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): August 23, 2006

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

Registrant’s telephone number, including area code: (617) 482-8260

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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 nine months ended July 31, 2006, as described in Registrant’s news release dated August 23, 2006, a copy of which is filed herewith as Exhibit 99.1 and incorporated herein by reference.

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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.

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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 August 23, 2006.

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Exhibit 99.1

NEWS RELEASE

August 23, 2006

FOR IMMEDIATE RELEASE

EATON VANCE CORP. REPORT FOR THE THREE MONTHS AND NINE MONTHS ENDED JULY 31, 2006

Boston, MA, August 23, 2006--Eaton Vance Corp. reported diluted earnings per share of $0.31 in the third quarter of fiscal 2006 compared to diluted earnings per share of $0.26 in the third quarter of fiscal 2005, an increase of 19 percent. The Company earned $0.88 per diluted share in the first nine months of fiscal 2006, an increase of 22 percent compared to earnings of $0.72 per diluted share in the first nine months of fiscal 2005.

Assets under management of $120.4 billion at the end of the third quarter of fiscal 2006 were $14.4 billion or 14 percent greater than the $106.0 billion at the end of the third fiscal quarter last year. In the 12-month period ended July 31, 2006, the Company’s assets under management were positively affected by long-term fund and separate account net inflows of $9.1 billion, market price appreciation of $3.0 billion, acquired high-net-worth assets of $0.5 billion and a $1.9 billion increase in money market fund assets. Gross sales and inflows of long-term funds and separate accounts in the last 12 months were $27.3 billion.

Fund and separate account net inflows of $2.6 billion in the third quarter of fiscal 2006 compared to net inflows of $2.4 billion in the third quarter of fiscal 2005. Strong open-end mutual fund net sales in the third quarter more than offset lower closed-end fund sales compared to the same period last year. Private fund net inflows increased to $1.5 billion from $0.3 billion in part due to a new $0.7 billion collateralized debt obligations vehicle.

The Company experienced institutional and high-net-worth separate account net outflows of $0.5 billion in the third quarter of fiscal 2006 compared to net inflows of $0.2 billion in the third quarter of fiscal 2005, primarily because of a bank loan separate account withdrawal. Retail managed account net inflows were $36 million in the third quarter of fiscal 2006 compared to $0.4 billion in the same period last year. Without the loss of a relatively low-fee overlay arrangement at Parametric Portfolio Associates, retail managed account net inflows would have been higher than in the year-ago quarter. Attached tables 1-4 provide more details on assets under management and asset flows.

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As a result of higher average assets under management, revenue in the third quarter of fiscal 2006 increased by $25.5 million or 13 percent to $216.3 million compared to revenue in the third quarter of fiscal 2005 of $190.8 million. Investment adviser and administration fees increased 17 percent to $149.8 million, generated by a 16 percent increase in average assets under management. Distribution and underwriter fees decreased 3 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 17 percent due to the increase in average fund assets that pay these fees.

Operating expenses increased 14 percent in the third quarter of fiscal 2006 to $148.4 million compared to operating expenses of $129.9 million in the third quarter of fiscal 2005 because of higher compensation, service fee, distribution and other expenses. Compensation expense increased 20 percent, due primarily to a 15 percent increase in employee headcount, higher marketing incentive compensation from increased mutual fund sales, and increased operating income-based management bonus accruals.

Amortization of deferred sales commissions declined 23 percent in the third quarter of fiscal 2006 compared to the third quarter of fiscal 2005 primarily because of the continuing decline in class B fund share sales and assets. Service fee expense increased 9 percent. Distribution expense increased 19 percent as a result of increases in sales support, class A fund share commissions, class C fund share distribution expenses and closed-end fund fees. Other expenses increased 35 percent primarily because of higher fund-related expenses assumed by the Company and higher information technology, facilities, communications, and travel expenses.

