
remain of the current stock repurchase authorization.

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

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.

                                  Page 7 of 10



                                                       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,      %
                                                    2003            2002        Change         2003         2002        Change
                                                 -----------     -----------    ------      -----------  -----------    ------
                                                                                                         
Revenue:
     Investment adviser and administration fees   $ 83,648        $ 66,898       25.0%      $ 296,344    $ 280,794         5.5%
     Distribution and underwriter fees              38,074          37,939        0.4         146,907      162,071        (9.4)
     Service fees                                   20,147          18,024       11.8          74,605       77,833        (4.1)
     Other income                                    1,550             957       62.0           5,277        2,287       130.7
                                                  ----------      ----------    -------     -----------  -----------    --------
     Total revenue                                 143,419         123,818       15.8         523,133      522,985         0.0
                                                  ----------      ----------    -------     -----------  -----------    --------
Expenses:
     Compensation of officers and employees         34,173          27,996       22.1         115,429      105,331         9.6
     Amortization of deferred sales commissions     21,024          20,925        0.5          85,192       83,690         1.8
     Service fee expense                            17,438          15,181       14.9          64,285       63,852         0.7
     Distribution expense                           16,356          12,452       31.4          54,790       50,398         8.7
     Other expenses                                  9,160           9,191       (0.3)         40,293       35,791        12.6
                                                  ----------      ----------    -------     -----------  -----------    --------
     Total expenses                                 98,151          85,745       14.5         359,989      339,062         6.2
                                                  ----------      ----------    -------     -----------  -----------    --------
Operating Income                                    45,268          38,073       18.9         163,144      183,923       (11.3)

Other Income/(Expense):
     Interest income                                   659           2,068      (68.1)          4,848        9,019       (46.2)
     Interest expense                               (1,427)         (3,584)     (60.2)         (5,761)      (7,098)      (18.8)
     Gain on investments                                43              68      (36.8)          2,346        1,344        74.6
     Foreign currency gain (loss)                      (24)              8        n/a              18            8       125.0
     Equity in net income of affiliates                314             163       92.6             263          389       (32.4)
                                                  ----------      ----------    -------     -----------  -----------    --------
Income Before Minority Interest and Income Taxes    44,833          36,796       21.8         164,858      187,585       (12.1)

Minority Interest in Income                           (722)           (107)     574.8          (1,593)      (1,344)       18.5
                                                  ----------      ----------    -------     -----------  -----------    --------
Income Before Income Taxes                          44,111          36,689       20.2         163,265      186,241       (12.3)

Income Taxes                                        15,438          12,841       20.2          57,142       65,184       (12.3)
                                                  ----------      ----------    -------     -----------  -----------    --------
Net Income                                        $ 28,673        $ 23,848       20.2       $ 106,123    $ 121,057       (12.3)
                                                  ==========      ==========    =======     ===========  ===========    ========
Earnings Per Share:
     Basic                                        $   0.42        $   0.35       20.0       $    1.54    $    1.75       (12.0)
                                                  ==========      ==========    =======     ===========  ===========    ========
     Diluted                                      $   0.41        $   0.34       20.6       $    1.51    $    1.70       (11.2)
                                                  ==========      ==========    =======     ===========  ===========    ========
Dividends Declared, Per Share                     $ 0.1200        $ 0.0800       50.0       $  0.4000    $  0.2975        34.5
                                                  ==========      ==========    =======     ===========  ===========    ========
Weighted Average Shares Outstanding:
     Basic                                          68,493          68,943       (0.7)         68,916       69,151        (0.3)
                                                  ==========      ==========    =======     ===========  ===========    ========
     Diluted                                        70,446          70,343        0.1          70,375       71,412        (1.5)
                                                  ==========      ==========    =======     ===========  ===========    ========


                                  Page 8 of 10



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

                                                               October 31,  October 31,
                                                                  2003         2002
                                                               -----------  -----------
                                                                       
