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): May 23, 2007

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 and six months ended April 30, 2007, as described in Registrant’s news release dated May 23, 2007, 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 May 23, 2007.

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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:		May 23, 2007		/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 May 23, 2007.

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Exhibit 99.1

May 23, 2007

FOR IMMEDIATE RELEASE

EATON VANCE CORP. REPORTS 26 PERCENT INCREASE IN ASSETS UNDER MANAGEMENT TO $150 BILLION

Boston, MA— “This year’s second quarter was one of the most successful in Company history,” said James B. Hawkes, Chairman and CEO of Eaton Vance Corp. “In February we completed the largest ever initial public offering of a closed-end fund, raising $5.8 billion. We also saw an acceleration of sales and net flows in other key areas, including open-end funds, retail managed accounts and high-net-worth and institutional separate accounts. Assets under management at quarter-end were a record $150.0 billion. While marketing costs related to the closed-end fund initial public offering and higher sales of other products depressed reported earnings, this was an outstanding quarter in terms of creating long-term value for Eaton Vance shareholders.”

Eaton Vance reported diluted earnings per share of $0.17 in the second quarter of fiscal 2007 compared to diluted earnings per share of $0.29 in the second quarter of fiscal 2006. Second quarter earnings were reduced by $0.25 per diluted share by expenses associated with the initial public offering of the $5.8 billion closed-end Eaton Vance Tax-Managed Global Diversified Equity Income Fund. These expenses consisted of $46.3 million of structuring fees to distribution partners in the underwriting group and $8.1 million of sales-based incentives to members of the Eaton Vance sales and marketing organization.

The Company earned $0.19 per diluted share in the first six months of fiscal 2007 compared to earnings of $0.57 per diluted share in the first six months of fiscal 2006. Year-to-date earnings per share were reduced by $0.58 per diluted share by closed-end fund related expenses incurred in the first and second fiscal quarters. These expenses consisted of structuring fee payments of $63.4 million, sales-based incentives of $12.6 million and one-time payments of $52.2 million made to terminate compensation agreements of the Company with Merrill Lynch and AG Edwards relating to certain previously offered closed-end funds. The Company expects to earn significant future management fees from the $8.6 billion in new closed-end funds assets raised in the first half of the fiscal year and increased operating income resulting from the termination of the compensation agreements on earlier closed-end funds.

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Assets under management of $150.0 billion at the end of the second quarter of fiscal 2007 were $31.2 billion or 26 percent greater than the $118.8 billion at the end of the second fiscal quarter last year. In the 12-month period ended April 30, 2007, the Company’s assets under management were positively affected by long-term fund and separate account net inflows of $21.3 billion, market price appreciation of $9.8 billion and increased money market assets of $0.2 billion. Gross sales and inflows of long-term funds and separate accounts in the last 12 months were $40.9 billion.

Net inflows of $10.5 billion were 262 percent greater in the second quarter of fiscal 2007 than net inflows of $2.9 billion in the second quarter of fiscal 2006, helped by the $5.8 billion closed-end fund offering and significantly higher net inflows into open-end funds and separate accounts. Excluding the closed-end fund, total fund and separate account net inflows increased 63 percent in the second quarter of fiscal 2007 compared to the second quarter of fiscal 2006. Open-end fund net inflows increased 75 percent to $2.8 billion from $1.6 billion. Retail managed account net inflows increased 175 percent to $1.1 billion from $0.4 billion in the same period last year. Institutional and high-net-worth separate account net inflows increased 50 percent to $0.3 billion from $0.2 billion in the second quarter of fiscal 2006. Tables 1-4 on page 6 summarize assets under management and asset flows by investment objective.

As a result of higher average assets under management, revenue in the second quarter of fiscal 2007 increased by $48.4 million or 23 percent to $260.2 million compared to revenue in the second quarter of fiscal 2006 of $211.8 million. Investment adviser and administration fees increased 28 percent to $185.4 million, compared to a 23 percent increase in average assets under management. Distribution and underwriter fees increased 5 percent, reflecting 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 23 percent due to the increase in fund assets that pay these fees.

Operating expenses increased 48 percent in the second quarter of fiscal 2007 to $223.9 million compared to operating expenses of $151.2 million in the second quarter of fiscal 2006 because of $54.4 million of one-time expenses associated with the closed-end fund offering referred to earlier, as well as higher compensation, service fee, distribution and other expenses. Compensation expense (including closed-end fund-related compensation expenses) increased 35 percent because of significantly higher sales-based incentive payments and increases in employee headcount, base salaries, stock-option expense and higher management bonus accruals.