Operating income increased 12 percent to $67.9 million and net income increased 17 percent to $41.8 million in the third quarter of fiscal 2006, compared to $60.8 million and $35.8 million, respectively, in the third quarter of fiscal 2005. Interest income increased 113 percent, primarily because of higher interest and dividends earned on cash and short-term investments. The effective tax rate, before minority interest and equity in net income of affiliates, was 39.2 percent in the third quarter of fiscal 2006 and 41.3 percent in the third quarter of fiscal 2005.

Cash, cash equivalents and short-term investments were $295.7 million on July 31, 2006, and $252.3 million on July 31, 2005. The Company’s strong operating cash flow in the last 12 months enabled it to repurchase 5.3 million shares of its non-voting common stock for $141.0 million and to pay $49.1 million in dividends to shareholders. There are currently no outstanding borrowings against the Company’s $180 million credit facility.

During the first nine months of fiscal 2006, the Company repurchased and retired 4.2 million shares of its non-voting common stock at an average price of $27.04 per share under its current and prior repurchase authorizations. Approximately 7.9 million shares remain of the current 8.0 million share authorization.

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On August 17, 2006 a subsidiary of the Company completed its redemption of $76.4 million of its zero-coupon exchangeable notes for cash. Note holders were entitled to exchange each note for 28.73 shares of Eaton Vance Corp. non-voting common stock. The premium value of the shares in excess of the accreted value of the notes was $9.8 million, which was paid to note holders in cash and will be charged to interest expense in the Company’s fiscal fourth quarter income statement. The additional interest expense and write-off of related debt issuance costs will reduce fourth quarter diluted earnings per share by approximately $0.05. Redemption of the notes eliminates all of Eaton Vance Corp.’s outstanding long-term debt and will reduce its diluted shares outstanding by 3.2 million shares or approximately 2.3 percent.

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								Nine Months Ended
		July 31,		July 31,		%				July 31,		July 31,				%
		2006		2005		Change				2006		2005				Change
Revenue:
Investment adviser and administration fees		$ 149,823		$     127,768		17  %				$ 437,176		$   368,047				$ 19  %
Distribution and underwriter fees		34,338		35,238		(3)				104,605				104,107		0
Service fees		31,235		26,637		17				89,238				77,253		16
Other revenue				1,108		(17)				3,118				5,629		(45)
Total revenue		216,315		190,751		13				634,137				555,036		14
Expenses:
Compensation of officers and employees		61,989		51,782		20				181,926				151,911		20
Amortization of deferred sales commissions		12,119		15,694		(23)				39,168				50,641		(23)
Service fee expense		24,063		22,087		9				69,896				63,853		9
Distribution expense		30,601		25,775		19				84,705				71,888		18
Other expenses		19,658		14,610		35				65,861				45,642		44
Total expenses		148,430		129,948		14				441,556				383,935		15
Operating Income		67,885		60,803		12				192,581				171,101		13
Other Income/(Expense):
Interest income				1,030		113				5,938				2,796		112
Interest expense		(655)				78				(1,380)				(1,099)		26
Gain on investments						nm				3,589				274		nm
Foreign currency loss		(55)				8				(182)				(26)		nm
Impairment loss on investments		-		-		nm				(592)				(1,840)		nm
Income Before Income Taxes, Minority Interest,
Equity in Net Income of Affiliates and
Cumulative Effect of Change in Accounting Principle		69,413		61,602		13				199,954				171,206		17
Income Taxes		(27,233)		(25,452)		7				(77,451)				(66,986)		16
Minority Interest		(1,011)		(1,128)		(10)				(3,830)				(3,736)		3
Equity in Net Income of Affiliates, Net of Tax						(11)				2,803				527		nm
Net Income Before Cumulative Effect of Change in
Accounting Principle		41,819		35,756		17				121,476				101,011		20
Cumulative Effect of Change in Accounting Principle,
Net of Tax		-		-		nm				(626)				-		nm
Net Income		$  41,819		$       35,756		17				$ 120,850		$   101,011				20
Earnings Per Share Before Cumulative Effect of
Change in Accounting Principle:
Basic		$     0.33		$           0.27		22				$  0.95		$         0.76				25
Diluted		$     0.31		$           0.26		19				$  0.88		$         0.72				22
Earnings Per Share:
Basic		$     0.33		$           0.27		22				$  0.94		$         0.76				24
Diluted		$     0.31		$           0.26		19				$  0.88		$         0.72				22
Dividends Declared, Per Share		$     0.10		$           0.08		25				$  0.30		$         0.24				25
Weighted Average Shares Outstanding:
Basic		127,211		130,887		(3)				128,292				132,177		(3)
Diluted		136,601		139,691		(2)				138,141				140,983		(2)