ASSETS

Current Assets:
  Cash and cash equivalents                                     $ 138,328    $ 144,078
  Short-term investments                                          104,484       43,886
  Investment adviser fees and other receivables                    25,922       19,502
  Other current assets                                              3,583        6,101
                                                                -----------  -----------
      Total current assets                                        272,317      213,567
                                                                -----------  -----------
Other Assets:
  Deferred sales commissions                                      199,322      239,048
  Goodwill                                                         88,879       69,467
  Other intangible assets, net                                     46,193       37,296
  Long-term investments                                            36,490       39,982
  Equipment and leasehold improvements, net                        12,411       13,897
  Other assets                                                      3,090        3,362
                                                                -----------  -----------
      Total other assets                                          386,385      403,052
                                                                -----------  -----------
Total assets                                                    $ 658,702    $ 616,619
                                                                ===========  ===========
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
  Accrued compensation                                          $  35,339    $  31,899
  Accounts payable and accrued expenses                            23,822       16,324
  Dividend payable                                                  8,189        5,522
  Current portion of long-term debt                                 7,143        7,143
  Other current liabilities                                         8,302        7,382
                                                                -----------  -----------
      Total current liabilities                                    82,795       68,270
                                                                -----------  -----------
Long-term Liabilities:
  Long-term debt                                                  118,736      124,118
  Deferred income taxes                                            33,203       50,531
                                                                -----------  -----------
      Total long-term liabilities                                 151,939      174,649
                                                                -----------  -----------
      Total liabilities                                           234,734      242,919
                                                                -----------  -----------
Minority interest                                                   7,691        1,398
                                                                -----------  -----------
Commitments and contingencies                                           -            -

Shareholders' Equity:
   Common stock, par value $0.0078125 per share:
      Authorized, 640,000 shares
      Issued, 154,880 shares                                            1            1
   Non-voting common stock, par value $0.0078125 per share:
      Authorized, 95,360,000 shares
      Issued, 68,250,464 and 69,102,459 shares, respectively          533          540
   Notes receivable from stock option exercises                    (2,995)      (3,530)
   Deferred compensation                                           (1,000)      (2,100)
   Accumulated other comprehensive income                           1,245        2,585
   Retained earnings                                              418,493      374,806
                                                                -----------  -----------
      Total shareholders' equity                                  416,277      372,302
                                                                -----------  -----------
Total liabilities and shareholders' equity                      $ 658,702    $ 616,619
                                                                ===========  ===========


                                  Page 9 of 10


                                     Table 1
                            Asset Flows (in millions)
                      Twelve Months Ended October 31, 2003


Assets 10/31/2002 - Beginning of Period                         $ 55,611
  Long-term fund sales and inflows                                13,749
  Long-term fund redemptions and outflows                         (6,481)
  Long-term fund net exchanges                                       (84)
  Long-term fund mkt. value change                                 4,459
  Long-term fund assets acquired                                     660
  Institutional and HNW account inflows                            2,075
  Institutional and HNW account outflows                          (1,674)
  Institutional and HNW assets acquired with acquisition(1)        2,772
  Retail managed account inflows                                     929
  Retail managed account outflows                                   (337)
  Retail managed account assets acquired with acquisition(1)       1,850
  Separate account mkt. value change                               1,980
  Change in money market funds                                      (465)
                                                                ----------
  Net change                                                      19,433
                                                                ----------
Assets 10/31/2003 - End of Period                               $ 75,044
                                                                ==========




                                     Table 2
                             Assets Under Management
                      By Investment Objective (in millions)

                                --------------------------------------
                                October 31,    October 31,      %
                                   2003            2002       Change
                                --------------------------------------
Equity Funds                    $ 28,854        $ 22,910        26%
Fixed Income Funds                17,801          13,302        34%
Bank Loan Funds                    9,547           7,687        24%
Money Market Funds                   445             910       -51%
Separate Accounts                 18,397          10,802        70%
                                --------------------------------------
Total                           $ 75,044        $ 55,611        35%
                                ======================================





                                                          Table 3
                                   Asset Flows by Investment Objective (in millions)

                                                             Three Months Ended           Twelve Months Ended
                                                      -------------------------------  ----------------------------
                                                        October 31,     October 31,     October 31,   October 31,
                                                           2003           2002             2003           2002
                                                      -------------------------------  ----------------------------
                                                                                            
