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): November 22, 2005

EATON VANCE CORP. (Exact name of registrant as specified in its charter)

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 and Fiscal Year ended October 31, 2005, as described in Registrant’s news release dated November 22, 2005, 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 November 22, 2005.

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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:		November 22, 2005		/s/ William M. Steul
				William M. Steul, 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 November 22, 2005.

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Exhibit 99.1

November 22, 2005

FOR IMMEDIATE RELEASE

EATON VANCE CORP.

REPORT FOR THE THREE MONTHS AND FISCAL YEAR ENDED OCTOBER 31, 2005

Boston, MA--Eaton Vance Corp. earned $0.31 per diluted share in the fourth quarter of fiscal 2005, an increase of 15 percent over the $0.27 per diluted share earned in the fourth quarter of fiscal 2004. The Company earned $1.13 per diluted share in fiscal 2005 compared to $0.99 per diluted share in fiscal 2004, an increase of 14 percent.

Assets under management on October 31, 2005 were $108.5 billion, a 15 percent increase over the $94.3 billion of managed assets on October 31, 2004. Total gross sales and inflows into Eaton Vance funds and separate accounts were $24.7 billion in fiscal 2005 compared to $25.5 billion in fiscal 2004, representing the second highest level of gross sales and inflows in Company history. Net inflows (gross inflows less redemptions and other outflows) were $9.6 billion in fiscal 2005 compared to $13.8 billion in fiscal 2004. Market appreciation added $4.6 billion and the August acquisition of the assets of Weston Asset Management contributed $106 million to assets under management in fiscal 2005. Tables 1, 2 and 3 (attached) summarize assets under management and asset flows by investment objective.

Eaton Vance raised $4.8 billion ($5.0 billion including leverage) in closed-end fund common share offerings in fiscal 2005 compared to $3.9 billion ($6.3 billion including leverage) in fiscal 2004. In the fourth quarter, the Company introduced the Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund, a closed-end fund that raised $1.9 billion of assets in September. Fiscal 2005 earnings were reduced by $18.8 million or $0.08 per share due to one-time sales incentives and other expenses associated with the assets raised in 5 closed-end fund offerings during the year.

“Fiscal 2005 was another great year for Eaton Vance,” said James B. Hawkes, Chairman and CEO. “Total assets under management increased 15 percent to $108.5 billion, exceeding $100 billion for the first time in Company history. For the third year in a row the Company was the leader among asset management firms in closed-end fund sales with $5.0 billion of assets raised in fiscal 2005. Overall, equity fund assets increased 22 percent, bank loan fund assets increased 12 percent, fixed-income fund assets increased 6 percent and separately managed account assets increased 13 percent. The new assets added in fiscal 2005 should contribute meaningfully to revenue and profit in fiscal 2006.”

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Eaton Vance experienced net inflows of $3.8 billion in the fourth quarter of fiscal 2005, an increase of 19 percent compared to net inflows of $3.2 billion in the fourth quarter of fiscal 2004. Among the different product categories, closed-end fund net inflows increased 61 percent to $1.9 billion and retail managed account net inflows increased 95 percent to $432 million compared to the same period last year.

As a result of higher average assets under management, revenue in the fourth quarter of fiscal 2005 increased by $24.5 million or 14 percent to $198.1 million compared to revenue in the fourth quarter of fiscal 2004 of $173.6 million. Investment adviser and administration fees increased 20 percent to $135.0 million, compared to the 17 percent increase in average assets under management. Distribution and underwriter fees were $34.9 million in both periods, unchanged despite higher average assets due to the continuing shift in sales and assets from class B mutual fund shares to other fund share classes and other managed assets with low or no distribution fees. Service fee revenue increased 14 percent to $27.4 million due to the increase in average fund assets that pay these fees. Other revenue decreased 62 percent primarily because the Company was no longer required to consolidate an affiliated investment company after the second quarter of fiscal 2005.

Operating expenses increased 15 percent in the fourth quarter of fiscal 2005 to $129.9 million compared to operating expenses of $112.7 million in the fourth quarter of fiscal 2004, reflecting higher compensation, service fee, distribution and other expenses. Compensation expense increased 22 percent because of increases in employee headcount, closed-end fund and other marketing incentive compensation and higher operating income-based bonus accruals.