Amortization of deferred sales commissions increased 2 percent in the second quarter of fiscal 2007 compared to the second quarter of fiscal 2006 primarily because the growth in class C share fund sales and assets more than offset the continuing decline in class B share fund sales and assets. Service fee expense increased 21 percent, in line with the increase in assets that have service fee revenue. Distribution expense increased 178 percent as a result of the $46.3 million of one-time closed-end fund structuring fees and increases in sales support expenses and distribution fees on class A and class C fund shares. Other expenses decreased 16 percent because the second quarter of fiscal 2006 included an $8.9 million write-off of intangible assets which more than offset increases in facilities, information technology, travel and other miscellaneous expenses in the second quarter of fiscal 2007.

The combination of one-time closed-end fund structuring fees and higher sales-based marketing incentives reduced operating income to $36.3 million in the second quarter of fiscal 2007 compared to $60.6 million in the second quarter of fiscal 2006.

In evaluating operating performance, the Company considers operating income and net income, which are calculated on a basis consistent with accounting principles generally accepted in the United States (“GAAP”), as well as adjusted operating income, a non-GAAP performance measure. Adjusted operating income is defined as operating income plus closed-end fund structuring fees and one-time payments,

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stock-based compensation and the write-off of any intangible assets associated with the Company’s acquisitions. The Company believes that adjusted operating income is a key indicator of the Company’s ongoing profitability and therefore uses this measure as the basis for calculating performance-based management incentives. Adjusted operating income is not, and should not be construed to be, a substitute for operating income computed in accordance with GAAP. However, in assessing the performance of the business, Management and the Board of Directors look at adjusted operating income as a measure of underlying performance, since amounts resulting from one-time events (e.g., the offering of a closed-end fund) do not necessarily represent normal results of operations. In addition, when assessing performance, Management and the Board look at performance both with and without stock-based compensation.

The following table provides a reconciliation of operating income to adjusted operating income:

Reconciliation of Operating Income to Adjusted Operating Income
		For the Three						For the Six Months
		Months Ended						Ended
		April 30,						April 30,
						%						%
(in thousands)		2007		2006		Change		2007		2006		Change
Operating income		$36,292		$60,617		-40%		$38,289		$124,695		-69%
Closed-end fund structuring
fees		46,321		-		NM		63,436		-		NM
Payments to terminate closed-
end fund compensation
agreements		-		-		-		52,178		-		NM
Write-off of intangible assets		-		8,876		NM		-		8,876		NM
Stock-based compensation		8,252		7,977		3%		22,476		20,499		10%
Adjusted operating income		$90,865		$77,470		17%		$176,379		$154,070		14%

Net income decreased 42 percent to $23.1 million in the second quarter of fiscal 2007 compared to $39.9 million in the second quarter of fiscal 2006 because of the one-time closed-end fund expenses and other increases in operating expenses noted previously. Interest income increased 2 percent because of higher interest earned on cash and short-term investments. Interest expense declined 84 percent because of the extinguishment of the Company’s long-term debt in August 2006. The Company’s effective tax rate, before minority interest and equity in net income of affiliates, was 38.5 percent in both the second quarter of fiscal 2007 and the second quarter of fiscal 2006.

Cash, cash equivalents and short-term investments were $154.9 million on April 30, 2007, and $286.5 million on April 30, 2006. The Company’s strong operating cash flow in the last 12 months enabled it to pay $158.4 million to repurchase 5.2 million shares of its non-voting common stock, $86.2 million to retire its long-term debt and $55.9 million in dividends to shareholders, in addition to the $115.6 million of closed-end structuring fees and compensation agreement buyouts previously noted. There were no outstanding borrowings against the Company’s $180.0 million credit facility as of April 30, 2007.

During the first six months of fiscal 2007, the Company repurchased and retired 2.2 million shares of its non-voting common stock at an average price of $34.48 per share under its current repurchase authorization. Approximately 4.1 million shares remained of the current 8.0 million share authorization on April 30, 2007.

