Registration Statement No.33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Eaton Vance Corp.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation or organization)
04-2718214
(I.R.S. employer identification number)
24 Federal Street, Boston, Massachusetts 02110, 617-482-8260
(Address, including zip code, and telephone number,including
area code, of registrant's principal executive offices)
H. Day Brigham, Jr.
24 Federal Street, Boston, Massachusetts 02110, 617-482-8260
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of From time to time after
commencement of proposed the effective date of
sale to the public: this registration
statement as the
Selling Shareholders
may determine.
If the only securities being registered on this
form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this
form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with
dividend or interest reinvestment plans, check the
following box. [x]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Amount Proposed maximum Proposed maximum Amount of
shares to be aggregate price aggregate offering registration
to be registered per unit(1) price(1) fee
registered
<S> <C> <C> <C> <C>
Non-Voting
Common 15,094 $33.00 $498,102 $172.00
Stock, Shares
$.0625 par
value per
share
<FN>
<F1>
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) under the
Securities Act of 1933 upon the basis of the average of
the high and low sale prices of the registrant's Common
Stock as reported on the NASDAQ National Market System
on June 26, 1995.
</FN>
</TABLE>
The registrant hereby amends this registration
statement on such date or dates as may be necessary to
delay its effective date until the registrant shall file
a further amendment which specifically states that this
registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of
1933 or until the registration statement shall become
effective on such date as the Commission, acting
pursuant to said Section 8(a) may determine.
Page 1 of ___ pages.
Exhibit Index begins on page 15.
<PAGE>
EATON VANCE CORP.
REGISTRATION STATEMENT ON FORM S-3
CROSS REFERENCE SHEET
S-3
Item No. S-3 Item Location
PART I PROSPECTUS
Item 1. Forepart of Registration
Statement and Outside Front Cover Facing Page; Cross
Page of Prospectus Reference Sheet;
Outside Front Cover
Page of Prospectus
Item 2. Inside Front and Outside Back
Cover Pages of Prospectus Inside Front and
Outside Back Cover
Pages of Prospectus
Item 3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed The Company
Charges
Item 4. Use of Proceeds Use of Proceeds
Item 5. Determination of Offering Price Not Applicable
Item 6. Dilution Not Applicable
Item 7. Selling Security-Holders Selling Shareholders
Item 8. Plan of Distribution Plan of Distribution
Item 9. Description of Securities to be Description of Common
Registered Stock
Item 10. Interests of Named Experts and Validity of the Shares; Experts
Counsel
Item 11. Material Changes Recent Developments
Item 12. Incorporation of Certain
Information by Reference Incorporation of Certain
Documents by Reference
Item 13. Disclosure of Commission Position
on Indemnification For Securities
Act Liabilities Indemnification of Directors
and Officers
INFORMATION NOT
PART II REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Other Expenses of
Distribution Issuance and
Distribution
(Estimated)
Item 15. Indemnification of Directors and Indemnification of
Officers Directors and Officers
Item 16. Exhibits Exhibits
Item 17. Undertakings Undertakings
<PAGE>
PROSPECTUS
15,094 SHARES
EATON VANCE CORP.
NON-VOTING COMMON STOCK
This Prospectus relates to 15,094 shares (the
"Shares") of Non-Voting Common Stock, $.0625 par value
per share (the "Non-Voting Common Stock"), of Eaton
Vance Corp. ("Eaton Vance" or the "Company") being
offered from time to time by certain shareholders of
the Company or their pledgees, donees, successors,
legatees, heirs or legal representatives (the "Selling
Shareholders"). The shares have no voting rights. The
Company will not receive any of the proceeds from the
sale of the Shares by the Selling Shareholders. The
Shares are expected to be offered from time to time at
market prices prevailing at the time of sale, at prices
related to such market prices or at negotiated prices.
The average of the high and low sale prices of the
Non-Voting Common Stock reported on the NASDAQ National
Market System on June 26, 1995 was $33.
This Prospectus also covers such additional shares
as may be issuable to the Selling Shareholders in the
event of a stock dividend, stock split,
recapitalization, or other similar change in the Non-
Voting Common Stock.
