PROSPECTUS SUPPLEMENT NO. 12
                      TO PROSPECTUS DATED FEBRUARY 8, 2002
                                AS SUPPLEMENTED:
                                FEBRUARY 10, 2005




                                     {LOGO}




                                EATON VANCE CORP.
                             NON-VOTING COMMON STOCK


     This  Prospectus  Supplement No. 12  supplements  and amends the Prospectus
dated February 8, 2002 of Eaton Vance Corp., as supplemented (the "Prospectus"),
relating to the resale of shares of our non-voting common stock deliverable upon
exchange  of  Liquid  Yield  Option(TM)  Notes due 2031  issued  by Eaton  Vance
Management by certain holders of LYONs(TM) who are named as selling stockholders
in this Prospectus Supplement and the Prospectus.

     You  should  read  this  Prospectus  Supplement  in  conjunction  with  the
Prospectus.  This Prospectus  Supplement updates  information in the Prospectus,
and, accordingly, to the extent inconsistent, the information in this Prospectus
Supplement supersedes the information contained in the Prospectus.

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

     INVESTING IN THE NOTES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE
4 OF THE PROSPECTUS.

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


     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.


          The date of this Prospectus Supplement is February 10, 2005.


(TM) Trademark of Merrill Lynch & Co., Inc.

     The table of selling  stockholders  contained in the  Prospectus  is hereby
amended  and  restated  as  set  forth  below  to  add an  entity  as a  selling
stockholder.  The table below sets forth,  as of February 10, 2005,  information
regarding  the  beneficial  ownership of our  non-voting  common stock that each
selling  stockholder  may offer  pursuant  to the  Prospectus.  The  information
contained in the table,  which gives effect to the change  described  above,  is
based  solely on  information  provided by or on behalf of selling  stockholders
through February 10, 2005.  Information about other selling stockholders will be
set forth in future prospectus supplements, if required.


                                                         SELLING STOCKHOLDERS

                                                                    SHARES OF
                                                                   NON-VOTING                                PERCENTAGE OF
                                                                  COMMON STOCK            SHARES OF            NON-VOTING
                                                                  BENEFICIALLY        NON-VOTING COMMON       COMMON STOCK
                                                                 OWNED PRIOR TO       STOCK THAT MAY BE       OUTSTANDING
SELLING STOCKHOLDER (1)                                           OFFERING (2)        OFFERED HEREBY (3)          (4)
------------------------------------------------------------    ------------------    -------------------    ---------------
                                                                                                          
White River Securities L.L.C.                                              31,245                 31,245           *
Bear Stearns & Co. Inc.                                                    31,245                 31,245           *
Julius Baer Multibond Convertbond                                          14,366                 14,366           *
R2 Investments, LDC                                                       143,657                143,657           *
KBC Financial Products USA Inc.                                            21,549                 21,549           *
KBC Financial Products (Cayman Islands)                                   639,273                639,273           *
JMG Triton Offshore Fund, Ltd                                              20,830                 20,830           *
UFJ Investments Asia Ltd                                                  143,657                143,657           *
MLQA Convertible Securities Arbitrage Ltd.                                287,314                287,314           *
Deutsche Banc Alex Brown Inc.                                             560,262                560,262           *
First Union International Capital Markets Inc.                            143,657                143,657           *
Gaia Offshore Master Fund Ltd.                                            124,263                124,263           *
Lyxor Master Fund                                                          19,394                 19,394           *
Merrill Lynch, Pierce, Fenner & Smith, Inc. (5)                            99,842                 99,842           *
UBS AG LON F/B/O PB                                                        71,829                 71,829           *
CALAMOS(R) Convertible Growth and Income
     Fund - CALAMOS(R) Investment Trust                                      35,914                 35,914           *
State of Florida, Office of the Treasurer                                  35,914                 35,914           *
TD Securities (USA) Inc.                                                  254,272                254,272           *
Dodeca Fund, L.P.                                                          28,731                 28,731           *
Akela Capital Master Fund, LLC                                             43,097                 43,097           *
Amaranth L.L.C.                                                           439,365                435,065           *
Sunrise Partners Limited Partnership                                       28,849                 21,549           *
Susquehanna Capital Group                                                 179,571                179,571           *
Topanga XI                                                                  5,746                  5,746           *

(footnotes on following page)

