FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * O REILLY VINCENT M   2. Issuer Name and Ticker or Trading Symbol EATON VANCE CORP [EV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) THE EATON VANCE BUILDING, 255 STATE STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/07/2009 (Street) BOSTON, MA 021092617 4. If Amendment, Date Original Filed(Month/Day/Year) 01/13/2009 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Eaton Vance Corp. Non-voting Common Stock 01/07/2009   M   2,273 (1) A $ 0 4,746.81 D   Eaton Vance Corp. Non-voting Common Stock 01/07/2009   D   2,273 (1) D $ 20.27 (2) 2,473.81 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (right to buy)

$ 21.99

11/03/2008

11/03/2018

Eaton Vance Corp. Non-voting Common Stock

5,800

5,800

D

Phantom Stock

(2)

01/07/2009

M

2,273

11/03/2010(2)

11/03/2010(2)

Eaton Vance Corp. Non-voting Common Stock

2,273

(2)

0

D

Option (right to buy)

$ 18.14

(3)

12/19/2013

Eaton Vance Corp. Non-voting Common Stock

12,000

12,000

D

Option (right to buy)

$ 25.39

(3)

12/17/2014

Eaton Vance Corp. Non-voting Common Stock

12,000

12,000

D

Option (right to buy)

$ 27.58

(3)

12/16/2015

Eaton Vance Corp. Non-voting Common Stock

8,200

8,200

D

Option (right to buy)

$ 30.11

11/01/2006

11/01/2016

Eaton Vance Corp. Non-voting Common Stock

8,000

8,000

D

Option (right to buy)

$ 48.39

11/01/2007

11/01/2017

Eaton Vance Corp. Non-voting Common Stock

6,700

6,700

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
O REILLY VINCENT M THE EATON VANCE BUILDING 255 STATE STREET BOSTON, MA 021092617	X

Signatures

By: Katie McManus, Attorney in Fact		01/07/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On November 3, 2008 a Phantom Stock Award was granted. The Phantom Stock Award is a formula grant with an equivalent value of $50,000, with the number of units of Phantom Stock actually awarded based on the FMV of a share of Company Non-Voting Stock on the grant date. On November 3, 2008 the FMV was $21.99 which calculated to 2,273 shares. On this date only 2,200 shares were reported. This amendment reflects the Phantom Stock Grant with an additional 73 shares to correct the original award.
(2)	Each share of Phantom Stock is the economic equivalent of one share of non-voting common stock. The shares of Phantom Stock become payable in cash at the earlier of the second anniversary of the grant date or the date of the non-employee director's termination.
(3)	These options vest over a 4 year period at 25% per year.

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