The executive offices of the Company are located
at 24 Federal Street, Boston, Massachusetts 02110; its
telephone number is 617-482-8260.
Neither the delivery of this Prospectus nor any
sales made hereunder shall, under any circumstances,
create any implication that there has been no change in
the affairs of the Company since the date hereof or the
dates as of which information is set forth herein. No
person has been authorized to give any information or
to make any representations, other than as contained
herein, in connection with any offering under this
Prospectus, and, if given or made, such information or
representations must not be relied upon. This
Prospectus does not constitute an offer to sell Shares
to, or a solicitation of an offer to buy Shares from,
any person in any jurisdiction in which such an offer
or solicitation is unlawful.
____________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June ___, 1995
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission
(the "Commission"). Reports and other information
filed by the Company with the Commission pursuant to
the informational requirements of the Exchange Act may
be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the
following Regional Offices of the Commission: New York
Regional Office, Seven World Trade Center, 13th Floor,
New York, New York 10048; and Chicago Regional Office,
Citicorp Center, 500 W. Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material may
be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington D.C.
20549, at prescribed rates. In addition, reports and
other information concerning the Company can be
inspected and copied at the Boston Stock Exchange, One
Boston Place, Boston, Massachusetts.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which are filed with the
Commission pursuant to the Exchange Act, are
incorporated in this Prospectus by reference:
(1) The Company's annual report on Form 10-K for
its fiscal year ended October 31, 1994, which was
filed on January 18, 1995 and amended on April 27,
1995.
(2) All other reports filed pursuant to Section
13(a) or 15(d) of the Exchange Act since the end
of the fiscal year covered by the annual report
referred to in (1) above.
(3) The description of the Non-Voting Common
Stock contained in the Company's registration
statement on Form 10 filed under the Exchange Act,
including any amendment or reports filed for the
purpose of updating such description.
All documents filed by the Company subsequent to
the date of this Prospectus pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act prior to the
termination of this offering, shall be deemed to be
incorporated by reference herein and to be part hereof
from the date of the filing of such documents.
The Company will furnish without charge to each
person, including any beneficial owner, to whom this
Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all of the
information that has been incorporated herein by
reference, other than exhibits to such information
(unless such exhibits are specifically incorporated by
reference into the information that this Prospectus
incorporates). Requests should be addressed to:
Treasurer, Eaton Vance Corp., 24 Federal Street,
Boston, Massachusetts 02110, (617) 482-8260.
TABLE OF CONTENTS
Section Page
Available Information 2
Incorporation of Certain Documents by Reference 3
The Company 4
Use of Proceeds 4
Selling Shareholders 4
Plan of Distribution 5
Description of Common Stock 6
Validity of the Shares 7
Experts 7
<PAGE>
THE COMPANY
Eaton Vance Corp., a Maryland corporation ("Eaton
Vance" or the "Company"), is the issuer of the Shares
covered by this Prospectus. The principal offices of
the Company are located at 24 Federal Street, Boston,
Massachusetts 02110, and its telephone number is (617)
482-8260.
USE OF PROCEEDS
The Shares are to be sold for the accounts of the
Selling Shareholders, and the Company will not receive
any of the proceeds from the sale of the Shares.
SELLING SHAREHOLDERS
On May 31, 1995 the Company entered into a Share
Purchase Agreement (the "Purchase Agreement") relating
to the purchase by the Company of 84,373 A Shares of
$10 each (the "Lloyd George Shares") in the capital of
Lloyd George Management (B.V.I.) Limited ("LGMBVI"), an
international business company organized under the laws
of the British Virgin Islands. The purchase of the
Lloyd George Shares was completed on June 6, 1995. The
purchase price for the Lloyd George Shares consisted of
$4,473,245.70 in cash and 83,381 shares of Non-Voting
Common Stock, including the Shares offered hereby. The
purchase price for the Lloyd George Shares was divided
among LGMBVI and certain of its shareholders
participating in the transaction, including the Selling
Shareholders. In connection with the transactions
under the Purchase Agreement, the Company agreed to
register the Shares under the Securities Act of 1933,
as amended, for the benefit of the Selling
Shareholders.