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                                                                    SHARES OF
                                                                   NON-VOTING                                PERCENTAGE OF
                                                                  COMMON STOCK            SHARES OF            NON-VOTING
                                                                  BENEFICIALLY        NON-VOTING COMMON       COMMON STOCK
                                                                 OWNED PRIOR TO       STOCK THAT MAY BE       OUTSTANDING
SELLING STOCKHOLDER (1)                                           OFFERING (2)        OFFERED HEREBY (3)          (4)
------------------------------------------------------------    ------------------    -------------------    ---------------
Citigroup Global Markets Ltd.                                             610,542                610,542           *
Canadian Imperial Holdings Inc.                                           143,657                143,657           *
Banc of America Securities LLC                                              5,746                  5,746           *
Citigroup Global Markets Inc.                                             126,418                126,418           *
SultonBrook Capital Portfolio, LP                                         610,542                610,542           *
CSS, LLC                                                                   43,097                 43,097           *

TOTAL (6)                                                                                      2,583,671          3.6%


----------
*Less than one percent (1%)


(1)  The  non-voting  common stock share figures  reported in this table for the
     various selling stockholders are based on information supplied to us, as of
     February 10, 2005,  by the  respective  selling  stockholders  named in the
     table.  As of that date,  these selling  stockholders  had supplied us with
     information  indicating  that,  collectively,  they  owned  more  than  the
     $110,945,000  aggregate  principal  amount at maturity  of LYONs  currently
     outstanding  (which amount would be exchangeable  into a maximum  1,593,803
     shares of non-voting common stock). This reflects,  we believe, that one or
     more selling stockholders supplied us with information for inclusion in the
     table and then  subsequently  (i)  exercised  their right to require EVM to
     repurchase  their LYONs,  in whole or in part, for cash on August 13, 2002,
     pursuant to the terms of the  Indenture  governing  the LYONs;  and/or (ii)
     sold their LYONs in transactions exempt from the registration  requirements
     of the Securities Act of 1933, as amended,  to persons who also supplied us
     information  with respect to the shares  deliverable  upon  exchange of the
     same LYONs.

(2)  The number of shares of non-voting  common stock  deliverable upon exchange
     of the LYONs are subject to change under certain circumstances described in
     the  Indenture  governing the LYONs.  As a result,  the number of shares of
     non-voting common stock deliverable upon exchange of the LYONs may increase
     or decrease at any time.

(3)  Assumes  that  the  full  amount  of LYONs  reported  as held by a  selling
     stockholder  is  exchanged  for  shares of  non-voting  common  stock at an
     exchange  rate of  14.3657  shares of  non-voting  common  stock per $1,000
     principal  amount at maturity of LYONs,  and that all shares  received upon
     exchange are offered hereunder by that selling stockholder.  Since exchange
     of the LYONs for shares of non-voting  common stock is conditioned upon the
     occurrence of specified  events,  and since Eaton Vance  Management has the
     right to pay cash in lieu of delivering  shares of non-voting  common stock
     upon exchange,  there can be no assurance that any selling stockholder will
     be able to exchange its LYONs, or that it will receive shares of non-voting
     common stock upon any such exchange.

(4)  Calculated  based  on  Rule  13d-3(d)(1)(i)  of  the  Exchange  Act,  using
     66,635,780  shares of non-voting common stock outstanding as of October 31,
     2004. In calculating this amount for each holder, we treated as outstanding
     the number of shares of non-voting  common stock  deliverable upon exchange
     of all of that holder's LYONs,  but we did not assume exchange of any other
     holder's LYONs.

(5)  Merrill Lynch, Pierce,  Fenner & Smith, Inc. ("Merrill Lynch") is not aware
     of any position,  office, or directorship  relationship with the company or
     its  affiliates;  however,  Merrill Lynch may or may not have, from time to
     time, acted in a financial  investment  advisory capacity to the company or
     its affiliates.

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(6)  The total non-voting common stock share figure above represents the maximum
     number of shares  deliverable  upon  exchange  of the  aggregate  principal
     amount  at  maturity  of  LYONs   outstanding  as  of  February  10,  2005.
     Accordingly,  this  figure  represents  the  maximum  number  of  shares of
     non-voting common stock that could be sold hereunder.

     The Prospectus,  together with all Prospectus Supplements,  constitutes the
Prospectus  required to be delivered by Section  5(b) of the  Securities  Act of
1933, as amended,  with respect to offers and sales of  non-voting  common stock
deliverable upon exchange of the LYONs.

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