Amortization of deferred sales commissions declined 31 percent in the fourth quarter of fiscal 2005 compared to the fourth quarter of fiscal 2004 primarily because of the continuing decline in class B share sales and assets under management. Service fee expense increased 13 percent, in line with the increase in service fee revenue. Distribution expense increased 44 percent as a result of increases in closed-end fund and class C share distribution fees. Other expenses increased 16 percent primarily because of higher fund expenses, information technology, legal, audit, compliance, recruiting and other miscellaneous expenses.

Operating income increased 12 percent to $68.2 million and net income increased 12 percent to $42.6 million in the fourth quarter of fiscal 2005, compared to $60.9 million and $37.9 million, respectively, in the fourth quarter of fiscal 2004. Interest income increased 197 percent because of higher interest and dividends earned on cash and short-term investments. Interest expense decreased $1.2 million or 77 percent, reflecting the expensing of $1.0 million of previously capitalized debt offering costs associated with the repurchase of $46.0 million of a subsidiary’s exchangeable notes in the fourth quarter of fiscal 2004. The effective tax rate, before minority interest and equity in net income of affiliates, was 37 percent in the fourth quarter of fiscal 2005 and 35 percent in the fourth quarter of fiscal 2004.

Revenue in fiscal 2005 increased 14 percent to $753.2 million from $661.8 million in fiscal 2004. Fiscal 2005 investment adviser and administration fee revenue increased 22 percent as a result of the 19 percent increase in average assets under management for the full year. Fiscal 2005 distribution and underwriter fee revenue decreased 7 percent, primarily because of the continuing shift in mutual fund sales and assets from Class B shares to other fund share classes and other managed assets with low or no distribution fees. Service fee revenue increased 14 percent due to the increase in average fund assets that pay service fees.

Operating expenses increased 12 percent to $492.8 million in fiscal 2005 from $439.3 million in fiscal 2004 because of higher compensation, marketing, distribution and other expenses. Compensation expense increased 18 percent in fiscal 2005 due to higher marketing incentive payments associated with the increase in fund and separate account sales, employee additions, increases in base salaries and operating income-based bonus accruals.

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Amortization of deferred sales commissions decreased 22 percent in fiscal 2005 compared to fiscal 2004 because of the decline in Class B share assets. Service fee expense increased 12 percent because of the growth in fund assets retained more than one year. Distribution expense increased 27 percent in fiscal 2005 primarily because of higher closed-end fund and class C share distribution expense. Other expenses increased 25 percent in fiscal 2005 because of increased fund expense, information technology, legal, audit, recruiting and other miscellaneous costs. Operating income increased 17 percent to $260.4 million in fiscal 2005 from $222.6 million in fiscal 2004.

Fiscal year 2005 net income increased 15 percent to $159.9 million. Interest income in fiscal 2005 increased 56 percent to $4.4 million primarily because of higher interest and dividends earned on cash and short-term investments. Interest expense decreased 75 percent, reflecting the repurchase of a subsidiary’s exchangeable notes in the fourth quarter of fiscal 2004. Impairment losses on the Company’s equity investments in collateralized debt funds it manages were $2.1 million in fiscal 2005. The Company’s effective tax rate was 37 percent in fiscal 2005 and 35 percent in fiscal 2004.

Cash, cash equivalents and short-term investments were $274.2 million on October 31, 2005 and $357.6 million on October 31, 2004 ($294.3 million excluding minority interest). The Company’s strong cash flow in fiscal 2005 enabled it to pay $132.6 million to repurchase and retire 5.4 million shares of its non-voting common stock and to pay $42.2 million in dividends to its shareholders. There are no outstanding borrowings against the Company’s $170.0 million credit facility. Approximately 5.3 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.