All of the Shares are to be offered for the
accounts of the Selling Shareholders. The Selling
Shareholders are as follows:
Number of Shares of Non-Voting Common
Selling Shareholder Stock Owned Prior to the Offering
Lloyd George Management 6,566
(Bermuda) Limited
William W.R. Kerr 2,376
Scobie D. Ward 2,081
Michael T.H. Lee 2,585
M.F. Tang 1,486
Total 15,094
The amount of Shares to be offered for the Selling
Shareholders' accounts is 15,094, and the amount of Non-
Voting Common Stock to be owned by the Selling
Shareholders after completion of the offering is zero,
assuming all of the Shares offered are sold. The
Company <PAGE>intends to remove from registration, by means
of a post-effective amendment, any of the Shares
registered under this registration statement which
remain unsold three years after the effective date of
this registration statement. The Selling Shareholders
have agreed to notify the Company of the number of
Shares held by the Selling Shareholders and registered
under this shelf registration which remain unsold three
years after such effective date.
Subsidiaries of LGMBVI provide investment
management services to three international equity
investment funds sponsored by the Company and its
affiliates.
PLAN OF DISTRIBUTION
The Shares may be offered and sold from time to
time directly by the Selling Shareholders. The Selling
Shareholders will act independently of the Company in
making decisions with respect to the timing, manner and
size of each sale. The Selling Shareholders may from
time to time offer the Shares through underwriters,
dealers or agents. The distribution of the Shares by
the Selling Shareholders may be effected from time to
time in one or more transactions that may take place on
one or more exchanges or in the over-the-counter
market, including ordinary broker's transactions,
privately-negotiated transactions, through a block
trade in which a broker or dealer will attempt to sell
the shares as agent but may position and resell a
portion of the block as principal to facilitate the
transaction, or through sales to one or more
broker/dealers for resale of such securities as
principals, at market prices prevailing at the time of
sale, at prices related to such market prices, at
negotiated prices, or any combination thereof. Usual
and customary or specifically negotiated brokerage fees
or commissions may be paid by the Selling Shareholders
in connection with such sales.
The Company has been advised by the Selling
Shareholders that the Selling Shareholders have not, as
of the date hereof, entered into any arrangement with a
broker-dealer for the sale of Shares. In effecting
sales, broker-dealers engaged by the Selling
Shareholders may arrange for other broker-dealers to
participate. Broker-dealers may receive commissions or
discounts from the Selling Shareholders in amounts to
be negotiated immediately prior to the sale.
In offering the Shares, the Selling Shareholders
and any broker-dealers and any other participating
broker-dealers who execute sales for the Selling
Shareholders may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), in connection with such sales,
and any profits realized by the Selling Shareholders
and the compensation of such broker-dealers may be
deemed to be underwriting discounts and commissions.
The Company has agreed to indemnify the Selling
Shareholders in certain circumstances.
The Selling Shareholders have advised the Company
that during such time as the Selling Shareholders may
be engaged in a distribution of the Shares the Selling
Shareholders will comply with Rules 10b-6 and 10b-7
under the Exchange Act (as those Rules are described in
more detail below) and, in connection therewith, the
Selling Shareholders have agreed not to engage in any
stabilization activity in violation of Rule 10b-7 in
connection with the Company's securities, to furnish to
each broker-dealer through which the Shares may be
offered copies of <PAGE>this Prospectus, and not to bid for
or purchase any securities of the Company or attempt to
induce any person to purchase any of the Company's
securities except as permitted under the Exchange Act.
The Selling Shareholders have also agreed to inform the
Company when the distribution of the Shares is
completed.
Rule 10b-6 under the Exchange Act prohibits
participants in a distribution from bidding for or
purchasing, for an account in which the participant has
a beneficial interest, any of the securities that are
the subject of the distribution. Rule 10b-7 governs
bids and purchases made in order to stabilize the price
of a security in connection with a distribution of the
security.
The public offering of the Shares by the Selling
Shareholders will terminate on the date on which all
Shares offered hereby have been sold by the Selling
Shareholders, or on such earlier date on which the
Company files a post-effective amendment which
deregisters all Shares then remaining unsold.