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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												Six Months Ended
				April 30,		April 30,				%		April 30,						April 30,		%
				2007				2006		Change		2007						2006		Change
Revenue:
Investment adviser and administration fees		$		185,437		$		145,284		28 %		$ 354,834				$		287,353		23 %
Distribution and underwriter fees				37,058				35,414		5		73,636						70,781		4
Service fees				36,223				29,346		23		71,569						58,003		23
Other revenue				1,466				1,752		(16)				3,321				2,199		51
Total revenue				260,184				211,796		23		503,360						418,336		20
Expenses:
Compensation of officers and employees				79,161				58,489		35		157,143						119,938		31
Amortization of deferred sales commissions				13,552				13,308		2		26,971						27,048		(0)
Service fee expense				27,682				22,971		21		54,900						45,834		20
Distribution expense				78,811				28,303		178		178,321						54,618		226
Fund expenses				4,455				3,940		13				8,674				7,800		11
Other expenses				20,231				24,168		(16)		39,062						38,403		2
Total expenses				223,892				151,179		48		465,071						293,641		58
Operating Income				36,292				60,617		(40)		38,289						124,695		(69)
Other Income/(Expense):
Interest income				2,058				2,020		2				4,335				3,742		16
Interest expense				(57)				(360)		(84)				(84)				(724)		(88)
Gain on investments				965				2,886		(67)				1,673				3,547		(53)
Foreign currency loss				(61)				(71)		(14)				(133)				(127)		5
Impairment loss on investments				-				-		NM				-				(592)		NM
Income Before Income Taxes, Minority Interest,
Equity in Net Income of Affiliates and Cumulative
Effect of Change in Accounting Principle				39,197				65,092		(40)		44,080						130,541		(66)
Income Taxes				(15,098)				(25,074)		(40)		(16,971)						(50,217)		(66)
Minority Interest				(1,420)				(1,271)		12		(2,876)						(2,820)		2
Equity in Net Income of Affiliates, Net of Tax				414				1,153		(64)				1,419				2,153		(34)
Net Income Before Cumulative Effect of Change in
Accounting Principle				23,093				39,900		(42)		25,652						79,657		(68)
Cumulative Effect of Change in Accounting Principle,
Net of Tax				-				-		NM				-				(626)		NM
Net Income		$		23,093		$		39,900		(42)		$ 25,652				$		79,031		(68)
Earnings Per Share Before Cumulative Effect of
Change in Accounting Principle:
Basic		$		0.18		$		0.31		(41)		$		0.20		$		0.62		(67)
Diluted		$		0.17		$		0.29		(41)		$		0.19		$		0.57		(67)
Earnings Per Share:
Basic		$		0.18		$		0.31		(41)		$		0.20		$		0.61		(67)
Diluted		$		0.17		$		0.29		(41)		$		0.19		$		0.57		(67)
Dividends Declared, Per Share		$		0.12		$		0.10		20		$		0.24		$		0.20		20
Weighted Average Shares Outstanding:
Basic				125,937				128,447		(2)		126,094						128,859		(2)
Diluted				135,163				138,736		(3)		135,219						138,942		(3)

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Eaton Vance Corp.
Balance Sheet
(in thousands, except per share figures)
		April 30,		October 31,				April 30,
		2007				2006		2006
ASSETS
Current Assets:
Cash and cash equivalents		$ 154,868		$		206,705		$ 158,060
Short-term investments		-				20,669		128,427
Investment adviser fees and other receivables		112,924				94,669		90,066
Other current assets		7,604				7,324		6,029
Total current assets		275,396				329,367		382,582
Other Assets:
Deferred sales commissions		109,232				112,314		116,148
Goodwill		96,837				96,837		89,634
Other intangible assets, net		33,280				34,549		31,580
Long-term investments		84,482				73,075		53,850
Equipment and leasehold improvements, net		21,602				21,495		18,247
Other assets		530				558		2,061
Total other assets		345,963				338,828		311,520
Total assets		$ 621,359		$		668,195		$ 694,102
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accrued compensation		$ 52,445		$		80,975		$ 40,832
Accounts payable and accrued expenses		35,366				33,660		30,939
Dividend payable		15,097				15,187		12,833
Other current liabilities		16,523				9,823		7,011
Total current liabilities		119,431				139,645		91,615
Long-Term Liabilities:
Long-term debt		-				-		76,027
Deferred income taxes		21,269				22,520		26,616
Total long-term liabilities		21,269				22,520		102,643
Total liabilities		140,700				162,165		194,258
Minority interest		9,506				9,545		10,799
Commitments and contingencies		-				-		-
Shareholders' Equity:
Common stock, par value $0.00390625 per share:
Authorized, 1,280,000 shares
Issued, 272,644, 309,760 and 309,760 shares, respectively		1				1		1
Non-voting common stock, par value $0.00390625 per share:
Authorized, 190,720,000 shares
Issued, 125,466,971, 126,125,717 and 127,613,866 shares, respectively		490				493		498
Notes receivable from stock option exercises		(2,628)				(1,891)		(2,204)
Accumulated other comprehensive income		6,946				4,383		3,192
Retained earnings		466,344				493,499		487,558
Total shareholders' equity		471,153				496,485		489,045
Total liabilities and shareholders' equity		$ 621,359		$		668,195		$ 694,102