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Eaton Vance Corp. Balance Sheet (in thousands, except per share figures)

		July 31,		October 31,				July 31,
		2006				2005		2005
ASSETS
Current Assets:
Cash and cash equivalents		$ 165,771		$		146,389		$ 125,479
Short-term investments		129,926				127,858		126,822
Investment adviser fees and other receivables		89,391				83,868		82,404
Other current assets		6,371				10,473		6,832
Total current assets		391,459				368,588		341,537
Other Assets:
Deferred sales commissions		114,825				126,113		132,521
Goodwill		94,787				89,634		89,634
Other intangible assets, net		36,501				40,644		40,865
Long-term investments		61,552				61,766		51,448
Equipment and leasehold improvements, net		20,228				12,764		12,677
Other assets		2,026				3,035		4,395
Total other assets		329,919				333,956		331,540
Total assets		$ 721,378		$		702,544		$ 673,077
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accrued compensation		$ 59,664		$		62,880		$ 46,586
Accounts payable and accrued expenses		32,303				27,987		28,650
Dividend payable		12,704				12,952		10,431
Current portion of long-term debt		76,316
Other current liabilities		7,920				12,538		7,674
Total current liabilities		188,907				116,357		93,341
Long-Term Liabilities:
Long-term debt						75,467		75,184
Deferred income taxes		26,168				29,804		29,536
Total long-term liabilities		26,168				105,271		104,720
Total liabilities		215,075				221,628		198,061
Minority interest		8,996				4,620		4,058
Commitments and contingencies
Shareholders' Equity:
Common stock, par value $0.00390625 per share:
Authorized, 1,280,000 shares
Issued, 309,760 shares		1				1		1
Non-voting common stock, par value $0.00390625 per share:
Authorized, 190,720,000 shares
Issued, 126,735,035, 129,243,023 and 130,230,370 shares, respectively		495				505		509
Notes receivable from stock option exercises		(2,043)				(2,741)		(2,843)
Accumulated other comprehensive income		2,700				2,566		2,876
Retained earnings		496,154				475,965		470,415
Total shareholders' equity		497,307				476,296		470,958
Total liabilities and shareholders' equity		$ 721,378		$		702,544		$ 673,077

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Table 1								Table 2
Asset Flows (in millions)						Assets Under Management
Twelve Months Ended July 31, 2006						By Investment Objective (in millions)
Assets 7/31/2005 - beginning of period		$ 105,975				July 31,		October 31,		%		July 31,		%
Long-term fund sales and inflows		21,410				2006		2005		Change		2005		Change
Long-term fund redemptions and outflows		(12,459)		Equity Funds		$ 49,636		$ 45,146		10%		$ 43,509		14%
Long-term fund net exchanges		(76)		Fixed Income Funds		20,206		18,603		9%		18,451		10%
Long-term fund mkt. value change		2,088		Bank Loan Funds		19,511		16,816		16%		16,430		19%
Institutional/HNW account inflows		2,546		Money Market Funds		2,138		278		669%		271		689%
Institutional/HNW account outflows		(3,637)		Separate Accounts		28,899		27,650		5%		27,314		6%
Institutional/HNW account assets acquired 1,2		532		Total		$ 120,390		$ 108,493		11%		$ 105,975		14%
Retail managed account inflows		3,337
Retail managed account outflows		(2,147)
Retail managed account assets acquired 1		23
Separate account mkt. value change		931
Change in money market funds		1,867
Net change		14,415
Assets 7/31/2006 - end of period		$ 120,390
		$ 120,390