The Company will pay all expenses incidental to
the registration of the Shares for sale to the public
estimated to be approximately $11,172, except as
otherwise provided in the next sentence. The Company
will not pay for selling expenses, brokerage
commissions, underwriting discounts, or fees and
expenses of counsel for the Selling Shareholders.
DESCRIPTION OF COMMON STOCK
The Company is authorized to issue 80,000 shares
of Voting Common Stock, $.0625 par value (the "Voting
Common Stock"). Each share of Voting Common Stock is
entitled to participate pro rata in distributions upon
liquidation and to one vote on all matters submitted to
a vote of stockholders. Dividends may be paid to the
holders of Voting Common Stock when and if declared by
the Board of Directors out of any funds legally
available therefor. Holders of Voting Common Stock
have no preemptive or similar rights nor do they have
cumulative voting rights. The outstanding shares of
Voting Common Stock are fully paid and nonassessable.
The Voting Common Stock is not publicly traded and is
held by five Voting Trustees pursuant to a Voting Trust
more fully described in the Company's Annual Report on
Form 10-K.
The Company is also authorized to issue 11,920,000
shares of Non-Voting Common Stock, $.0625 par value.
The Company's Articles of Incorporation provide that
these shares shall not have voting rights under any
circumstances whatsoever. These shares are registered
pursuant to Section 12 of the Exchange Act and are
traded on the NASDAQ National Market System and on the
Boston Stock Exchange. This Registration Statement
relates only to sales of shares of the Company's Non-
Voting Common Stock.
The First National Bank of Boston is the Transfer
Agent for the Company's Non-Voting Common Stock.
<PAGE>
VALIDITY OF THE SHARES
The validity of the authorization and issuance of
the Non-Voting Common Stock offered hereby will be
passed on by Thomas Otis, Vice President, Secretary and
General Counsel to, and a shareholder of, the Company.
EXPERTS
The financial statements and the related financial
statement schedules incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-
K, as amended, for the year ended October 31, 1994 have
been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports which are
incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm
given upon their authority as experts in accounting and
auditing.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and
Distribution (Estimated).
Securities and Exchange Commission Fees* $172.00
Fees and expenses of outside counsel to
the Company 11,000.00
Total $11,172.00
__________________
*Actual
Item 15. Indemnification of Directors and
Officers.
Article NINTH, section (8) of the Company's
Articles of Incorporation provides that, to the extent
permitted by the laws of Maryland, the Company shall
indemnify any person that (a) is serving as a director
or officer of the Company, (b) any person that has
served as an officer or director of the Company, and
(c) any person who at the request of the Company is
serving or has served as a director, officer, trustee,
partner, employee, agent or other representative of
another corporation, joint stock company, syndicate,
association, firm, trust, partnership or other entity,
against all liabilities and expenses, including without
limitation attorneys' fees and judgments, penalties,
fines and amounts paid in settlement, reasonably
incurred by such person in connection with any
threatened, pending or completed action, suit, or other
proceeding, whether civil, criminal, administrative,
investigative or legislative, in which such person may
be involved or with which he may be threatened by
reason of serving or having served in such position.
Indemnification requires a determination made in
accordance with applicable statutory standards by the
Board of Directors or by independent legal counsel (who
may be regular counsel to the Company) or by the
holders of not less than a majority of the total number
of shares of Common Stock of the Company then
outstanding.
Article NINTH, section (8) of the Company's
Articles of Incorporation provides that the
indemnification right provided therein is not exclusive
of and will not otherwise affect any other rights to
which such person may be entitled (whether under any
law, By-Law, agreement, director vote, stockholder vote
or otherwise), shall inure to the benefit of such
person's heirs, executors, administrators and personal
representatives, and shall continue as to a person who
has ceased to serve in such position.
Item 16. Exhibits.
The Exhibit Index immediately preceding the
exhibits is incorporated herein by reference.
<PAGE>
Item 17. Undertakings.