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Table 1
Asset Flows (in millions)
Twelve Months Ended April 30, 2007
Assets 4/30/2006 - beginning of period		$		118,768
Long-term fund sales and inflows				33,533
Long-term fund redemptions and outflows				(12,975)
Long-term fund net exchanges				(66)
Long-term fund mkt. value change				6,571
Institutional and HNW account inflows				2,692
Institutional and HNW account outflows				(4,331)
Retail managed account inflows				4,650
Retail managed account outflows				(2,251)
Separate account mkt. value change				3,213
Change in money market funds				198
Net change				31,234
Assets 4/30/2007 - end of period		$		150,002

						Table 2
						Assets Under Management
				By Investment Objective (in millions)
				April 30, October 31,				%				April 30,		%
				2007		2006		Change				2006		Change
Equity funds		$		68,207		$ 53,220		28%		$		50,116		36%
Fixed income funds				24,493		21,482		14%				19,141		28%
Bank loan funds				21,413		19,982		7%				17,792		20%
Money market funds				1,736		3,728		-53%				1,538		13%
Separate accounts				34,153		30,494		12%				30,181		13%
Total		$		150,002		$ 128,906		16%		$		118,768		26%

				Table 3
		Asset Flows by Investment Objective (in millions)
				Three Months Ended						Six Months Ended
				April 30,		April 30,				April 30,		April 30,
				2007		2006				2007		2006
Equity fund assets - beginning of period		$		59,344		$		48,129		$ 53,220		$ 45,146
Sales/inflows				8,471				1,991		14,475		3,672
Redemptions/outflows				(1,750)				(1,229)		(3,436)		(2,661)
Exchanges				(16)				12		(10)		37
Market value change				2,158				1,213		3,958		3,922
Net change				8,863				1,987		14,987		4,970
Equity assets - end of period		$		68,207		$		50,116		$ 68,207		$ 50,116
Fixed income fund assets - beginning of period				22,873				18,619		21,482		18,213
Sales/inflows				2,186				1,149		4,126		1,989
Redemptions/outflows				(746)				(521)		(1,317)		(1,061)
Exchanges				9				8		19		(10)
Market value change				171				(114)		183		10
Net change				1,620				522		3,011		928
Fixed income assets - end of period		$		24,493		$		19,141		$ 24,493		$ 19,141
Bank loan fund assets - beginning of period				20,298				16,744		19,982		16,816
Sales/inflows				1,929				1,849		3,671		3,024
Redemptions/outflows				(917)				(882)		(2,425)		(2,280)
Exchanges				(6)				(19)		(23)		(28)
Market value change				109				100		208		260
Net change				1,115				1,048		1,431		976
Bank loan assets - end of period		$		21,413		$		17,792		$ 21,413		$ 17,792
Long-term fund assets - beginning of period				102,515				83,492		94,684		80,175
Sales/inflows				12,586				4,989		22,272		8,685
Redemptions/outflows				(3,413)				(2,632)		(7,178)		(6,002)
Exchanges				(13)				1		(14)		(1)
Market value change				2,438				1,199		4,349		4,192
Net change				11,598				3,557		19,429		6,874
Total long-term fund assets - end of period		$		114,113		$		87,049		$ 114,113		$ 87,049
Separate accounts - beginning of period				31,693				28,942		30,494		27,650
Institutional/HNW account inflows				1,112				697		1,720		1,349
Institutional/HNW account outflows				(831)				(541)		(2,034)		(2,144)
Institutional/HNW assets acquired1				-				-		-		449
Retail managed account inflows				1,627				928		2,761		1,667
Retail managed account outflows				(541)				(537)		(1,043)		(946)
Separate accounts market value change				1,093				692		2,255		2,156
Net change				2,460				1,239		3,659		2,531
Separate accounts - end of period		$		34,153		$		30,181		$ 34,153		$ 30,181
Money market fund assets - end of period				1,736				1,538		1,736		1,538
Total assets under management - end of period		$		150,002		$ 118,768				$ 150,002		$ 118,768

				Table 4
		Long-Term Fund and Separate Account Net Flows (in millions)
				Three Months Ended						Six Months Ended
				April 30,		April 30,				April 30,				April 30,
				2007		2006				2007				2006
Long-term funds:
Open-end funds		$		2,839		$		1,567		$ 5,066		$		2,243
Closed-end funds				5,793				-		8,634				108
Private funds				541				790		1,394				332
Institutional/HNW accounts				281				156		(314)				(795)
Retail managed accounts				1,086				391		1,718				721
Total net flows		$		10,540		$		2,904		$ 16,498		$		2,609

¹ Voyageur Asset Management (MA) acquired by Eaton Vance in December 2005.

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