Table 3 Asset Flows by Investment Objective (in millions)

		Three Months Ended				Nine Months Ended
		July 31,		July 31,		July 31,	July 31,
		2006		2005		2006	2005
Equity fund assets - beginning of period		$ 50,116		$ 39,104		$ 45,146	$ 36,895
Sales/inflows		2,137		2,625		5,810	6,386
Redemptions/outflows		(1,432)		(1,060)		(4,093)	(3,244)
Exchanges		(43)		13		(6)	43
Market value change		(1,142)		2,827		2,779	3,429
Net change		(480)		4,405		4,490	6,614
Equity assets - end of period		$ 49,636		$ 43,509		$ 49,636	$ 43,509
Fixed income fund assets - beginning of period		19,588		17,958		18,603	17,553
Sales/inflows		1,536		845		4,343	2,671
Redemptions/outflows		(870)		(574)		(2,698)	(1,761)
Exchanges		3		8		(7)	(39)
Market value change		(51)		214		(35)	27
Net change		618		493		1,603	898
Fixed income assets - end of period		$ 20,206		$ 18,451		$ 20,206	$ 18,451
Bank loan fund assets - beginning of period		17,792		16,416		16,816	15,034
Sales/inflows		2,522		940		5,546	3,831
Redemptions/outflows		(814)		(927)		(3,095)	(2,425)
Exchanges		(14)		(27)		(42)	(31)
Market value change		25		28		286	21
Net change		1,719		14		2,695	1,396
Bank loan assets - end of period		$ 19,511		$ 16,430		$ 19,511	$ 16,430
Long-term fund assets - beginning of period		87,496		73,478		80,565	69,482
Sales/inflows		6,195		4,410		15,699	12,888
Redemptions/outflows		(3,116)		(2,561)		(9,886)	(7,430)
Exchanges		(54)		(6)		(55)	(27)
Market value change		(1,168)		3,069		3,030	3,477
Net change		1,857		4,912		8,788	8,908
Total long-term fund assets - end of period		$ 89,353		$ 78,390		$ 89,353	$ 78,390
Separate accounts - beginning of period		30,181		24,983		27,650	24,475
Institutional/HNW account inflows		381		655		1,730	2,134
Institutional/HNW account outflows		(904)		(420)		(3,048)	(2,998)
Institutional/HNW assets acquired 1		-				427
Retail managed account inflows		859		665		2,526	2,387
Retail managed account outflows		(823)		(308)		(1,769)	(1,174)
Retail managed accounts acquired 1		-				23
Separate accounts market value change		(795)		1,739		1,360	2,490
Net change		(1,282)		2,331		1,249	2,839
Separate accounts - end of period		$ 28,899		$ 27,314		$ 28,899	$ 27,314
Money market fund assets - end of period		2,138		271		2,138	271
Total assets under management - end of period		$ 120,390		$ 105,975		$ 120,390	$ 105,975

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

		Three Months Ended					Nine Months Ended
		July 31,	July 31,				July 31,	July 31,
		2006	2005				2006	2005
Long-term funds:
Open-end and other funds		1,440	378				3,733	1,675
Closed-end funds		$   162	$  1,167				$ 269	$     3,076
Private funds		1,477	304				1,811	707
Institutional/HNW accounts		(523)	235				(1,318)	(864)
Retail managed accounts		36	357				757	1,213
Total net flows		$  2,592	$  2,441				$ 5,252	$     5,807

1 Voyageur Asset Management (MA) acquired by Eaton Vance in December 2005. 2Weston Asset Management acquired by Eaton Vance in August 2005.

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