Equity Fund Assets - Beginning of Period                $ 25,407       $ 23,684         $ 22,910        $ 25,277
  Sales and inflows                                        2,073            627           4,189            4,400
  Redemptions and outflows                                  (885)          (729)         (2,778)          (3,055)
  Exchanges                                                   61            (84)              3             (226)
  Market value change                                      1,538           (588)          3,870           (3,486)
  Assets acquired with acquisition(1)                        660              -             660                -
  Net change                                               3,447           (774)          5,944           (2,367)
                                                      -------------------------------  ----------------------------
Equity Fund Assets - End of Period                      $ 28,854       $ 22,910         $ 28,854        $ 22,910
                                                      -------------------------------  ----------------------------
Fixed Income Fund Assets - Beginning of Period            17,580         10,573          13,302           10,165
  Sales and inflows                                          667          3,268           6,382            4,955
  Redemptions and outflows                                  (681)          (447)         (2,176)          (1,521)
  Exchanges                                                 (144)           112             (84)             390
  Market value change                                        379           (204)            377             (687)
                                                      -------------------------------  ----------------------------
  Net change                                                 221          2,729           4,499            3,137
                                                      -------------------------------  ----------------------------
Fixed Income Fund Assets - End of Period                $ 17,801       $ 13,302         $ 17,801        $ 13,302
                                                      -------------------------------  ----------------------------

Bank Loan Fund Assets - Beginning of Period                8,419          8,415           7,687            9,582
  Sales and inflows                                        1,333            174           3,178              966
  Redemptions and outflows                                  (310)          (666)         (1,527)          (2,323)
  Exchanges                                                   75            (93)             (3)            (272)
  Market value change                                         30           (143)            212             (266)
                                                      -------------------------------  ----------------------------
  Net change                                               1,128           (728)          1,860           (1,895)
                                                      -------------------------------  ----------------------------
Bank Loan Fund Assets - End of Period                   $  9,547        $ 7,687         $ 9,547          $ 7,687
                                                      -------------------------------  ----------------------------

Long-Term Fund Assets - Beginning of Period               51,406         42,672          43,899           45,024
  Sales and inflows                                        4,073          4,069          13,749           10,321
  Redemptions and outflows                                (1,876)        (1,842)         (6,481)          (6,899)
  Exchanges                                                   (8)           (65)            (84)            (108)
  Market value change                                      1,947           (935)          4,459           (4,439)
  Assets acquired with acquisition(1)                        660              -             660                -
                                                      -------------------------------  ----------------------------
  Net change                                               4,796          1,227          12,303           (1,125)
                                                      -------------------------------  ----------------------------
Total Long-Term Fund Assets - End of Period             $ 56,202       $ 43,899         $ 56,202        $ 43,899
                                                      -------------------------------  ----------------------------

Separate Accounts - Beginning of Period                   12,492         10,601          10,802           10,468
  Institutional and HNW account inflows                      695            533           2,075            1,980
  Institutional and HNW account outflows                    (505)          (167)         (1,674)          (1,106)
  Institutional and HNW assets acquired with
   acquisition(1)                                          2,772              -           2,772                -
  Retail managed account inflows                             338            170             929              713
  Retail managed account outflows                           (142)           (42)           (337)            (104)
  Retail managed account assets acquired with
   acquisition(1)                                          1,850              -           1,850                -
  Separate accounts market value change                      897           (293)          1,980           (1,149)
                                                      -------------------------------  ----------------------------
  Net change                                               5,905            201           7,595              334
                                                      -------------------------------  ----------------------------
Separate accounts - End of Period                       $ 18,397       $ 10,802         $ 18,397        $ 10,802
                                                      -------------------------------  ----------------------------
Money market fund assets - End of Period                     445            910             445              910
                                                      -------------------------------  ----------------------------
Total Assets Under Management - End of Period           $ 75,044       $ 55,611         $ 75,044        $ 55,611
                                                      ===============================  ============================


(1)  Parametric  Portfolio  Associates  acquired by Eaton Vance on September 10,
     2003

                                  Page 10 of 10