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Eaton Vance Corp.
Summary of Results of Operations
(in thousands, except per share amounts)
		Three Months Ended										Twelve Months Ended
		October				October				%		October				October				%
		2005				2004				Change		2005				2004				Change
Revenue:
Investment adviser and administration fees		$		135,038		$		112,701		20%		$		503,085		$		413,102		22%
Distribution and underwriter fees				34,936				34,920		0				139,043				150,018		(7)
Service fees				27,391				23,964		14				104,644				92,087		14
Other revenue								2,021		(62)				6,403				6,606		(3)
Total revenue				198,139				173,606		14				753,175				661,813		14
Expenses:
Compensation of officers and employees				47,062				38,521		22				177,856				150,489		18
Amortization of deferred sales commissions				12,894				18,651		(31)				63,535				81,202		(22)
Service fee expense				22,344				19,691		13				86,197				76,620		12
Distribution expense				31,559				21,965		44				103,447				81,559		27
Other expenses				16,084				13,892		16				61,726				49,381		25
Total expenses				129,943				112,720		15				492,761				439,251		12
Operating Income				68,196				60,886		12				260,414				222,562		17
Other Income/(Expense):
Interest income				1,558				524		197				4,354				2,799		56
Interest expense				(365)				(1,568)		(77)				(1,464)				(5,898)		(75)
Gain (loss) on investments				(236)				(3)		n/a				38				275		(86)
Foreign currency loss				(6)				(23)		n/a				(32)				(85)		(62)
Impairment loss on investments				(280)				-		n/a				(2,120)				-		n/a
Income Before Income Taxes, Minority Interest and Equity in Net Income of Affiliates				68,867				59,816		15				261,190				219,653		19
Income Taxes				25,621				21,054		22				97,500				77,434		26
Minority Interest				1,301				1,335		(3)				5,037				4,559		10
Equity in Net Income of Affiliates, Net of Tax				704				501		41				1,231				1,283		(4)
Net Income		$		42,649		$		37,928		12		$		159,884		$		138,943		15
Earnings Per Share:
Basic		$		0.33		$		0.28		18		$		1.21		$		1.03		17
Diluted		$		0.31		$		0.27		15		$		1.13		$		0.99		14
Dividends Declared, Per Share		$		0.10		$		0.08		25		$		0.34		$		0.28		21
Weighted Average Shares Outstanding:
Basic				129,902				133,477		(3)				131,591				134,938		(2)
Diluted				140,050				142,033		(1)				141,632				144,313		(2)

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Eaton Vance Corp.
Balance Sheet
(in thousands, except per share figures)
		October 31,				October 31,
		2005				2004
ASSETS
Current Assets:
Cash and cash equivalents		$		146,389		$		147,137
Short-term investments				127,858				210,429
Investment adviser fees and other receivables				83,868				32,249
Other current assets				10,473				4,861
Total current assets				368,588				394,676
Other Assets:
Deferred sales commissions				126,113				162,259
Goodwill				89,634				89,281
Other intangible assets, net				40,644				43,965
Long-term investments				61,766				36,895
Equipment and leasehold improvements, net				12,764				12,413
Other assets				3,035				4,077
Total other assets				333,956				348,890
Total assets		$		702,544		$		743,566
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accrued compensation		$		62,880		$		52,299
Accounts payable and accrued expenses				27,987				23,789
Dividend payable				12,952				10,660
Other current liabilities				12,538				7,451
Total current liabilities				116,357				94,199
Long-Term Liabilities:
Long-term debt				75,467				74,347
Deferred income taxes				51,147				57,644
Total long-term liabilities				126,614				131,991
Total liabilities				242,971				226,190
Minority interest				4,620				67,870
Commitments and contingencies
Shareholders' Equity:
Common stock, par value $0.00390625 per share:
Authorized, 1,280,000 shares
Issued, 309,760 shares				1				1
Non-voting common stock, par value $0.00390625 per share:
Authorized, 190,720,000 shares
Issued, 129,243,023 and 133,271,560 shares, respectively				505				521
Notes receivable from stock option exercises				(2,741)				(2,718)
Deferred compensation				(2,600)				(2,400)
Accumulated other comprehensive income				2,566				1,854
Retained earnings				457,222				452,248
Total shareholders' equity				454,953				449,506
Total liabilities and shareholders' equity		$		702,544		$		743,566

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Table 1						Table 2
Asset Flows (in millions)						Assets Under Management
Twelve Months Ended October 31, 2005						By Investment Objective (in millions)
								October 31,		October 31,				%
Assets 10/31/2004 - Beginning of Period		$		94,346				2005		2004				Change
Long-term fund sales and inflows				18,600		Equity Funds		$     45,146		$		36,895		22%
Long-term fund redemptions and outflows				(10,004)		Fixed Income Funds		18,603				17,553		6%
Long-term fund net exchanges				(48)		Bank Loan Funds		16,816				15,034		12%
Long-term fund mkt. value change				2,535		Money Market Funds		278				389		-29%
Institutional and HNW account inflows				2,949		Separate Accounts		27,650				24,475		13%
Institutional and HNW account outflows				(3,587)
Institutional and HNW assets acquired1				106		Total		$   108,493		$		94,346		15%
Retail managed account inflows				3,198
Retail managed account outflows				(1,553)
Separate account mkt. value change				2,062
Change in money market funds				(111)
Net change				14,147
Assets 10/31/2005 - End of Period		$		108,493