1. The Company hereby undertakes:
(a) To file, during any period in which
offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement; and
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement
or any material change to such information in the
registration statement;
provided, however that paragraphs (i) and (ii)
above do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(b) That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of
a post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
2. The Company hereby undertakes that, for
purposes of determining any liability under the
Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in
the registration statement shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be in the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against
such liabilities (other than the payment by the
Registrant of expenses incurred or paid by <PAGE>a director,
officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling
person in connection with the securities being
registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification
by it is against public policy as expressed in the
Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly-caused
this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the
City of Boston, Commonwealth of Massachusetts, on this
23rd day of June, 1995.
EATON VANCE CORP.
By: /s/ M.Dozier Gardner
M. Dozier Gardner
President
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of
Eaton Vance Corp., hereby severally constitute and
appoint H. Day Brigham, Jr., and Thomas Otis, and each
of them singly, our true and lawful attorneys with full
power to any of them, and to each of them singly, to
sign for us and in our names in the capacities
indicated below the Registration Statement on Form S-3
filed herewith and any and all amendments to said
Registration Statement and generally to do all such
things in our name and behalf in our capacities as
officers and directors to enable Eaton Vance Corp. to
comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying
and confirming our signatures as they may be signed by
our said attorneys, or any of them, to said
Registration Statement and any and all amendments
thereto.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by
the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ H. Day Brigham, Jr. Director June 23, 1995
H. Day Brigham, Jr.
Director June ___, 1995
John G. L. Cabot
/s/ Landon T. Clay Chairman of the June 23, 1995
Landon T. Clay Board of Directors
/s/ M. Dozier Gardner President, Director June 23, 1995
M. Dozier Gardner and Principal
Executive Officer
/s/ James B. Hawkes Director June 23, 1995
James B. Hawkes
/s/ Benjamin A. Rowland, Jr. Director June 23, 1995
Benjamin A. Rowland, Jr.
/s/ John P. Rynne Comptroller June 23, 1995
John P. Rynne
Director June ___, 1995
Ralph Z. Sorenson
/s/ William M. Steul Chief Financial June 23, 1995
William M. Steul Officer
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Page No.
5.1* Opinion of Thomas Otis
23.1* Consent of Deloitte &
Touche LLP, independent
accountants
24.1* Power of Attorney (included
in the signature pages of
this Registration Statement)
__________________
* filed herewith.
Exhibit 5.1
THOMAS OTIS
24 Federal Street
Boston, Massachusetts 02110
June 19, 1995
Eaton Vance Corp.
24 Federal Street
Boston, Massachusetts 02110
Gentlemen:
I have acted as your general counsel in connection
with the Registration Statement on Form S-3 of Eaton
Vance Corp., a Maryland corporation (the "Company")
being filed with the Securities and Exchange Commission
and relating to the potential resale of 15,094 shares
("Shares") of the Company's Non-Voting Common Stock
$0.0625 par value per share by certain shareholders of
the Company. The Shares were issued by the Company in
connection with the acquisition by the Company of
shares of Lloyd George Management (B.V.I.) Limited, an
international business company organized under the laws
of the British Virgin Island ("LGMBVI"). In that
capacity, I have reviewed applicable Maryland law, the
charter and by-laws of the Company, the Registration
Statement, the corporate action taken by the directors
of the Company that provides for the issuance and sale
of the Shares and the authorization of the acquisition
of the shares of LGMBVI, and such other materials and
matters as I have deemed necessary for the issuance of
this opinion. I am a member of the Massachusetts bar.
I am not a member of the Maryland bar.
Based upon the foregoing, I am of the opinion that
the Shares have been duly and validly authorized and
are legally issued, fully paid, and non-assessable.
<PAGE>
I consent to the filing of this opinion as an
exhibit to the Registration Statement, and to the
reference to me under the heading "Validity of the
Shares" in the Prospectus filed as a part of the
Registration Statement.
Very truly yours,
/s/Thomas Otis
Thomas Otis
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Eaton Vance Corp. on Form S-3
of our reports dated December 13, 1994, appearing in
and incorporated by reference in the Annual Report on
Form 10-K of Eaton Vance Corp. for the year ended
October 31, 1994, as amended, and to the reference to
us under the heading "Experts" in the prospectus, which
is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
June 22, 1995