Table 3
Asset Flows by Investment Objective (in millions)
		Three Months Ended								Twelve Months Ended
		October 31,				October 31,				October 31,		October 31,
		2005				2004				2005		2004
Equity Fund Assets - Beginning of Period		$		43,509		$		35,018		$     36,895		$     28,854
Sales/Inflows				3,291				2,559		9,678		9,776
Redemptions/Outflows				(1,057)				(1,629)		(4,301)		(4,071)
Exchanges				4				(2)		47		95
Market Value Change				(601)				949		2,827		2,241
Net Change				1,637				1,877		8,251		8,041
Equity Fund Assets - End of Period		$		45,146		$		36,895		$     45,146		$     36,895
Fixed Income Fund Assets - Beginning of Period				18,451				17,090		17,553		17,801
Sales/Inflows				1,029				644		3,699		2,469
Redemptions/Outflows				(602)				(472)		(2,364)		(2,375)
Exchanges				(15)				(2)		(54)		(265)
Market Value Change				(260)				293		(231)		(77)
Net Change				152				463		1,050		(248)
Fixed Income Fund Assets - End of Period		$		18,603		$		17,553		$     18,603		$     17,553
Bank Loan Fund Assets - Beginning of Period				16,430				13,777		15,034		9,547
Sales/Inflows				1,392				1,810		5,223		7,578
Redemptions/Outflows				(914)				(541)		(3,339)		(2,183)
Exchanges				(10)				(4)		(41)		143
Market Value Change				(82)				(8)		(61)		(51)
Net Change				386				1,257		1,782		5,487
Bank Loan Fund Assets - End of Period		$		16,816		$		15,034		$     16,816		$     15,034
Long-Term Fund Assets - Beginning of Period				78,390				65,885		69,482		56,202
Sales/Inflows				5,712				5,013		18,600		19,823
Redemptions/Outflows				(2,573)				(2,642)		(10,004)		(8,629)
Exchanges				(21)				(8)		(48)		(27)
Market Value Change				(943)				1,234		2,535		2,113
Net Change				2,175				3,597		11,083		13,280
Total Long-Term Fund Assets - End of Period		$		80,565		$		69,482		$     80,565		$     69,482
Separate Accounts - Beginning of Period				27,314				23,154		24,475		18,397
Institutional/HNW Account Inflows				816				1,172		2,949		3,680
Institutional/HNW Account Outflows				(590)				(569)		(3,587)		(2,001)
Institutional and HNW Assets Acquired 1, 2				106				(53)		106		1,943
Retail Managed Account Inflows				811				468		3,198		1,998
Retail Managed Account Outflows				(379)				(246)		(1,553)		(1,053)
Separate accounts market value change				(428)				549		2,062		1,511
Net Change				336				1,321		3,175		6,078
Separate accounts - End of Period		$		27,650		$		24,475		$     27,650		$     24,475
Money market fund assets - End of Period				278				389		278		389
Total Assets Under Management - End of Period		$		108,493		$		94,346		$     108,493		$     94,346

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Table 4 Long-Term Fund and Separate Account Net Flows (in millions)

		Three Months Ended						Twelve Months Ended
		October 31,		October 31,				October 31,				October 31,
		2005		2004				2005				2004
Long-term funds:
Closed-end funds		$       1,941		$		1,202		$		5,016		$       6,323
Open-end and other funds		1,198				1,169				3,580		4,871
Institutional/HNW accounts		226				603				(638)		1,679
Retail managed accounts		432				222				1,645		945
Total net flows		$       3,797		$		3,196		$		9,603		$       13,818

1 Weston Asset Management assets acquired by Eaton Vance in August 2005. 2 Deutsche Bank's Scudder Private Investment Counsel assets acquired by Eaton Vance in July 2004. Deustche Bank asset acquisition value adjusted in August 2004

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